• Published 12th Oct 2016
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The Majestic Rise of King Thorax - Dropbear



Season Six Finale Spoilers - Thorax has gained a great power... but at what cost?

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The Secret to Godhood

A cool breeze blew through the changeling castle throne room, courtesy of the newly-destroyed ceiling. It ruffled both feathered wings and glittering changeling wings alike, in addition to blowing off the few wisps of cocoon goo that had still been stuck to the captured equestrian princesses.

Sunlight streamed in from all around, bathing the once-gloomy interior with warm light that almost seemed metaphorical in nature. Dull green shards belonging to the once mighty throne of Queen Chrysalis laid strewn about the area, and multi-coloured carapaces shone in the new light as if they were made from glitter-covered jewels.

Chirp watched on with his newly-transformed fellows as one of their pony rescuers, Starlight Glimmer, reached out with a hoof towards the stunned Queen. He shifted awkwardly on his orange legs despite the bounty of pure love that surged through his veins, his gleaming emerald eyes locked upon Chrysalis and her unchanged form. He could practically taste the tension in the air, as pony and changeling alike waited for Chrysalis’ response with baited breath.

“You can be the leader that your subjects deserve,” Starlight said to Chrysalis, genuine belief in her voice.

‘I hope that she listens to reason,’ Chirp hoped silently, not even flinching when the Spirit of Chaos himself slinked up beside him to watch the exchange. ‘It feels so good to not have to be so broken anymore.’

It seemed to last forever, Chrysalis staring at them all with disbelief and teary eyes. Then, slowly, it happened.

‘Wait, is she…?’

Chrysalis’ hoof was reaching out to meet Starlight’s, the black-chitin limb shaking as it inched closer and closer towards the offered symbol of friendship and forgiveness. Chirp could see his monarch looking up to meet Starlight’s eyes, Chrysalis trembling as she laid upon her ruined throne.

And then, her eyes narrowed and her hoof was raised up.

Chirp gasped when Chrysalis leaned forwards towards Starlight and smacked her hoof away roughly, a glare crossing the tyrant’s face.

“There is no revenge that you can ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer!”

Starlight backpedalled and Chrysalis got to all four hooves, a final glare being shot at all of them before the Queen back flipped over the edge of her destroyed throne room with wings buzzing.

Chirp didn’t rush up to look over the edge like the pony leaders did, instead he stood stunned with brothers and sisters. Chrysalis was gone, her refusal of the offer of redemption plain to all, but…

“We’re free,” a former changeling guard murmured beside him. “Finally.”

Despite his monarch’s rapid departure and self-exile, Chirp couldn’t help but find a smile beaming into life upon his yellow face.

“Yes,” he agreed softly. “We are.”

“Thorax.”

Chirp turned to look towards the speaker, his head tilting to the side as Princess Celestia approached the tallest changeling amongst them. Thorax, himself having gained a spectacular multi-hued chitin of vibrant lime-yellow, smiled at Celestia as she addressed him.

“As the new leader of the changelings…”

‘That was quick,’ Chirp silently thought, realising that Chrysalis had barely been gone for twenty seconds.

“I look forward to discussing how we can improve our relationship in the future.”

Thorax bowed his head towards Celestia, the small purple dragon at his side clasping his claws together in glee.

Chirp noticed that Celestia did not return the gesture, and instead she continued to speak.

“However, for the moment,” Celestia turned and gave a knowing smile towards Twilight Sparkle and Starlight Glimmer. “Perhaps it is best if we leave the changeling kingdom… to the changelings.”

Twilight and Starlight shared a look, and all around the throne room changeling and pony alike gave happy grins to one another.

All of a sudden, there was a pop and a flash to the left. Chirp nearly jumped out of his chitin when Discord materialised between Applejack and Rarity, miss-matched hands already clapping.

“Splendid idea!” the Spirit announced with glee before glancing towards the two ponies he had surprised. “Now who’s ready for some celebratory tea at Fluttershy’s?”

While victory tea did sound tempting, Chirp became engrossed in his own reflection. Raising his sparkling orange hoof up to his face, he ogled his new form with giddy glee.

‘I’m so pretty and fabulous,’ he concluded, his chest puffing out with newfound pride. ‘Why didn’t we think of sharing our love before? It just seems like such a… simple solution to the whole starvation thing.’

Chirp looked back up at another popping sound, all of the Equestrians vanishing along with Discord after a snap of the Draconius’ fingers. A calm quiet descended over the throne room, save for the light fluttering of sparkling wings.

“Well then…”

Thorax, or more correctly King Thorax now, finally spoke for the first time since his transformation. Surprisingly, he still possessed his normal voice, and his chipper tone was like music to Chirp’s new ears.

The new ruler strolled over towards the ruined remains of Chrysalis’ throne, his slender new legs stepping over reflective chunks before he turned and gracefully sat down upon the spot that the Queen had been laying on not five minutes before.

“I guess I’m the new ruler now,” he said to all of them, with a chuckle at the end. “A good thing that Chrysalis isn’t around anymore, right?”

“Yeah,” Chirp agreed out loud, his fellows nodding along. “It’s sad that she didn’t want to give up her evil ways though.”

