• Published 10th May 2016
  • 33,585 Views, 4,227 Comments

My Little Pony: Sora's Misadventures in Equestria - Codex92



After failing his mark of mastery exam to be a Keyblade Master, Sora must continue his training on his own. Unfortunately, he crashes into the world of Equestria, and his friends don't know he's stranded in this far off world.

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To Change a Changeling

Ventus wandered around the castle, bored and finished with his morning training. There wasn't much Heartless activity, which was either a good thing or they were probably plotting to mass themselves up to the thousands to take over a world. But since Heartless only care about taking hearts from living beings or worlds, they don't really know how to think when they try to brute force their way to their instinctual goals. Ansem and Vanitas were a couple exceptions, but if one's heart's darkness is strong enough to gain sentience, Heartless able to plot and scheme to destroy every world and plunge them into darkness could spell disaster.

"Hey, Ven!" Starlight called out, Ven mindlessly walking past her room as she stepped out with a letter floating beside her.

"Hey, Starlight," Ven greeted back.

"I just got a letter from Thorax, and I was going to take a little trip to the changeling kingdom to surprise him and see how he's doing," she said.

"Wasn't he here a while ago?" Ventus asked. "Where Spike invited both him and Ember to try welcoming them to Ponyville?"

"And forgetting he invited them on the same date," Starlight added, then laughed. "That was a disaster. And, ironically, Spike had to solve a friendship problem, which he caused by trying to satisfy them separately out of fear of them fighting each other."

"Yeah, THAT was the craziest day in the history of Ponyville," Ventus muttered. "It seems like the Cutie Map can actually call on anyone for a friendship problem. And Spike's...head spines glowed..." He shook his head, unable to imagine how stressed out Aqua was when she found out Spike was also called by the map. "At least Ember and Thorax became good friends in the end, despite Spike's fears and causing them to fight in the first place."

"I still can't believe Ember found it hard to believe Twilight and I weren't the same pony," Starlight groaned. "It's obvious the two of us have different colored coats, different cutie marks, even different hairstyles. I'm surprised dragons can tell the difference between each other."

"Well, despite the slight differences, you and Twilight kinda do seem to be the same pony," Ventus pointed out. "I wasn't surprised when she thought Sora and I were the same. I mean...the only difference anyone could see about us is our hair."

Starlight grunted irritably, muttering something about not being as much of a nerd as Twilight was. "Starlight!" Coming down the hall was Trixie, finally finding them after she appeared lost in the castle. "There you are. I have no idea where everything is in this big castle. Too many halls and rooms for my liking."

"Did anyone even invite you in?" Ventus asked.

"I just let myself in. The door was unlocked," Trixie said, making Ventus groan as he expected such an answer from the selfish magician. "Anyway, I'm bored, and I'm waiting a while before I officially start my next magic tour."

"Well, if you want, I was asking Ven to come along and surprise Thorax," Starlight said.

"Well, I guess that's something," Trixie said. "I planned to do a tour there, so I guess I can see how much the changeling lands have...changed."

"Eh, I'm a bit bored, too," Ventus said. "Wished there was some Heartless or news from Ienzo about Ansem the Wise's data, but I could use a little road trip to see how Thorax is doing as the new leader of the changelings."

"Then let's not wait any longer!" Trixie and Ventus gathered near Starlight as she lit up her horn and teleported them out of the castle.


The transportation to the changeling kingdom wasn't as simple as Starlight hoped. Discord was able to do it in one go despite Chrysalis's now destroyed enchanted stone throne that disabled all but changeling magic, but he also seemed to know where exactly the changelings lived. She knew the general location from the map, but directly teleporting there still seemed to be problematic until the trio emerged within the perimeter of the kingdom. Ventus blinked rapidly after teleporting around several times, curious to know if Vanitas had this same problem with his teleporting after feinting getting hurt. Once the delirium faded, he was a bit surprised to see what was once a vast wasteland now turn into a lush environment with bushes, trees, assorted species of flowers, and even vines on the rocks in the area.

"Here we go! Right at the changeling hive!" Starlight said.

"Starlight, we were popping around all over Equestria, and we still have to walk," Trixie pointed out.

The magician pointed to the cliff behind them, where the group first arrived and discovered the loss of their magic. They moved just a scant bit closer, but still far away from the hive in the distance.

"It's like twelve steps away," Starlight said, brushing off the minor difference in distance from their last appearance. Trixie let out an annoyed huff, forced to walk the rest of the way instead of using the lazy way to get there. Some of that nullifying magic still lingered, but the two unicorns were able to use some magic. And Ventus was still a pegasus, though the extent of using any other magic might be limited with the enchantment slowly fading away. "So, on a scale of one to ten, how surprised do you guys think Thorax will be when he sees us?"

"Definitely a ten," Trixie said confidently. "I mean, who wouldn't be happy at the chance to marvel at the overwhelming talent that is the Great and Powerful Trixie!?"

Trixie lit up magic fireworks behind her, adding flair to her stage name. "...Sure, that's it," Ventus said sarcastically. "You wanted to entertain the changelings because you were bored and had nothing to do."

"And add a new route to future tours for my shows," Trixie stated matter-of-factly.

"Trixie, we're here to offer Thorax encouragement and support," Starlight said. "His letters make it seem like his responsibilities as the leader of the changelings is overwhelming." She then pulled out the letter she had earlier. "Dealing with the wants and needs of his subjects, redesigning the hive, a dread maulwurf wreaking havoc out here..."

"What the heck is a dread maulwurf?" Ventus asked.

"Is that even real?" Trixie asked skeptically.

"It is. Thorax said it's like half-bear, half-mole, half-raging-pile-of-claws!" Starlight's description made this maulwurf sound like it was made up, but Ventus had seen Unversed and Heartless stranger than that. Trixie didn't believe it though as Starlight continued. "Now that the changelings don't feed on the love of everything around them, plants have started to grow back. But this maulwurf keeps eating them."

"So that's why this wasteland is suddenly turning into a lush field," Ventus said after seeing all this greenery in what was supposed to be a desolate landscape. "That throne might have also sapped away any magic to help the plants grow, too."

"Uh huh. Sure. I bet you're just trying to scare us with this 'maulwurf', but it won't work," Trixie said. "Especially not me, because not only am I the Great and Powerful, I am also the Unscarable Trixie!"

Ventus rolled his eyes, finding that hard to believe when she nearly had a panic attack with Vanitas almost catching them during the invasion. Neither of the trio noticed something following them, stalking them from behind the foliage. Ventus heard rustling behind them, quickly turning around to see something leap out at them with a snarl. Within the split second of the surprise attack, Ventus's eyes grew wide when it was a changeling, but not like the transformed, friendlier changelings. This one was still evil with its black carapace, but it had red frills on its ears and tail, and purple eyes and wings. Ventus quickly got in front of Trixie and Starlight, meeting the evil changeling head on as the two tackled each other, hooves flailing while trying to wrestle the other to the ground.

"What in the-?" Starlight and Trixie turned when they saw Ventus zip past them, Trixie letting out a scream when she saw the evil changeling and jumped behind Starlight in fear. "Sweet Celestia!"

"There's still evil changelings!?" Trixie screeched. "Ventus, kill it! KILL IT!"

Ventus grunted, pinning the changeling down, but this one was pretty tough as he tried to flip the pegasus over. "Get Thorax! Now!"

He tried summoning his Keyblade, but the changeling seemed to be quite diverse in close-quarters combat when the wind was knocked out of Ventus with a swift kick to his gut. "Don't mess with me, pony!" the changeling said, flipping the gasping pegasus teen off of him, then got back up and focused on the two unicorn mares.

"M-Maybe, he looks this menacing and greets stallions in an aggressive way while being nice to mares?" Trixie asked, shaking in fright as she hoped what she guessed was right.

"Not a chance," he said. "And I'm NOT nice."

The evil changeling flew toward them, avoiding Starlight's weak magic blasts, her power still weakened due to the lingering effects of that throne. "Don't worry, Starlight. You got us here, I'll get us out!" Trixie said, summoning whatever stupid bravado she had out of desperation to flee from the changeling. "Teleportation spell, go!" she cried out, tossing her head back, but her magic aura didn't appear around her horn. The changeling snatched a large sack hidden behind a rock, thankful for Trixie's distracting and failing to teleport them to safety as he snatched both unicorns inside it. "...Did it work?"

"Nope," Starlight whimpered. Both mares screamed as the changeling dragged them off to the hive. "Ven! Help!"

Ventus coughed, getting the air back in his lungs while staggering back to his hooves. "T-Trixie! Starlight!" he called out. Summoning his Keyblade, Ventus aimed for the changeling. "Fire!" Instead of a sizable fireball shooting out of the tip of his blade, all that came out was a small ember, burning out after only a few feet. "Damn. I can't even use magic around here to defend myself."

He chased after the changeling, hearing Trixie in the bag constantly chanting her method of escaping as they reached the hive. Since most of the mountain had blown up after Chrysalis's throne was destroyed, there thankfully wasn't much of a maze as Ventus reached the new throne room, where Thorax was sitting in his more earthly throne made of roots. Thorax wondered what was going on, along with the other nicer changelings, but before he could greet Ventus upon seeing him, the pegasus flew straight at the evil changeling, sending them tumbling across the ground while releasing Starlight and Trixie from the sack.

"What is going-?" Thorax tried to ask, interrupted by Ventus' Keyblade being flung out of his hoof, ducking with a yelp as it almost hit him.

