• Published 10th Jun 2016
  • 8,076 Views, 609 Comments

In Sheep's Clothing - Kydois

An unfortunate decision by Nymph plants her in the role of an infiltrator, dealing with the worst terror of all. Ponies.

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Prologue — <<Dirge>>



It was getting worse.

I winced as the sun fell across my eyelids, dashing what little hopes I had of sleeping in. It took far too much effort to open my tired eyes and look out my window, half hidden behind thick curtains. The searing ball of light hung there in the sky, stubbornly staying exactly where its rays could trample over the last little vestiges of my rest.

It was just as well that it woke me. I had spent most of my morning in the hivemind, checking up on the status of my little changelings, making sure supplies and information got where it needed to, and keeping tabs on the population of Baltimare.

More critically, my presence was needed in the hivemind. They needed to know I was there, still watching over them. That I still cared for them, and that I would get help as soon as possible.

Another hatch snuffed out. Starved.

My brood was the largest in the Badlands Hive. We were the closest to the Queen, the first of the outposts in Equestria, close to the main hive in both a geographic and spiritual sense. My ancestral mother was part of the city early in its formation, the newest town in the hatchling nation of Equestria. As the city grew, so did the brood, and the knowledge gained in those fledgling days has served the Queen ever since our migration up from the south.

The ponies were a new, better prey, so much easier to fool and infiltrate than the zebras and so much more numerous, gathered in cities rather than scattered in clans. Their magic was more potent and filling. By infiltrating their ranks, we studied their culture, learning their values, their ideals, what they loved the most, and from that knowledge, we were able to grow.

The hunger. The need. Where is the love?

But as much as we had to obtain sustenance from the ponies, we also had to protect ourselves. Other hives also journeyed north in search of more love. Unlike us, who migrated up to survive, they were looking for a way to thrive, to expand their hive even after they had forced us out. Though love was sparing in the hard times of building a city from scratch, the newly formed Badlands Hive’s greatest threat was not from running out of love to harvest, but from invasion by rival changelings. They were strong and able, their hive link impenetrable and their fervor a might to behold.

Worry not. I am here. I will always be here, and I will not let you down.

In the face of this force, the hive evolved. The change was spearheaded by my ancestral mother and the queen. They took every advantage they could take, and our hive developed some of the best anti-changeling tactics. Where other changelings freely broadcast their emotions in order to take full advantage of their link, ours could completely suppress their emotional output and work semi-independently. In doing so, we were invisible to any changeling not staring at us directly. Not only that, but the empathy sense of the Badlands Hive developed beyond compare, such that we could detect an invader from twice or even three times as far as they could even think about finding us.

Like the banshees of old, we heralded their deaths. We struck fear into them, like invisible reavers cutting swaths through their lines before any of them could even notice. We developed magic to link our minds to theirs, steal their memories and their identities, and raze entire camps from within. The Baltimare Brood honed these skills to the brink, and we bestowed upon the queen invincible changeling rangers who could operate in pairs and, like a true virus, destroy all of the rival hives they encountered without a single trace left behind. Fear kept our enemies away. Fear kept us safe.

Until now.

I will sate your everlasting hunger. I will protect all of you.

I urged my body to release itself from the clutches of my pony-made mattress, escaping with a groan as I shook off the residual weariness still clinging to my mind. Walking over to the expansive window, I flung open the curtains with my magic to let the full power of the afternoon sun into my room. My eyes had already adjusted somewhat from when I had woken up, but it still took a moment to blink away the sudden brightness.

The view of Horseshoe Bay and the Baltimare metropolitan area was fantastic, as expected from one of the larger estates in the upper-class neighborhood. The size of the main base of operations of the Baltimare Brood was carefully chosen: large enough to fit a decently sized hatchery and a good number of the idle changelings before they ventured back into the city proper, but modest enough not to draw attention from any of the largest pony dynasties. The manor was a result of vast quantities of time spent growing our influence within the city and accumulating more and more wealth.

And yet none of this opulence could actually feed my brood. It was good to acquire material goods and wealth to help the brood expand, whether through acquiring equipment or making shady deals, but it helps little when there is nothing left to expand. The hatchery was all but empty, and few drones would dare be idle if it meant going hungry another day. The Baltimare Brood may be overflowing in bits and have changelings in every major and minor business within the city limits, but even so…

There were no two ways about it. Our brood was failing. Our numbers took a catastrophic pitch downwards, and our presence in the city dwindled ever lower in recent years. The reduced number of love collectors we had at our disposal could not keep up with the demands of the brood, which was unfortunately primarily composed of infiltrators and rangers. While every changeling could theoretically collect love, most could do little more than feed themselves, which was why we depended on the more experienced love collectors from the other, younger broods, but something was… removing them.

They may not have been mine, but I felt each of their deaths. Every time one of them died in fear, in shock, or even just out of the blue, my heart ached. Their fear and uncertainty, their gnawing hunger… I felt all of these, even as my drones gave their lives to keep me alive and healthy. The ones who knew their fate voluntarily cut their link to save me the pain, but the growing holes in the hivemind as more drones died off just left me with the constant ache of emptiness. I could replace some, but I couldn’t replace all of them.