The changeling overpowered the Keyblade wielder, pinning Ventus down on his stomach while pressing a hoof down on his head to keep him from struggling. "I've captured these trespassers in our land!" the changeling said.

"Trespassers my tail!" Ventus grunted. "You're the one trespass-!"

The changeling pressed his hoof down harder, silencing Ventus. "And this runt tried to assault me when I ambushed them!"

"Pharynx, get off of him!" Thorax ordered. The "evil" changeling grumbled irritably, reluctantly getting off of Ventus while Thorax came over to help the pegasus back up. "They're not trespassers. They're my friends."

"They were lurking around on our grounds!" Pharynx argued. "In the old days, I would have already feasted on their love!"

"Well, that's why they're called the 'old days', because they're old," Thorax explained. Pharynx growled, then stormed off grumbling to himself. "Heh. Uhh, sorry about the...'welcoming committee'."

"HE'S the welcoming committee?" Trixie questioned. "That changeling didn't change like all of you! He's scary and evil!"

Pharynx hissed, making Trixie jump and hide behind Ventus. "He's lucky I wasn't able to burn, freeze, or shock him with my own magic after attacking us," he grumbled. "Didn't Ember teach you how to be more aggressive and deal with the changelings who didn't want to change?"

"Oh, she did," Thorax assured. "Really helpful, too. I was able to convince all of them to change, except one of them...My brother."

"Brother?" Ventus questioned.

"Yeah," Thorax said, looking away awkwardly while fidgeting his hooves. "...Pharynx is my elder broodmate."

Surprised, Ventus, Starlight, and Trixie looked at Pharynx, who was busy aggressively hissing at the other changelings as they passed him and tearing up the beautiful foliage around the new hive. "Pharynx is your brother?" Trixie asked as all three of the ponies found that hard to believe.

"Yeah. I can see the...resemblance," Ventus sarcastically muttered.

"We're nothing alike!" Pharynx exclaimed, moving over to a nearby cavern and began bucking into the wall hard, making Thorax wince.

"Stop doing that, Pharynx!" Thorax demanded, but the older brother ignored him, busting a hole in the wall with his strength.

"The hive looked better with holes," Pharynx said to himself, creating more holes to make the hive "better".

Thorax groaned, giving up trying to stop his brother and focused on his guests. "How about I show you guys the rest of the hive? Where it's less loud and bangy..."

Leaving Pharynx to do whatever he pleased, Thorax guided Ventus, Starlight, and Trixie, showing them their new features and what the rehabilitated changelings do now instead of patrol around their home and hunt for prey to feed. They practiced theater acts and performed, danced, had potluck lunches once a week, which thankfully didn't involve feasting on any creature's love. Despite being timid and a nervous wreck, Thorax was able to lead this new hive with much more kindness than Chrysalis, and they thrived much more than they had under their former queen's rule. The ponies were impressed, although their awe was distracted when a female changeling yelled, stomping over to Thorax, all covered in black paint.

"Thorax, he did it again!" the changeling exclaimed angrily. "Pharynx dumped an entire can of black paint on me!"

"What!? Why would he do that!?" Starlight asked.

"He said my fuchsia color wasn't 'intimidating to our enemies'!" the changeling said. "WHAT ENEMIES!?"

"I am so sorry," Thorax apologized. "I promise I'll talk to him."

"You're the ruler of the hive, Thorax! You need to do more than talk!" She huffed and marched off to get herself cleaned up.

Thorax let out a miserable sigh, his brother causing more trouble only leaving him with more stress. "What is wrong with your brother?" Ventus asked. "Does he always have an attitude?"

"Pharynx used to be head of patrol," Thorax explained wearily. "Now that we're peaceful, there's no need TO patrol, so he just stalks around the hive and make everyone miserable. The other changelings are sick of his antics, and if I can't get him to accept love and friendship and change like the rest of us, everything I've done here is at risk."

"Or what if he's still loyal to Chrysalis and spying on you?" Ventus theorized. "She set you two up as closer siblings than the rest of the changelings born around the same time, so in order to take back her hive, she sent him to mess everything up."

"Well, if that were true, he wouldn't still be living here and stay with Chrysalis," Thorax said. "Besides, when Chrysalis planned to kidnap everypony, Pharynx didn't even take part in the worldwide invasion with the rest of the changelings."

"He...didn't?" Starlight asked, shocking the ponies.

"You're joking, right?" Trixie asked.

"I was just as surprised as you guys," Thorax said. "I found out he was unconscious after you all left to rush Starlight back to Ponyville when...well, Vanitas almost killed her..."


Thorax was greatly worried about Starlight after taking the explosive magic blast Vanitas had aimed at Ventus before he escaped. Even though his friends had to leave to take her home for urgent care, the princesses stayed behind to discuss future meetings with their new, more peaceful hive now that he was considered to be its king. After planning their future delegations, the princesses headed back to their castles to bring back order to their kingdoms, alerting the impostors of their queen defeated and ruled by a new leader and sending them back to their home to be reformed.

"Oh dear. I hope Starlight will be ok," Thorax mumbled to himself. Trying to focus on getting his home back in order, he looked at all the familiar faces of his brethren, but one specific changeling had apparently been missing throughout this attempted invasion on Equestria. "Hey, where's Pharynx?"

"You won't believe this, but he's been unconscious throughout the whole invasion," one of the changelings said, surprising Thorax.

"Unconscious? W-What happened to him?" The other changelings told Thorax how Vanitas joined the hive after invading it with the Unversed, along with easily knocking Pharynx out with one kick after countering his charge by teleporting and leaving an afterimage before reappearing, just like what he saw during the Keyblade wielders' duel. Thorax knew Vanitas was incredibly strong, but it was a surprise to know his older brother was beaten by someone who he thought was a pony. They showed him where he was resting, deep in a part of the hive that was thankfully intact after their mountainous home blew up with the throne. Resting on a rock bed in what was their recovery room was Pharynx, a slight mark on his head, but he was still breathing. "Pharynx!"

Grumbling irritably, the black-chitin changeling squinted his eyes open, feeling his head pounding as he tried to recall what happened. "Finally decided to come back, have you?" Pharynx asked, sitting back up while rubbing his head. "Running off to leave us until you finally found the guts to help your hive."

"W-Well, you got hurt, and you were out for the last couple days," Thorax said, the news shocking Pharynx awake.

"A couple days!? How hard did that-!?" He paused when he finally noticed his younger brother, eyes growing wide and slack-jawed at his new form. Stuttering in disbelief, he didn't know if this really was Thorax, or someone who had his voice, which he thought the new form for his kind looked like a prismatic mess of a creature. "...T-Thorax!?"

Thorax thought it was odd his brother didn't recognize him, forgetting that he and the others were transformed into something else. "Oh, right. Uhh, heheh, yeah...Some things...happened while you were asleep?"

Mortified, Pharynx shot up and ran past his "big" brother, ignoring Thorax's concerns to stay in bed in rest. After shooting out of the cave, his heart sank when he saw the state of their hive, their brethren all transformed into colorful bug ponies, and with no sign of Chrysalis or, to his relief, Vanitas. He had a panic attack, which was rare for someone as tough as him, screaming in horror at the loss of their home and why everyone metamorphosized into rainbow beetles. Thorax managed to bring him back down from his shock and told him everything that happened while he was out, including who the "pony" who invaded their home earlier was another changeling named Vanitas, along with the Unversed creatures who helped him.

"...Seriously? You all look like this because you...shared love???" Pharynx questioned bitterly. "And our queen escaped with this Vanitas after those ponies beat us!? AGAIN!?!?!?!?"

"This way is better for us!" Thorax tried to argue, but even though he was taller and held more of an air of authority, he was still timid around his older brother. "We don't have to constantly hide from ponies by disguising as them and feeding off of love to survive! I was accepted by everypony in the Crystal Empire, and there was so much love willingly given to me, I didn't even feel hungry anymore!"

"You look like a rainbow barfed on an abomination created by a deer and a butterfly! And the butterfly was the one who laid your massive egg!" Pharynx exclaimed. "You all look ridiculous! I'd rather starve than 'share my love' with anything!"

The other changelings muttered to themselves, all of them knowing Pharynx was a tough soldier, but he was overreacting without even giving it a chance. "Pharynx, I know you're mad about missing the invasion, and losing Chrysalis-"

"Our queen!" Pharynx corrected.

"But she isn't our queen anymore!" Thorax countered. "You know she always hogged most of the love energy we find and bring back, and she would have done the same when everyone captured my friends. She even tried to suck out all of the love I had within me from my time being appreciated by everypony, and it felt like I was about to die if Starlight didn't convince me to release it, which helped me turn into this."

While the other changelings agreed with Thorax, trying to convince Pharynx that Chrysalis didn't truly care about her subjects after all the hard work they did for her, Pharynx's jaw clenched subtly at what his younger brother just said. His anger ebbed slightly, but he still looked grumpy and upset, looking around the hive miserably. He walked off, shoving past a few changelings as he wandered around in a huff. Thorax sighed, unsure if his brother's pride was shot from his quick loss against Vanitas, his loyalty left with no choice but to follow his younger, timid brother, or he had nowhere else to go as he's forced to stay in their ruined home with his kind transformed into something far worse than he imagined.


"He doesn't really respect me as a leader, but he's still here, so I'm at least a little thankful he didn't run off to find Chrysalis," Thorax said. "But he's been causing so much trouble, I don't know how to convince him to change so he doesn't have to struggle trying to survive anymore."

"Some people or creatures are a little hard to convince that a change needs to be made for a better future," Ventus said.

Starlight looked at Trixie, the two silently mulling over helping Pharynx change so Thorax didn't lose his brother. Trixie was adamant on helping the changeling, but Starlight managed to convince her, the magician letting out an annoyed huff.

"Well, we know a thing or two about what it's like to be outsiders," Starlight said, gesturing to herself and Trixie. "Maybe we could talk to him for you?"

"Do you really think you can help?" Thorax asked, a bit of hope welling in his eyes.

"Thorax, if there's anypony who can help your brother, it's me," Trixie gloated, making Ventus and Starlight roll their eyes. "And with Starlight and Ven helping, it might take slightly longer, but I guarantee you we can do it."

"Sure, I'm going to help someone who tried to capture us, claim us to a friend that we're intruders, and managed to best me while he has a huge handicap in power over us," Ventus stated. "If he's going to start a fight, I'll show him I'm not just some 'kid' he thinks he can beat easily."

"Thorax." A group of changelings hovered over to them, carrying bundles of leaves in their forelegs. "We're ready to start work on the trail of plants to lead the maulwurf away."

"Guess I'd better get going," Thorax said. "Do you guys think you can handle Pharynx?"

"Absolutely," Starlight said. Thorax left with the other changelings to guide the maulwurf away, leaving the trio to deal with Pharynx, who was growling and grunting while trying to tear down some vines hanging down from some of the caverns. "Or this might be harder than we thought."

"Well, you two can try to talk to Pharynx," Ventus said to the unicorns. "I don't want him finding out about how Vanitas and I are connected, otherwise he might try to attack me to get some form of revenge."

"Leaving US alone, with no way to defend ourselves if he wants to attack us!?" Trixie exclaimed.

"He's a little busy fighting some vines," Ventus pointed out, pointing a hoof at the changeling ripping the vines with his maw and shaking them around like a dog tugging against a rope to take for itself. "Besides, I want to do a little sweep around the hive. Not sure if any Unversed might be lingering after Vanitas left, and I don't want them hurting the other changelings."

Trixie whimpered nervously, but Starlight understood after escaping from both the swarm of changelings and Unversed during their rescue mission. Ventus made his own rounds while the two mares handled Pharynx, though he doubted they would be successful with a hardened warrior too stubborn to change for a better life. The teen was amazed by the foliage around the new hive, definitely giving off a more peaceful vibe than the foreboding emptiness that this wasteland once was.

While inspecting the inner caverns, he had a strange suspicion he was being watched by someone or something. He glanced over his shoulder, catching two very young changelings peeking behind a rock before ducking behind it, one pink and one green. They were about the size of Pound and Pumpkin Cake, probably curious about the pony walking around their hive. They did look a lot more adorable than the disturbing descriptions of the hatchlings Sora, Riku, Twilight, and Starlight described to everyone after they got back to Ponyville once Thorax wasn't considered a threat anymore. Amused, he turned his head, whistling nonchalantly as he slowly wandered around, hearing their tiny hooves try to sneak closer to get a better look at him. When they got close enough, thinking he was still unaware of their presence, he looked between his legs and startled them.

The young changelings got spooked and ran, bumping into another changeling's leg as they came around the corner, causing them to tumble over. "There you two are," she said. The baby changelings hid behind her, her chitin and carapace a pale arctic blue with her head fin and tail a light amaranth, the elytra on her back that hid her wings being a darker shade of amaranth. "You shouldn't be out alone with Pharynx wandering-"

She paused when she looked at Ventus, showing him her blue eyes as she let out a light gasp. "Hey there," he greeted. "Are those your siblings? Little guys must have gotten a bit curious seeing something other than a changeling." The changeling's ears drooped as her gaze shifted down to the ground. Ventus could clearly see she was just as nervous as her supposed siblings. "I overheard you talking about Pharynx. Has he caused trouble with you like everyone else?"

"Umm...Y-Yeah..." she mumbled.

"Well, my friends and I are going to try to convince him to change, but I don't know how well that'll work out," Ventus said. He approached her, making her step back slightly, her gaze shifting to him and elsewhere, though her siblings seemed a bit more brave and looked at the pegasus curiously. "I'm Ventus, but you can call me Ven. What's your name?"

"...I-I'm...O-Ocellus..." This changeling reminded him of Fluttershy when she was a lot more timid and quiet, barely hearing her voice.

"Sorry, but did you say you're name's...Ocellus?" Ventus asked. She nodded her head in response with a nervous whimper. "Ok...Uhh, aside from Pharynx, have you seen any Unversed in the hive, Ocellus?" While uttering a quiet response, Ocellus's two siblings walked up to Ventus. He felt one of them pawing at his foreleg, trying to touch the sleeve of his shirt as he looked down. "What about you two? Seen any bad monsters around?"

"Ocellus!" Coming around the corner was a female changeling, or what it sounded like from the voice since it was kind of hard to distinguish between their genders unless they spoke. The changeling spotted her, along with Ventus and the two young changelings trying to crawl up on the stallion's legs out of curiosity. "Oh. There are the little ones." She came over and picked the two changelings up in her forelegs. "I'm so sorry if they were bothering you."

"I think this is the first time they saw a pony like me," Ventus said. "A little curiosity never hurt anyone. And they are pretty cute."

He unfurled a wing and lightly tickled one of the baby changeling's noses, making it wrinkle its snout from the odd feeling. "Well, as long as they didn't run into Pharynx," the changeling said. "He'll end up being a bad influence for the younglings if he continues trying to change things back to the way they are, or even harass everyone."

"I saw that happen earlier with one of you covered in black paint," Ventus said.

"He did that again?" The changeling let out a sigh and shook her head, then perked up when she realized what time it was. "Ocellus, it's almost time for the feelings forum. You don't want to be late."

"O-Ok," Ocellus said, then quickly ran off after giving Ventus another nervous glance.

"Uhh, is Ocellus your daughter?" Ventus asked curiously. "I thought, being in a colony, Chrysalis was the mother of all the changelings."

"That is true, yes, but the youngling broods are given to older ones to look after and care for," she explained. "Before we changed, we had to teach them to hunt, disguise themselves, and feed off of love. In a way, I guess we are considered a singular family out of the whole hive."

"Huh. Interesting," Ventus mumbled. "She seemed a little scared of me."

"Oh, Ocellus was always quite shy and timid, just like Thorax is," the changeling said. "But, after seeing you fight against that rogue changeling, Vanitas, she might feel a little bit intimidated by a creature you actually are who can turn into a pony or a changeling through a mysterious magic foreign to even our kind."

"I'm not like Vanitas," Ventus assured. "Despite you all capturing my friends, I only cared about stopping Chrysalis and Vanitas while setting them free. Until Thorax transformed, I would have only knocked any of you out if you got in my way, but thanks to that throne, my magic was heavily limited."

"I'm sure she'll warm up to you. At least you're not like Pharynx," she grumbled.

"Right. And what was this 'feelings forum' thing you mentioned earlier?" Ventus asked.

"It's a little something Thorax came up with to help each of us better understand our inner feelings about different things," the changeling said. "If you want to see what it's like, it's about to start soon. Just go down the hall, and you should see a room with other changelings gathered around in a circle in one of the rooms. Not hard to miss."

"Ok, I guess I'll take a look." Ventus walked past the changeling and the babies in her forelegs, quickly turning around to ask her something else. "Before I go, have you or any of the other changelings seen any Unversed around? Those same creatures Vanitas had with him?"

"No. None of those strange creatures showed up again after he fled with the former queen," the changeling said.

"Ok. Well, keep an eye out just in case." She nodded, then Ventus made his leave to find the feelings forum meeting.

It didn't take long for Ventus to find the feelings forum, spotting Ocellus in the group, along with Starlight, Trixie, and Thorax. He saw from the looks on their faces when he walked in that their verbal attempts to persuade Pharynx yielded no results at all. Ventus sat down next to Ocellus, making her wince and shift away from him slightly in her seat as he joined in on one changeling opening up with their predicament.

"Sometimes I feel like a blue changeling. Sometimes I feel like a purple changeling. But here I am, a green one," the problematic changeling said to another, who was wearing a purple robe, a thin orange and yellow triangular bandanna with a flower attached to it on the left side of his head, and a pair of small glasses resting on the bridge of his nose.

"Can...changelings now change their skin colors randomly without transforming?" Ventus asked curiously to Ocellus, who fidgeted shyly and shook her head.

"You can be anything you want to be," the head of the feelings forum said with a lackadaisical tone that fit with the sort of hippie outfit he wore. "Be blue one day and purple the next. Be both on the same day."

"But then I feel like I'd be living a lie," the changeling with the problem said.

"It's very brave of you to share something so personal," the feelings forum head said. "Does anyone else have similar concerns?"

"I used to, but craft time has given me such a creative outlet, I feel great now!" one changeling said, holding up a decently made pot with some flower designs.

"Uh huh. Everyone loves craft time," another agreed, prompting the other changelings to share their own agreements on the favored event they all do now.

"Well, everyone except for...you-know-who," the first changeling pointed out.

"Yeah. You-know-who spends all his craft time making spears," the second changeling stated, shocking the ponies in the group while Thorax grimaced.

"He's scary and intimidating," the first changeling continued on. "You-know-who makes me uncomfortable."

"He makes us ALL uncomfortable," the color-problem changeling said.