I walked over to my dresser and observed my reflection in the mirror atop it. Makeup could no longer cover up the heavy bags under my exhausted eyes. A tired slouch had become an integral part of my posture the past few days, my head weighted down by the constant string of deaths.

Still, I had to make an attempt at preserving my image, however fake it was. My horn lit up, and I opened the top drawer of my dresser and pulled out a little case of makeup. A magical disguise had its merits, of course, but I’d grown accustomed to the artistry of powder and eyeliner, and I loved building a new face from the ground up. It was a little pony habit I never saw fit to kick. If anything, I was going to need it to meet today’s visitor with any shred of Baltimare dignity. She would be stopping by soon for a brief status report, enough time to prepare myself and—

She’s here!

She’s here!

The Queen has arrived!

Open the gates! Don’t keep her waiting!

My magic nearly fumbled the makeup kit onto the floor, and an ill-timed stab from the eyeliner brush almost took out my eye, distracted as I was. I whipped around to face the front of the manor and sprinted down the hallway, finishing off the rest of my eyeshadow by memory. I must have spent more time embroiled in the hivemind than I thought if I had resurfaced this late!

A drone was already there at the front door, kneeling before the imposing figure. “Welcome to the manor, My Queen. I expect our broodmother will be down shortly.”

“Q-Queen Chrysalis!” I barely stopped myself from tumbling the rest of the way down the stairs. With a flick on my magic to tuck the makeup kit surreptitiously out of sight on a nearby stand, I strode down at a steady, more appropriate pace.

Once I reached the bottom of the stairs, I bowed my head low, nearly to the floor. “My apologies. I didn’t expect you here so soon.”

There was a short huff. “You may rise,” she said, calm and collected. “No need for such formalities. I am only here for a brief visit.”

I lifted my head, looking up into my queen’s face, a head higher than mine. “My Queen, I was planning on visiting the Badlands to request an audience, but since you’re here instead, I would like to—”

“It is about your brood, is it not?” Queen Chrysalis’s expression did not change a single bit, but it seemed like she was looking straight through me. “Don’t be surprised, Broodmother Requiem. I was here far sooner than I told you, and I took the liberty of surveying the state of your changelings while I made my way here.”

I leaned in closer to her, taking a step forward. “Then you understand our need for more love, yes? The love collectors are too few, and they cannot bring enough to possibly sustain our current size, let alone help us grow back to our original strength. We need more collectors from the other broodmothers, or at least enough love to tide us over until then.”

The queen let out a quick snort. “Foolish. I cannot give what you ask for, Broodmother.”

My eyes widened. “What? How? Surely you must have plenty of collectors out there, and I can only imagine the love stores at the main hive!”

Queen Chrysalis’s eyes narrowed at me and she scowled, raising her head so she could cast her gaze down upon me. “Are you so insular to believe your brood is the only one in need of aid? It is a difficult situation we find ourselves in. Like you, I suspect there is another queen making her mark here in Equestria, and she’s putting a lot of focus onto our vulnerable love collectors. The Fillydelphia Brood is down almost three-quarters of their collectors, and they don’t have nearly the infrastructure your brood has. The stores at the main hive are barely keeping the ones back home going steady.”

I stiffened, standing up just a little straighter and raising my chin. “Should we not drive out the rival hive, as in the past?”

“The past you speak of was well over a thousand years ago. The rangers you train and value so highly might as well be relics of the past, for all the use they are. We can’t depend on their skills in the crowded Equestrian cities. Your rangers are inflexible in their disguise options, and there’s danger in using a changeling who can hide their link better than they can blend in with the ponies.”

I drew in a sharp breath. “B-but the rangers are also the most sensitive of the hive. They could be used to detect—”

“Through what?” The queen’s voice was harsh as she leaned down to glare at me. “Are you telling me your changelings can find another ling in between the thousands of ponies standing around them? The ponies are not nearly as scattered as they once were, and it is much more difficult to detect an illusion spell by a changeling. It is simply not feasible to depend on the rangers to root out the hostile hive.” She straightened up, breathing out a deep sigh. “No, we must first find a new way of clearing these invaders out before we can rebuild.”

The hunger pang of my changelings shot through my being, as if the entirety of my brood had just driven spikes through my gut, and I gritted my teeth. “First? My changelings are already starving out, My Queen. Why can we not train up more collectors? If we don’t get love now, we’re not going to need it in a few weeks.”

Queen Chrysalis scoffed. “That will have to be your burden. What will be the purpose of training more collectors if they die at the hooves of a force we don’t even know is there? It is your own fault that you used your own love stores to expand your brood instead of keeping an emergency supply.”

I took a sharp breath, and before I knew it, I found myself shouting at the queen. “S-so we’re just leaving them to die? To rot while we try to fight a war? While we’re hemorrhaging able hooves?” Even my own changelings were cringing at my sudden force. “My Queen, I must protest this course of action. We cannot—”

You forget your place, Broodmother.”