"Everyone, please!" Thorax interjected, hoping to steer all of the conversation away from his brother. Little did he or the others know that Pharynx was watching them from outside, hearing all of their complaints about him. "I understand Pharynx can be a little challenging at times."

"That's an understatement!" the first changeling exclaimed. "He lined a hallway with thorns!"

"He teaches little changelings to growl and hiss!" the color-problem changeling added.

"My soup's too hot!" a third changeling voiced out, holding a bowl of hot soup. Everyone stared at the odd changeling, Thorax silently thanking him for changing up the topic, if only for a little with the awkward "complaint" he had. "What? I thought the feelings forum was for sharing our problems."

Trixie facehooved at the "problem", able to come up with better excuses at the drop of her wizard's cap. "Sounds like your lame 'feelings forum' is for talking about me behind my back!"

Everyone quickly turned to Pharynx, having had enough as he walked in on them. Ocellus gasped and hid behind Ventus, shivering in fright at his presence.

"The feelings forum is for talking about anything that's bothering you," the feelings forum changeling said, surprisingly calm with the old-fashioned changeling about to cause a problem. "Is there something you'd like to share, Pharynx?"

"Actually, there is," Pharynx said, stomping past Ventus as he stood in the center of the group circle, Ocellus keeping herself behind the pegasus. "The changelings used to be a fearsome swarm! Now we sit around talking about our feelings so much, you can't even stop a maulwurf from eating all your 'pretty plants'! I could have sent that thing packing before-" He pointed at Thorax for his next statement, silently blaming him for turning their hive of warriors into a bunch of weak bugs. "-but I guess now we'll just try to lead it away and HOPE that keeps us safe!"

Pharynx flew off with a huff, nudging past Thorax harshly, his words sprouting ire toward him from the other changelings. "I don't feel safe with him around!"

"I'd feel safer if he were gone!" another changeling exclaimed.

"I-I can't do that," Thorax weakly argued, torn between his hive's future and keeping his aggressive older brother.

"WE WANT HIM BANISHED!!!!!" the changelings sans the feelings forum leader and Ocellus shouted, then began arguing, demanding Thorax to kick Pharynx out of the hive forever.

Ventus growled, left with no choice but to see for himself why Pharynx is acting like a mule to everyone. He stood up, ignoring the arguing changelings while Starlight and Trixie grimaced, seeing how Pharynx is a lost cause to the hive. While the feelings forum changeling tried to keep order, Ocellus looked on to where both the aggressive changeling and Keyblade wielder exited, then got up and followed after them.


Pharynx grumbled to himself, stomping on bushes as he wandered around trying to "fix" the hive. He hissed at the other changelings as he passed them, startling them and only making them despise him more. After heading outside to get rid of more of the foliage, his ears perked up at the sound of something flashing, stopping in place with a sneer.

"What is your problem, Pharynx!?" Ventus exclaimed. Pharynx turned around, finding the pegasus with his Keyblade out, letting out a snort at the teen's attempt to try to intimidate him. "The changelings are trying to live peacefully, and all you do is make them feel afraid of you! Whatever intentions you have, you're not doing much trying to protect the hive if you destroy everything Thorax has done to make the changelings likable and no longer feared!"

"Kid, look around you! Since the throne was destroyed, magic is coming back to these lands!" Pharynx argued, ripping off a bundle of vines nearby with his mouth, then waved it at the pegasus. "These plants can be used as hiding places for predators who can catch us off guard! Someone has to grow a pair and be tough enough to be alert for any threats that could KILL us!"

"That doesn't mean you can just do whatever you want, hissing at other changelings and forcing them to change back when this kind of change will help you survive better!" Ventus argued. "You can't force someone to fight alongside you if you keep acting like a jerk to them or their families!"

"Spare me! Everything was better before that rogue changeling came in, and you and your friends somehow managed to beat Chrysalis with Thorax without any magic!" Pharynx exclaimed. While glaring at Ventus, Pharynx spotted something behind him. One one of the rocks, there was a pair of cyan, bug-like eyes watching them, which quickly closed when he spotted them. Growling, he flew past Ventus, confusing the stallion when he went over to the rock, and with a harsh smack, he heard a yelp, the rock suddenly veiled by a green aura to reveal Ocellus in disguise. She let out a whimper as he loomed over her. "You're not a good spy if you can't squint your eyes when you're an inanimate object. Why are you spying on me!?"

"I-I-" Ocellus stammered, breaking down in tears as she curled in a ball under his intimidating stance.

"Quit acting like a baby, Ocellus!" Pharynx yelled, making the harmless changeling teen tremble. "You were the last youngling I tried to whip into shape, and you're just as pathetic as my brother! Probably even worse!"

Ventus had enough and flew at Pharynx, giving the changeling a hard buck to his side, kicking him away from the frightened female changeling. "Leave her alone, Pharynx! If you want to vent out your anger, then do it on me! Not her, your brother, or the other changelings!"

Pharynx growled, barely wincing from getting knocked back as he glared at Ventus. "...Do you really want a repeat of earlier, kid?" he questioned.

"My name is Ventus!" the Keyblade wielder yelled, twirling his blade in his hoof as he stood in his fighting stance protectively in front of Ocellus. "I'm not just some kid!"

"...Very well, then," Pharynx said, crouching low with a hiss. "You'll see why I was the queen's head of her patrol. Don't say I didn't give you enough warnings, kid."

In a flash of green, the small orb that appeared around Pharynx suddenly grew bigger, transforming him into something Ventus had never seen before. He turned into some kind of massive black and purple insect behemoth that was a cross between a moth and a wasp. Letting out a shriek, Pharynx flew toward him, his long, pointed legs rearing up to slam down on Ventus and Ocellus. Ventus grabbed Ocellus and dove them out of the way, hearing Pharynx slam his front legs into the ground.

"Ok, that's new," Ventus said, then gently nudged Ocellus back on her hooves. "Get somewhere safe! I'll handle Pharynx!"

The changeling nodded and fled for her life, diving behind a rock and peeked around the corner fearfully. Pharynx made another charge, but Ventus took him head on, blocking and dodging the aggressive changeling's swipes. Ventus swung his Keyblade and struck the insect beast, but his blade bounced off the transformed changeling's much tougher carapace. He tried to aim for his head, only to miss as Pharynx transformed back to normal, then tackled the teen hard, forcing him to drop his Keyblade, then transform into a cragodile, the rock-skinned reptile's weight slamming down on Ventus and pinned him to the ground.

Pharynx laughed, changing back to normal as he towered over the pegasus. "What did I just say, kid!?" he mocked. "I bet you can't even beat yourself up if you had a clone!...Oh wait." He transformed again, turning into Ventus, making the real pegasus growl in irritation. Pharynx began punching Ventus's chest, making him grunt while smirking down at him. "Stop hitting yourself! Stop hitting yourself!" Ventus tried to block Pharynx's hoof, only for the fake pegasus to grab it, and then began making Ventus smack himself with his own hoof. "Why are you hitting yourself!? Why are you hitting yourself!?"

Getting frustrated and annoyed by Pharynx's childish antics, despite his superior strength, Ventus was going to show the changeling just how strong he really is. Activating his D-Links, Ventus's body flashed a bright white, blinding Pharynx, still keeping the pegasus pinned down. When the light faded, Ventus used his D-Link with Thorax, shifting himself in his changeling form. With his strength renewed from the transformation, Ventus grasped Pharynx's foreleg tightly, and when the changeling's vision came back to him, his jaw dropped when he saw the pegasus was now a changeling like his brother and the rest of the hive.

"Don't...underestimate...ME!" Ventus shouted, throwing back Pharynx's hoof to hit himself in the face harder than he'd done to the Keyblade wielder, then kicked the stunned changeling high in the air. Flipping back up on his hooves, he called his Keyblade back to his hoof, facing Pharynx as he hovered back down to the ground, shocked and enraged. Ocellus watched, staring in awe at Ventus's temporary transformation with a pink blush glowing on her cheeks. "Now, let's try this again. I'll show you just how strong I really am without the lingering enchantment from that stone throne getting in my way."

"Ragh! What the hay are you!?" Pharynx questioned.

"Neither pony or changeling," Ventus said.

"Whatever you are, I'm not gonna fall to a runt like you!" Pharynx roared, charging toward Ventus, transforming into a chimera, the lion, snake, and goat heads with purple eyes while the rest of it was as normal as the actual creature's mismatched form.

The lion head lunged forward, Ventus quickly propping its jaws with his short Keyblade to keep from getting bitten. The goat head began to bleat and headbutt Ventus, forcing him to dive away toward the snake tail. The snake hissed and chomped at the Keyblade wielder, narrowly missing his muzzle by inches before Ventus grasped the head. Calling his Keyblade back, he blasted the snake head with a Blizzard spell, making Pharynx roar from the icy chill while stomping beneath him. Diving away, Ventus launched a flurry of Fire spells, hitting the changeling as the chimera roars, bleats, and hisses cried out in pain. He shifted back to normal, dousing himself out before leering at the young Keyblade wielder.

Transforming back into the giant insect beast, Pharynx hissed and flew toward Ventus. The Keyblade wielder opened his wings, releasing his form's hallucinogenic spores as he flew away, hitting Pharynx with a good amount of the white, glittery dust. Pharynx continued undeterred, lost in the fog of spores until he found his target, snatching him and slamming him to the ground. He reared a leg back to strike, but when he looked down, he froze when, instead of Ventus, he was pinning down Thorax in his previous form.

"P-Pharynx, stop!" Thorax begged helplessly. "Don't kill me!"