Her words may not have been as loud as mine, but she seemed to shake the building. The reverberation through the link made her words feel as if they were booming inside my head, and I staggered back despite myself.

The queen took in a deep breath, letting it out in a slow simmering growl. “We are finished here,” she said at last. “I came here specifically to hear your request, but it seems you are still too weak to handle the loss of your changelings. Drones die much more often than we do, Broodmother, and if you fail to understand their replaceable nature, then there are more serious problems to address.

“Let this be a lesson growing up, Broodmother Requiem. Feel the absence of the lings under your command, and let their hunger remind you to exercise prudence in your future decisions.”

She turned away from me, and my changelings opened the door ahead of her. “Let them die,” she said, turning her head slightly to look at me with an eye. “Adapt, as changelings have always done. I must check in on the Fillydelphia Brood, and then I shall see what can be done to ease your loss, but be warned. We are all hungry. Sacrifices must be made to keep our core alive so that we may repair our hive in the future. Farewell for now, Broodmother.”

A flare of green flame enveloped her, and she strode out in her pegasus disguise with the soft click of the large manor doors behind her. I stood there, struggling to keep myself from making any impulsive actions as I heard her take off from my own yard. My forelegs twitched, aching to lash out and hit anything I could reach, and I glared with such intensity into the gilded, white entrance that I half expected them to burst into flames.

Breathing heavily through a strained jaw, I uttered a short, quiet, “Leave me.”

The drones still in the room backed away slowly into the other rooms, their heads bowed.

Once the last of them left, my hoof smashed into the smooth tile below me, splitting the area in two with a single arcing crack as I bellowed out my frustration.

Nearby vases flew up in a glow of green magic, smashing in a spray of water and flowers against the once-pristine walls as I vented. “Nothing!? One of the most important broods in her hive and she promises us nothing? Is that all we are to her? Nothing?

With another frustrated shout, I punched a hole in one of the nearby columns before storming back upstairs. How could she do this to us? After everything we’ve done for her! After everything our network and our information did to advance her influence across Equestria! And when we come to her for aid, she just tells us to stuff it and take the losses?

Sacrifices? Does she even feel the suffering of those under her?

I thrust open the doors to my room, slamming them closed with a quick buck before flopping down on my bed and screaming into my pillows.

Some time passed, and I had burnt myself out both physically and mentally on my poor pillows. I lay there, my face down in the blankets and my breath starting to return to normal when I heard a soft knock at my door. My head sprung up quickly. I checked the link, but there was nothing behind the door on either the hive link or my empathy sense.

I quickly deduced the identity of my visitor and let out a sigh. “You may enter, Chorion.”

The little nymph pushed the door open with a slow creak. “A-are you alright, Mother? How did the meeting with the queen go? Th-there was a lot of yelling, and I was worried.”

My jaw clenched involuntarily, but I steeled my expression before I could let too much show. This was the one child of mine I would do anything to keep ignorant of our current dire situation.

Chorion was the younger of the royals I have had. Typically, a broodmother such as I would lay clutches ranging from tens to hundreds of eggs, each one replacing the male drones or the female workers in the previous clutch as they died off, depending on the needs of the brood. True royal females were few and far between, and for good reason. They lived many times longer than the drones, spanning into centuries compared to the more moderate fifty years of the drones, and as they matured into broodmothers, they eventually became the focal points of the hivemind. I was blessed to have more than one royal to my name.

My elder daughter would probably replace me at some time in the future, but my younger, my little Chorion, must either choose to live in the shadow of her sibling or go start up a brood further into Equestria, to expand the influence of the Badlands Hive.

“The meeting went fine, Chorion. Don’t worry about it,” I said warmly, trying to keep my interaction with the queen as far from my mind as possible. “Have you been practicing hiding your link? I couldn’t detect you at all behind the door. It’s one of the many skills which makes our rangers so effective, and it’s important to me that you learn them as well.”

She smiled the wide, exuberant grin I loved to see. “Of course, Mother! I love your lessons!”

I returned her grin with one of my own. The rest of the hive may be suffering as well, but there was no way I was going to leave this world without giving Chorion a perfect environment to grow in, to find her own way in Equestria without having to worry about hunger. The queen was foolish to pursue the other hive without first worrying about her own changelings.

Queen Chrysalis had ruled for far too long. Her decision-making was going to lead to the destruction of the entire hive unless something changed.

And I was going to bring about that change, no matter what.

Author's Note:

So it begins.

First of all, thanks to Georg, CommanderX5, and TheDerpySoupCan for prereading and offering suggestions for edits for the first three chapters. I swear I grammar correctly most of the time, until I decide not to.

This is technically the second piece of fanfiction I have attempted, but the first one I have decided to send out to the dangerous waters of the internet. There's quite a difference in knowing what a good story looks like and composing one yourself, so constructive criticism is always welcome. Even if I eventually conclude it's complete balderdash, it's helpful to highlight potential problem areas so I can keep a close eye on them.

Get comfy, have a good read, and if there's anything that irks you (or anything you want to see more of), don't be afraid to say so!


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