"T-Thorax???" Confused, Pharynx turned back to normal, backing away as he looked around the fog. He growled, knowing Thorax wasn't this impostor as he looked around for Ventus. "A trick. These spores in the air. I don't know what kind of magic you know, but if you think you can trick me like that, I'm not that easy to fool!"

"Thorax" grinned, standing back up while Pharynx had his back turned toward him, failing to see he DID catch Ventus. "Are you sure about that?" Ventus said in Thorax's voice. Grunting in shock, Pharynx turned around, only to get smacked by Ventus's Keyblade when he saw his "brother" turn into the wielder. "The best of Chrysalis's army easily fooled by a hallucination!"

"Grah! Buzz off, brat!" Pharynx tried to lash back, but Ventus hid back in the cloud. "Quit hiding like a coward! Face me like a stallion!"

"Pharynx, what's going on?" He heard Thorax's voice again, but he wasn't going to be tricked again. He turned to the voice with his mouth ready to chomp on Ventus, but it was Thorax in his bright, tall, and colorful form. "Ahh! Stop!"

Pharynx stopped, letting out a frustrated growl. "Beat it, Thorax! I'm trying to teach this kid a lesson! I'll show him I'm not to be made a fool of!"

"Why would you want to attack Ven?" Thorax asked. "He's my friend."

"I don't care what he is, but he's getting kicked out of here one way or another, and he isn't going to humiliate me again!" Pharynx exclaimed. Out of nowhere, Ventus zipped through the cloud, kicking Pharynx in the back of the head, sending him flying into Thorax. Instead of hitting another body, the changeling phased through the changeling leader, tricked by another hallucination as he smacked into the wall face first. "Urgh! Another...? What kind of pony is this-?"

He turned around, only to find several hundred copies of his brother looking worried and concerned. Their voices rang in his head, finding no sign of Ventus through the spore cloud or between the many Thoraxes. Panting heavily, frustrated from getting beaten by a pony, and irritated by the whiny voices coming from his younger brother in all directions, Pharynx shrieked in rage, shooting forward and pummeling his way through the fake Thoraxes.

Ocellus watched Pharynx acting oddly, trying to fight nothing in the spores, which didn't even look like his vision was impaired since she could clearly see him and Ventus. The D-Linked stallion hovered on the sidelines, watching Pharynx as well, seeing something that she didn't. He glanced over at her, spotting her witnessing the fight even after he warned her to leave before either of them hurt her. He wondered why she still stuck around as she quickly ducked away, still keeping an eye on Pharynx, but he'll have to find out some other time.

"KID! GET BACK HERE AND FIGHT ME!!!!!" Pharynx screamed, seething with rage as he tired himself out, panting heavily while still looking beyond all the Thoraxes that still kept appearing around him. "QUIT HIDING BEHIND MY WUSS OF A BROTHER AND FIGHT MEEEEEE!!!!"

"Fine, but I'm ending it," Ventus said. Pharynx heard Ventus's voice loud and clear over the hallucinations, but he wasn't able to find him. Ventus twirled his Keyblade, then thrust it up in the air. "Tornado!" Suddenly, wind picked up and twisted around in a dangerous whirlwind, blowing away the spore cloud and hallucinations, and eventually picked up Pharynx as he screamed while spinning wildly in the magic tornado. Ventus followed after him, flying with the wind until he reached the changeling. With one hard kick up, the tornado stopped as Pharynx flew out of the funnel, then one hard slam once Ventus flew over him, the changeling was sent spiraling back down to the ground with a thud. Pharynx grunted in pain, but as he stood up, Ventus dove down and slammed down on the changeling's thorax, making him wheeze from getting the wind knocked out of him, staying down when he felt Ventus's Keyblade press against his neck. "It's over, Pharynx."

Pharynx squinted his eyes, letting out a grunt as he turned his head away. "...Fine, then," he said. "Cut off my head...I've clearly lost."

Shocked Ventus moved his Keyblade away, shifting back to normal. "I'm not going to kill you," he said. "I was trying to get you to shut up and listen, and if I had to fight you to do so, then I had to."

"Better I die a noble death than stay alive to be banished by the hive I've been trying to protect." Ventus got off of Pharynx, a bit startled to hear him say such a thing. Did he even know that the changelings were trying to get Thorax to banish him for everything he's done to them now that they were peaceful? Digging into his pocket, Ventus pulled out a Hi-Potion, giving it a toss, making the green healing energy flow into Pharynx. The changeling was confused by the odd gesture, but he stood up, owing an explanation after being spared from a warrior's death in their duel. "I'm not stupid. I know everyone wants me gone because I refuse to change to keep their hides safe."

"That and you kept being aggressive toward everyone, crafted spears instead of art, tried getting baby changelings to behave like you, drenching changelings in black paint, even ambushing visitors and capturing them as soon as they set foot in the kingdom," Ventus listed.

"The hive will end up WORSE by being too peaceful!" Pharynx argued. "Thorax is trying to build a utopia, where all of us changelings will live in peace and make friends with every single creature who can utter a few words! That ideal is what'll get them all killed by invaders, whether they have a working brain or not!"

"So then why don't you tell Thorax he should at least find suitable guards?" Ventus questioned, which made the changeling scoff.

"My little brother's afraid of getting into a confrontation with anyone, so what makes you think he'll say yes to THAT idea?" Pharynx asked.

"Even you?" Ventus asked back. "When you're supposed to be his older brother, you fight back with him instead of help support what he thinks is best for your hive now. You call him pathetic, but he was the FIRST changeling to realize how horrible Chrysalis made all of you out to be, and he was the FIRST one to release that love and show that you don't have to live in hiding and hunt like predators while nearly starving to death. So, even though he looks up to you, you mistreat him just like the rest of the changelings do."

That struck a nerve as Pharynx let out a low growl, his horn lighting up while bearing his fangs at Ventus. The pegasus quickly called back his Keyblade, preparing himself to block an incoming magic beam, but when Pharynx let out a roar, he fired a beam at a rock at his side, blowing it to pieces. Panting, Pharynx leered at Ventus, insulted.

"I NEVER treated Thorax like everyone else did," he growled, followed by an exhausted sigh. "...Since we were grubs, I always looked out for him. The others teased him for being weak, for being too nice, easy pickings for when we used to be warriors. But if they ever so much as laid a hoof on him, they'd have to answer to me. That was my job, not theirs."

"To beat him up when you need a punching bag?" Ventus questioned.

"I make him hit himself, but nothing else," Pharynx admitted. "I'm tough on him because I want him to grow a vertebrae. The queen wouldn't have accepted weak soldiers..."

The changeling looked like he wanted to say something else, but with the way he bit his bottom lip trying to come up with the words, Ventus could see why Pharynx actually does have a heart underneath that black chitin body. "...So...in your own way...you really care about Thorax," he said, making the changeling grumble. "And even though you hate everything that's changing, you're not really sticking around for the hive; you're staying because of your brother."

Pharynx let out an exasperated sigh. "Yeah, I am! Ok!? I've looked out for him and tried to make him stronger, which always failed when he cried like a baby! And you know what's worse!? He runs away from the hive months after the invasion in Canterlot, I have no idea where he's run off to or why, and every day when I'm assigned to hunt for food, I try to find him and bring him back home, with no luck! So, yes, I care about him, and I worried about him, even after he told me the queen almost killed him by taking away all the love he was given while he was living freely in the Crystal Empire!!!!"

After letting out his feelings, in his own way, Pharynx panted heavily, eyes quivering as he tried to hold himself back from shedding a tear in front of the pony who managed to overpower him. Ventus barely flinched at his outburst, but Ocellus was a bit shocked as she still hid behind her rock.

"So, he told you everything that happened while you were out?" Ventus asked.

"Yes. Even that other changeling who took my place, Vantidus, or whatever his name was," Pharynx said.

"Vanitas," Ventus corrected.

"Yeah, that," Pharynx said. A thought occurred to him as he looked at Ventus, the way he grimaced when mentioning him quite odd to the changeling. "...Do you...know who he was?"

"...Yeah," Ventus admitted. "...Because he's actually my darkness given a physical form."

Pharynx's eyes widened in disbelief, even Ocellus was shocked, stifling a gasp with her hoof. "...So...like a brother?" the changeling asked curiously.

"The worst kind of brother," Ventus agreed. "But not like you, Pharynx." Pharynx's gaze hardened, letting out a scoff as he turned away. "Maybe if you dropped the harsher side of you, everyone else will respect you will you still play a role in protecting everyone. And Thorax."

"...I doubt anyone would want to keep me around," Pharynx said. "Sooner or later, the others will break Thorax down, and he'll sentence me to banishment, never to return here."

"Thorax wouldn't do that!" Ventus exclaimed, shocked to hear something like that come from Pharynx. "If you knew him since you were babies, he wouldn't even have the guts to do something like that to you!"

"I think it's better if I left now rather than hear him tell me I'm kicked out of the hive forever," Pharynx mumbled, then looked back at Ventus. "No one would miss me..."

He began walking off, making the decision for Thorax and left the hive, heading out into the wilds. "That's not true...Thorax would," Ventus uttered, unable to stop Pharynx after he's already decided.

He sighed, wondering how he was going to break the unfortunate news to Thorax, or great news for the rest of the changelings. Ventus made his way back inside the hive, Ocellus following beside him, her nervousness lifting away a little after seeing him fight and how he cared about her safety.

"...Y-You're...really strong," she complimented. "I mean, I heard you were, but...seeing you up close is...different than I imagined."

"Thanks," Ventus said.

"...So, umm...Pharynx really left," she said. "He was so awful to everyone, but I never knew he really did care about something until now."

"I know. I noticed how he hesitated really hurting 'Thorax' while he was trapped in my illusion," he said. "He says he hits him, but only to tease him. I thought it was impossible to find a way for him to fully reform, and I was proven wrong thanks to his relationship with Thorax."

"Not exactly a healthy one if you ask me," Ocellus said. Ventus was glad to see the shy changeling conversing with him, even after the awkward timidness and Pharynx reprimanding her after smacking her out of her disguise. "Umm...Thanks for saving me back there."

"Oh, it's no problem," Ventus said. "I didn't want Pharynx to cause more harm, but I didn't want him to leave...Thorax isn't going to like this..."

"Hey! Ven!" Starlight called out, running toward Ventus and Ocellus, the timid changeling quickly going back into shy mode when the unicorn approached. "I was looking all over for you. I think I came up with the perfect plan to help keep Pharynx from getting banished from the hive. I've already got Trixie looking for him."

"Uhh, Starlight-" Ventus tried to speak, but Starlight continued on.

"We're going to use one problem to solve another," the unicorn said. "I already went and switched around the trail of plants to lure the maulwurf here. The changelings might not be able to stop it, but Pharynx can."

"Y-You did what!?" Ocellus shrieked.

"When the maulwurf attacks, Pharynx will save his brother, showing everypony his good side, the others will accept him, and he'll finally let love and friendship into his life and transform!" Starlight finished, ignoring the shocked look on both Ventus and Ocellus's faces.

"Are you crazy!?" Ocellus exclaimed. "Do you have any idea how big a maulwurf is!? Even if Pharynx tries to fight it off, he won't stand a chance!" She began hyperventilating, grabbing Ventus and shaking him. "Our home is doomed!"

"Everything's fine. It'll totally work," Starlight reassured.

Ventus gently stopped Ocellus, patting her back to try to calm her, then leered at Starlight. "How exactly will that work when Pharynx just left?"

"'Left'?" Starlight asked. "As in, 'Left to go to the throne room?'"

"Left as in he decided to leave the hive for good to avoid being banished by Thorax and the rest of the changelings!" Ventus shouted, his news to her making Starlight gulp nervously.

"T-Then who's going to stop the dread maulwurf I'm leading here!?" Starlight asked in a panic. Ventus groaned bitterly, pointing to himself since there was no other possible fighter around except for him. "...Uhh, right. But, that would mean Pharynx wouldn't be accepted and my plan would be pointless."

"Do you ever tell anyone your plan FIRST before executing it?" Ventus questioned. "Like when you switched Celestia and Luna's cutie marks around during yours and Sora's friendship mission?"

"Well, how did Pharynx decide on leaving!?" Starlight questioned. "Did you do something to him!?"

"I did have a fight with him and proved to him I was stronger than he thought, but he knew every changeling didn't like him, and he thinks Thorax is sick of him after everything he's done," Ventus recalled.

"What? Thorax didn't want Pharynx to leave," Starlight said. "When they were little, Pharynx might have been mean to Thorax, but-"

"Yes, we get it! Pharynx does have a soft spot underneath his tough carapace!" Ocellus interrupted. "But can we please get Thorax and tell him we're in danger!?"

"Right. He has to know, even if it gives him a heart attack." Ventus and Starlight quickly rushed off to find Thorax, Ocellus following after them to warn her family about Starlight's insane idea.

They found Thorax in the throne room, along with several other changelings and Trixie, who gave up trying to find Pharynx a while ago. "Thorax!" Starlight called out. "Pharynx is missing!" Though Thorax was horrified, the other changelings cheered, relieved to have the obnoxious, rude, and aggressive changeling finally out of their lives. "And the dread maulwurf is coming this way!"

The cheers turned to screams of terror, the news confusing Thorax. "That doesn't make any sense. The trail of plants should have led the dread maulwurf away."

Starlight laughed sheepishly. "I might have relaid them to lead it back to the hive."

"What!? Why would you do that!?" Thorax questioned angrily, his plan to get lead the maulwurf away ruined by one his his friends.

"She wanted Pharynx to show you and the other changelings he does care and fight the maulwurf off to protect you and his home," Ventus summarized, seeing Starlight keeps digging herself a bigger hole from her lack of communicating with friends about her ideas before doing them.

"And he's out there by himself somewhere between here and that rampaging monster!?" Worried about his brother's safety, Thorax needed to find him and bring him back home. "I have to save him!"

"We're coming along with you," Starlight said, only to earn a glare from the changeling leader.

"Of course you are!" he chided. "This is all your fault!"

"Oh, don't be too hard on Starlight," Trixie said, trying to sound sincere, but it was more condescending, as per usual Trixie fashion. "Her heart was in the right place."

"You're coming, too!" Thorax ordered, startling the unicorn despite being unaware of her best friend's plan as well.

"...Well, I was going to volunteer anyway," Trixie finally said.

"Who else is coming?" Thorax asked his fellow changelings. All of them said nothing, looking at each other like they thought Thorax was nuts going after Pharynx. It was a stupid question to ask, the changeling leader letting out a sigh as he was going to get no willing volunteers from his hive. "Fine...It's just going to be us, then."

Starlight wasn't going to have any of it as she decided to give the changelings a motivating speech, pacing back and forth in front of the skeptical hive. "Oh, sure, you could all stay here, not help Pharynx and he won't bother you anymore. It's your choice. But remember when you DIDN'T have a choice! When you were forced to obey Chrysalis! You might have been unstoppable, but you weren't free to choose! And now you are, because of Thorax!" The changelings did remember how horrible things were with Chrysalis in charge, looking down with conflicted gazes. Ocellus overheard Starlight as she passed the throne room while searching for her family, stopping to hear her speech from a distance. "Well, it's his brother out there, and now it's your chance to prove you're just as strong embracing love as you were feeding on it! Now is your chance to show what changelings can really be! Not because you HAVE to, but because you CHOOSE to!"


"...Well, you did say they could choose," Ventus said, mentioning the point of Starlight's "motivational" speech. Her speech failed to persuade the other changelings to help, either too afraid of Pharynx, the maulwurf, or both, leaving the small group to head out to find Pharynx and help stop the maulwurf. "Maybe you should just take up motivational speeches instead of creating plans. You do much better at that than thinking ahead of what could possibly go wrong if your plan goes wrong or has horrible repercussions."

"I don't blame them for not coming along," Thorax said, having expected them to stay behind despite Starlight's help. "If he wasn't my brother, I don't think I'd be here."

"Maybe the maulwurf will be long gone and we'll find Pharynx all alone!" Starlight hoped, but she tempted fate yet again as they heard a roar up beyond the hill, followed by Pharynx's grunts and the sounds of a fight against a large beast. "...Or maybe not."

"Starlight, just stick with the speeches," Ventus advised. The group quickly raced up the hill, looking down to see Pharynx flying around the maulwurf, which actually happened to be a real creature, to Trixie's surprise. The dread maulwurd was indeed half mole and half bear, about two times bigger than the average brown bear while it looked more like a star-nosed mole, its fur blue with the appendages on its nose a lighter shade. It had huge forearms and giant fangs, quite possibly omnivorous despite its appearance as a species if it eat away at plants and was willing to sink its teeth in Pharynx. "Holy moly, that's a huge moly!" Thorax, Starlight, and Trixie stared at Ventus after he said something Pinkie Pie would have shouted. "...I've been hanging around Pinkie Pie too much."

Pharynx avoided a hard swipe from the giant mole, then transformed into the same giant bug behemoth he used against Ventus earlier, shrieking as he dove down and rammed into the maulwurf. The maulwurf was shoved back, but it was a tough creature, swinging a paw hard in Pharynx's face, smacking him away and out of his form, the changeling slightly dazed as he shook his head.

"Pharynx!" Thorax called out, almost distracting Pharynx as he narrowly avoided another swing from the maulwurf.

"What are you doing here!?" Pharynx exclaimed.

"Saving your sorry butt!" Ventus answered, leaping down to join Pharynx with his Keyblade ready, along with Thorax, Trixie, and Starlight.

"Get out of here!" he said, dodging the maulwurf's fangs as it tried to chomp him again. "Let me handle this!"

"We're not leaving you!" Starlight said.

Ventus flew around the maulwurf's arms as it swung wildly. He swung his Keyblade into its side, only for his blade to bounce off the beast's incredibly thick hide. Trixie tried distracting it with her smoke bombs, missing its eyes and only making it angrier as it roared in irritation. Setting its sights on the magician, who winced and slowly backed away, Ventus and Pharynx tackled the maulwurf, followed by a much more powerful magic blast from Starlight since they were far enough away from the hive. Sadly, the beam didn't seem to do much as it barely felt the attack, letting out another roar as it flailed its arms, smacking the changeling and pegasus away.

"How did THAT not do anything!?" Trixie shrieked.

"Uh, I may have forgotten to mention in my letters that maulwurfs have REALLY thick hides!" Thorax said.

"Gee, thanks for leaving out that detail if my Keyblade can't even scratch it!" Ventus exclaimed, yelping as he avoided another swing, only to have his tail get snatched and hoisted in the air by the creature. "AHH! I'm not food! I taste awful!"

Pharynx tried to help Ventus out of the maulwurf's fangs, but it began shaking its head around wildly, disorienting Ventus while smacking the changeling aside with the pegasus ragdoll. It let go of the Keyblade wielder, sending him hurtling toward Thorax, the changeling leader flying away as Ventus headed for the ground, quickly rolling upon landing before getting on his hooves and skidding to a halt for a few yards.

"Ugh. I can't beat this thing alone," Pharynx said.

"I thought you could!" Starlight said.

"I could with the rest of the swarm!" he exclaimed. "I may be tough on my own, but against creatures like this, I can't do it alone!"

"Good thing you're not alone!" Up on the cliff, to the others' surprise, the rest of the hive had come to help after all.

Starlight was surprised her speech did work, although it took a bit for it to sink in. Among the changelings, Ventus saw Ocellus with the group, even though she wasn't much of a fighter like Pharynx was, or even Thorax. The changelings charged in with battle cries, swarming the maulwurf and overwhelmed it by sheer numbers. Together, they managed to tackle the mole down, keeping up the attack even as they were swatted away. Thorax joined in as they all pinned the creature down, but it was too strong, pushing up off the ground and flinging the swarm off of it. Most managed to right themselves back up in the air while others hit the ground, Ocellus crashing into Ventus as he broke her fall.

"S-Sorry!" Ocellus apologized, quickly getting up and helping Ventus back on his hooves.

"I thought Pharynx said you weren't good at fighting," Ventus playful teased, making the changeling blush.

"W-Well, I didn't like learning how, but I don't want to lose our home," she said.

"Ugh! It's no use!" Thorax said. "We're out of practice and it's too tough!"

Trixie tried throwing a rock at the maulwurf, hitting its face, only making it flinch and tick it off even more. "And strong!" she added. "Too bad we can't make it fight itself!"

"Make it fight itself...? That's it!" Pharynx said, getting an idea. "Thorax, remember when we were young and I made you hit yourself!?"

"Now's not the time to make fun of me, Pharynx!" Thorax exclaimed, scrunching his muzzle after being reminded of that form of teasing as young changelings.

"No, you idiot!" Pharynx rolled his eyes, his brother slowly getting the idea as he approached Ventus. "Hey, kid, think you can confuse that thing in that white changeling body of yours?"

"B-But wouldn't those spores affect everyone else?" Ocellus asked.

"How did you know-?" Pharynx asked, his shocked expression changing to a leer at the teenage changeling. "...You were watching us fight that whole time?"

"Pharynx, drop it," Ventus warned, stepping in front of Ocellus in case he decided to hurt her to reprimand her again. "As for the spores, I know they don't affect me, but I'm not sure if I'm able to keep others from suffering the hallucinogenic effects." Accessing his D-Links, Ventus turned back into his changeling form, twirling his Keyblade around as he came up with a contingency plan. "However, if I cast Aero on you guys, the wind should protect you from breathing in the spores."

"Air-what?" Pharynx uttered.

"It's 'Aero', a protective wind spell that helps enhance defenses for the caster, and with a stronger variation of it, it's able to repel foes and even deflect small projectiles," Ocellus clarified. Her exact definition surprised Ventus, but confused Pharynx even more with the magic spell. The changeling teen blushed sheepishly, biting her lower lip when she saw Ventus's reaction. "...When Princess Twilight came to the hive to help make delegations with Thorax, she left a list of magic spells that Keyblade wielders use. I looked through them before giving it back." Ventus was still stunned, wondering why Twilight would keep magic spells for her Keyblade on her unless she planned on practicing them and experimented with making different variations to them with her alicorn magic. "...I also like learning new things."

"...Ok. Good to know," Ventus mumbled. Clearing his throat, he focused back on the maulwurf and finally beating this beast down. "Let's run this giant mole out of here! Aeroga!" Ventus cast the protective spell on Pharynx and Thorax, the former wincing after he was swept up in an even stronger gale of winds. Before he flew off to cast a cloud of his enchanted spores over the maulwurf, Ventus looked at Ocellus, who seemed eager to get back in the fight, showing a side of her he never knew she had. There was even some sort of potential within her, something that familiar with his own power as a Keyblade wielder. "...Ocellus, we can handle getting the maulwurf to hurt itself...Do you want to help?"

"You're going to let her try to help!?" Thorax exclaimed in shock. "I know Ocellus! She could get hurt!"

"Yeah, I agree with Thorax!" Pharynx said. "She could barely take a hit when I sparred with her!"

"I-I can do this!" Ocellus said. "All we have to do is avoid its arms while we get it to hit itself."

"Are you sure?" Ventus asked. She nodded with an air of confidence. "...Alright, but if it gets too wild, you get out of there. Got it?" Ocellus nodded again in understanding. Ventus cast the spell on her, watching the spiraling wind in awe before all four of them focused on the maulwurf, being distracted by the swarm to try and drive it away again. "Let's go!"

Thorax quickly ordered the other changelings to back away, heeding his command and flew away from the maulwurf. Ventus flew up in the air, avoiding its wide arms as he sprinkled the spores all over it, trapping it in its illusion. It looked around in confusion, whatever the illusion it was seeing making it growl while trapped in the spore cloud. Pharynx, Thorax, and Ocellus dove into the cloud, protected by the Aero spell to avoid being affected by the enchanted spores. The mole saw them, unsure if they were real or fake, and when they got close, he tried to smack them away. When Pharynx hovered in front of its face, the maulwurf tried to punch the changeling away, only to punch itself square on the snout after Pharynx flew out of the way. Thorax, Ocellus, and Ventus followed suit as they tagged in, making the maulwurf punch the sides of its head, even stupidly in the gut when Ocellus latched onto its belly, leaping off before knocking the wind out of itself and collapsed. Pharynx landed on its arm, hissing at it, then flew away as the maulwurf lunged its fangs at him, only to latch onto its own arm and bit hard.

Everyone winced, clutching their own forelegs as they could see the giant mole's teeth almost pierced right through its arm, possibly hitting its bone. It roared in pain, having enough of the changeling swarm and the confusing spore cloud and dug underground, escaping in defeat. The hive cheered in celebration, getting rid of the beast that harassed their home for the last couple months together.

Ventus blew away the lingering spores with his wings, transforming back with a sigh. "I hope there isn't a Heartless that takes after something like that," he uttered.

Once the cheering died down, Thorax approached Pharynx. "What were you doing out here?" he asked his brother.

"Leaving," Pharynx answered bluntly. "I'm done with all of you."

Thorax knew that wasn't true, giving his brother a sly grin. "Then why bother fighting the maulwurf? You could have just left it alone."

"Well, I couldn't just let it attack you!" Pharynx argued.

"But I thought you were done with us, and you didn't care," Thorax paraphrased teasingly, flustering Pharynx with all the other changelings around listening to them.

"I never said that," Pharynx said. "I care about the hive..."

"You sure don't act like it," Thorax said.

Pharynx let out a sigh. "Well, I'm sorry if I don't get excited about pretty flowers and feeling circles and-"

"It's a feelings forum," Thorax corrected, making Pharynx roll his eyes over the semantics.

"Whatever, but it doesn't matter," Pharynx said. "Even if I do care about the hive, I obviously don't have a place here anymore."

"I think you do." Pharynx's ears twitched, looking over at Ocellus, to his surprise.

"...What?" he uttered.

"After fighting off the maulwurf...I think it's obvious the rest of us aren't able to protect ourselves now that we're peaceful," Ocellus said.

"I mean, we can try, but not as well as you can," another changeling added.

"And who better to help us do that than the only changeling who never stopped protecting us?" Thorax suggested.

The other changelings agreed, surprising Pharynx to hear everyone tell him they needed him after all the grief he gave them with the old fashioned ways they worked as a hive. "You...you all want me to stay?"

"Unless you still want to leave the hive," Thorax said.

"Are you kidding?" Pharynx questioned. "Why would I want to leave? I love the hive!"

Suddenly, a bright light began shining around Pharynx, the same kind of light that came from all of the changelings when they accepted and embraced love and gave it in kind. Pharynx hovered in the air, a bright flash blinding everyone as he accepted the change and metamorphasized into a new changeling. He landed back on the ground as the light faded, everyone taking in the new Pharynx: taller than his original height, barely reaching Thorax's, he changed into the same type of changeling as his brother, his chitin a dark cyan, his horns, wings, and carapace a moderate amethyst, his underbelly a grayish blue. While looking at his new body, he was at least grateful to still have darker colors than the assortment of brighter colors of the rainbow every other changeling had, but he was a bit miffed that Thorax was taller than him by a few inches.

"Well, not exactly what I'd thought he'd look like, but all the better," Ventus commented.

"It's...odd being like this, but I'm still me," Pharynx said. "...Thanks for not giving up on me, Thorax."

"I guess I must have gotten some of that stubbornness from you, 'little' brother," Thorax said, letting out a laugh as he poked fun at his older brother's new height.

"Don't think that you're taller than me doesn't mean you can start bossing me around," Pharynx warned as he approached Thorax. "I can still do this."

He quickly grabbed Thorax's foreleg, then made his brother hit his own chest. "Ow! Hey!" Thorax whined, pulling his hoof away while glaring at the smug grin on Pharynx's face.

"Until you're strong enough to overpower me, I'll still treat you like the little brother you still are," Pharynx said.

The two changeling brothers stared at each other, the silence broken when Thorax began to laugh, followed by Pharynx as the two broodmates rekindled their bond. It was odd for everyone seeing Pharynx this nice, but they all at least had an understanding as to what he saw was best for the hive along with what the new lifestyle they chose.


When everyone returned to the hive, Pharynx entertained some of the younger changelings by telling tales of his former triumphs, or to embarrass Thorax, tell them all the times he's picked on him or what he did by himself. Starlight didn't go off easy with Thorax after telling him her plan bringing the Maulwurf to the hive, along with Trixie blurting out how Starlight thought Pharynx was a lost cause and suggested telling Thorax to banish his brother like the rest of the hive wanted. While she apologized profusely, glaring at Trixie for being an honest blabbermouth at the worst possible time, Ventus did another check around the hive for Unversed just in case.

During his patrol, he spotted Ocellus's siblings peeking around the corner of a rock, but instead of fleeing from the pegasus, they jumped up and let out squeaky roars. "Heheheh. Oh no! Scary little changelings!" Ventus playfully exclaimed. He crouched down and let out a playful growl. "Here comes the dread maulwurf to eat them!"

The baby changelings squeaked in surprise, then ran away. Ventus chased after them with a laugh, pretending to be the scary maulwurf. Following them around a corner, he didn't see Ocellus, looking back to see where her siblings were going before looking back in time for the two to ram into each other. Ventus knocked the changeling teen over, crashing on top of her with groans coming from both of them.

"Ow," Ocellus uttered.

"Sorry," Ventus apologized. He got off of her and helped her back up. "I was playing with your siblings, but those corners can be a real doozy."

"And I was looking for them again, and we run into each other once more," Ocellus added.

"Gotta stop meeting like this, huh?" The two shared a laugh, Ocellus's two siblings coming back to lunge on Ventus's forelegs, pretending to swarm the "maulwurf" in a sneak attack. "At least they're not scared of me." He shook his forelegs, the baby changelings' grips on his legs pretty tight despite their size. "Pharynx might have some future guardians of the hive now that he isn't dead set on changing things in an aggressive way."

"Uhh, maybe not now," Ocellus nervously uttered, still concerned with letting her two siblings try to be future protectors of the hive at their age. "So, what are you doing now?"

"I'm gonna take another look around for Unversed, or even Heartless and Nobodies before heading back to Ponyville," Ventus said.

"Heartless and Nobodies?" Ocellus asked curiously. "Are they like the Unversed monsters?"

"Sort of similar, but they're just as dangerous. We can find Heartless on the map back in the castle, but we can't tell if Nobodies or Unversed are around anywhere." Ventus scratched his cheek sheepishly, the changeling still clutching onto his foreleg comically hanging on while being ignored by the pegasus. "Aqua's trying to figure out how to make the map do that, but...with barely any results." He finally noticed the two changelings still clinging to his legs, gently pulling them off with his wings and set them down in front of Ocellus. "How're you holding up after everything today?"

"I'll admit, I was a little scared facing that maulwurf with everyone, but it was amazing being surrounded in that Aero spell!" Ocellus excitedly said. "A powerful gale of wind surrounding you, yet it felt like a soft breeze from inside! It was different than what I expected! Oh, I want to see more magic like that!" She stopped her rambling, blushing shyly with a timid giggle. "I...I kinda like studying new things."

"Gee, I couldn't tell," Ventus said sarcastically.

While amused by Ocellus acting like another Twilight Sparkle, his grin faded when he felt that same strange feeling from her back when they fought the maulwurf. It was hard to describe, but to Ventus, it felt like the same kind of power he and his friends have; a hidden potential that granted them the abilities of the Keyblade. While staring at Ocellus, curiously trying to understand what it meant, Ocellus's cheeks burned hotter the longer he looked at her silently.

"U-Umm...W-What?" Ocellus asked. "D-Do I...have something on my face?"

Ventus was snapped out of his thoughts upon hearing her. "Oh. I...thought I saw something else," he said. Ocellus looked away, pawing at the ground shyly. "You alright? Did I say something weird?"

Ocellus mumbled something, Ventus noticing the heavy blush on her cheeks. "Ven, we're leaving!" Starlight called out, finding him and Ocellus as she rounded the corner, then began to drag the stallion away. "I think I'm done getting lectured by Thorax today, and now I'm going to teach Trixie one on being blunt and blurting everything out when she shouldn't say anything at all."

"Uhh, ok," Ventus said. "See ya later, Ocellus!" He saw the changeling wave timidly at him before getting yanked away. "Hey, easy! I can walk, Starlight!"

Once they gathered Trixie, whom Starlight scolded for blatantly telling Thorax SHE said Pharynx was a lost cause when Trixie was the one who actually said it and Starlight agreed with her, they made their way out of the hive and out far enough for Starlight to teleport them back home. After returning home, Ventus headed back in the castle while the two friends bickered with each other. He walked into the throne room, currently empty as he approached the Cutie Map, enlarging the changeling hive with the Galactic Map. While observing the hive, Aqua entered the room.

"Hey, Ven," she greeted as she stood beside the pegasus. "What have you been up to?"

"Just got back from visiting the changelings with Starlight and Trixie," Ventus said. "We helped Thorax sort out an issue with his brother, Pharynx, and now he's changed with them and fitting back into their new lifestyle."

"So, he was a rogue changeling? Living with the peaceful ones?" Aqua questioned.

"Mostly trying to protect the other changelings from a dread maulwurf invading their lands and tearing up the flora in the area," he said. "He isn't allied with Chrysalis anymore. But I will admit he's pretty tough in a fight by himself." Aqua hummed in thought, watching Ventus fiddle around the the hive's landscape on the map. "Can I ask a strange question?"

"If it's stranger than Pinkie Pie, that'd be the worst," Aqua joked with a small laugh. "What is it, Ven?"

"...Can other creatures besides us be Keyblade wielders?" Ventus asked. "Aside from Twilight and King Mickey, every other Keyblade wielder was a human."

Aqua never put much thought into the intriguing question Ventus brought up until now. "...That's...a good question. From what I learned or seen, I've never heard of any other sentient creature ever becoming a Keyblade wielder," she pondered. "If Twilight gained one from touching Riku's Keyblade through one of the two methods, be it from the master with his hand still holding their Keyblade or the Inheritance Ceremony, it might be possible other creatures can be wielders as well. What brought this up?"

"Well, there was a changeling I met who had...some sort of hidden potential that seemed to feel like ours," Ventus said. "Her name's Ocellus, but she's not much of a fighter from how timid and shy she was around me, even Pharynx before he changed."

"Did you give her the Inheritance Ceremony?" Aqua asked curiously, which was answered with a shake of Ventus's head. "What does she look like?" Using her magic, Aqua enhanced one of the enchanted ornaments for them to see as Ventus showed her what Ocellus looked like. Even though the mare could see Ocellus was definitely as shy as Ventus described, Aqua wasn't able to tell from the playback if there was any potential in her as a Keyblade wielder. Aside from the fight against the dread maulwurf, there was still a hint of nervousness facing a monstrous creature like that, even with an Aeroga spell giving her some protection. "Yeah, she probably wouldn't last long as a wielder if, when being formerly trained as a love-sucking changeling, she can't handle physical confrontations."

"She was determined to help save her home from the maulwurf, but yeah, she's too sensitive to get into a fight," Ventus added.

"Mhmm," Aqua mumbled in agreement. As the recent memories continued playing, she noticed Ocellus acting strangely when around Ventus, mostly the heavy blush and the look in her eyes whenever she glanced at him before turning away shyly. She smirked, deciding to tease the pegasus teen, gently placing a hoof on his head. "So, she seems like a nice changeling."

"A whole lot nicer than Pharynx was," Ventus said.

"From what I can see, Ocellus is being awfully shy while you two talk to each other," Aqua stated. "And that blush...It looks like there's a certain little bug pony who's got her eyes on a certain young man."

"Huh? What are you-?" Aqua gently ruffled his mane, making Ventus look up at Aqua, seeing her sly grin while hinting at the blushing changeling he met. Finally realizing what she was talking about, Ventus grunted in surprise, batting the mare's hoof away, now with him blushing in embarrassment at the obvious signs he missed. "N-No! Aqua, I don't-!"

"First, there was Moon Dancer, and now Ocellus," Aqua continued teasing, making Ventus grimace and groan in annoyance. "You've got quite a few ladies out there who are very interested in you, Ven. I personally think Ocellus is a perfect match for you."

"I don't like her like that!" Ventus exclaimed. "Or Moon Dancer!"

"Are you sure?" Aqua questioned cheekily.

"I just met Ocellus today! I don't even know where her crush on me came from when she barely said a word to me when we first met!" Ventus argued with a frustrated pout. "And I said I'm not interested in finding a date, so all of you stop bugging me about it!"

"Would you like Ocellus to 'bug' you instead?" Aqua's teasing pun made Ventus facehoof hard, letting out a grunt before storming off, his cheeks burning while she acted like a parent embarrassing their child in front of their friends. Aqua laughed at his reaction as he stomped out, always finding it entertaining to playfully pick on him. "I know that was a horrible pun, but that was funny seeing his face."

Looking back at the map, Aqua's curiosity about other potential Keyblade wielders intrigued her, even though she didn't want other young apprentices to get involved in their current predicament with Xehanort. Despite her complaints on training future wielders at this time, there would be a point where more Keyblade wielders would make their presence known, and the next generation would need to learn how to properly be a guardian of light and continue their legacies if any of them fall. Aqua was going to sleep on the idea, but if what Ventus said was true, then there might be other creatures aside from Ocellus who will be chosen by the Keyblade. If anything, they would need all the help they can get if something were to happen to them.

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