“I know,” King Thorax sighed. “Having her changed along with everyone else would have made everything so much simpler.” His smile returned when he looked back up at them all, however. “Still, we’re not going to get anything done while worrying about her now though.”
Thorax chuckled. “There’s the small matter of this throne room to fix, after all. And we should probably redecorate the entire castle, make it a little less… well, evil.”

Chirp grinned, before dropping onto his front half in a bow. Behind him, he could hear the hundreds of his fellows doing the same, the entire Hive honouring the King with their appreciation.

“What would you have us do for you, my King?”

King Thorax seemed to swell with pride, his see-through tail fluttering behind him as he cleared his throat.

“Well, um, with all of the ponies gone…”

Chirp and the rest of the changelings jumped at a hacking, throaty cough. Looking up, Chirp’s eyes widened at the sight of Thorax spluttering.

“My King, are you-?”

“I am perfectly fine,” Thorax replied with a wave of his hoof. Chirp froze at his ruler’s voice, a chill running down his spine. “Disregard your concerns for my health, Subject.”

Thorax looked up at them all as they watched him in shock, his purple eyes shining with an eerie light. His voice was a few octaves higher than before, and it was tinged with a subtle yet noticeable tone of foreboding threat. It was more of a rasp than speech, and Chirp swore that every word was accompanied by the feeling of icy claws dragging themselves down his bones.

“Maintaining that façade is quite taxing upon me, I must admit.” Thorax smiled at them, and Chirp gulped when he saw that the King still possessed jagged fangs. “I really must thank you all though, loyal subjects, for granting me this boon.”

Changelings left their bows, and looked at each other with uncertainty.

“Um, King Thorax?” a female with a light blue carapace spoke up from the left. “Shouldn’t we be thanking you? You showed us how to share our love, after all.”

The high-pitched, almost-deranged chuckle that replied to the question caused every changeling to wince and fold their ears down.

“Oh, yes, of course! Of course!” Thorax waved a hoof in dismissal while he laughed. “Thank me all you wish for freeing you from your servitude, do thank away my beloved subjects! In fact, I encourage it! Yes, thank me all day, thank me all night, express your constant gratitude with more gusto and flair! In fact, I order you to thank me! Let us make it a decree, all must thank me at least thrice a day!” He laughed again, but he slowly came to a stop when he realised that every changeling was still standing stock still. In a flash his smile was gone, and his voice dropped down to an icy low growl. “That wasn’t a joke.”

The same female from before was the first to hesitantly react.

“T-thank you, K-King Thorax?”

Quick as a flash, Thorax shot his hoof out to point at the female.

“You.”

Every changeling flinched back at the harsh shout, but Thorax’s voice quickly returned to it’s previous high-pitch.

“Could you please grace me with your presence a little closer, Miss?”

Chirp snapped his head over to look at the female in question. Her cyan carapace had gone a few shades paler, and her gleaming sapphire eyes were locked upon the hoof that was outstretched towards her. She was trembling on her hooves, and wasn’t moving an inch.

“Sub-ject,” Thorax sang out softly. “I gave you an or-der.

“I…” the female replied. “I don’t really want-“

“Subject! Now!”

A flash of pink light shot out from Thorax’s chest, the wave washing over the entire throne room with the yell. Changelings stiffened when it passed over them, and being at the front Chirp was the one of the first to be hit.

‘Wh-what!?’

He found himself forced upright, his limbs refusing to move as he shivered on the spot. He tried to open his mouth to yell, but even that was impossible. Thankfully he was still able to breath, but it was no small mercy considering what happened next.

With crisp but forced movements, the female that Thorax had yelled at was making her way towards the throne. She didn’t pause even as she trotted past her frozen fellows, but her wide and teary eyes were noticeable to all.

She stopped right at the throne, and King Thorax reached out to pat her on the head with a hoof.

“Good girl,” he cooed. “See? I don’t bite.” Thorax chuckled again, pushing her down into a sitting position as the female continued to cry.

“Now,” he spoke softly. “Time for thanks. Repeat after me, my dear: King Thorax, oh thank you utterly for saving us.”

The female’s mouth began to work again, and Chirp could see that she was fighting to not anger the King.

“K-King Thorax, o-oh thank you for-“

“No!” Thorax growled, leaning in closer towards her face while he showed his fangs. Then, his face relaxed back into a smile and his voice returned to its previous tone. “It’s ‘oh thank you utterly’, my dear. Another try, for me?”

“King Thorax, o-oh thank you utterly for sav… saving us.”

“Mhmmm…” Thorax closed his eyes for a moment. “Again.”

“King Thorax, oh thank you utterly for saving us.”

The female winced when the King’s long and yellow tongue flicked out to dance across her ear.

“Once more,” he uttered softly.

“King Thorax, oh thank you utterly for saving us.”

“That’s the spot…” Thorax closed his eyes again and hummed to himself. Chirp would have shifted uncomfortably if he had been able to move.

‘Should I… even be watching this? Is this like… a thing?’

“Please Sir,” the female sniffed. “Please let me go.”

Thorax slowly opened his eyes, his post-thanks smile still on his face.

The scary thing was that the smile looked genuine.

“Of course,” he laughed out lightly. “Please, do go and enjoy your newfound freedom. I implore you.”

Quick as a flash, the female changeling shot to her hooves and galloped away to the back of the throne room, Thorax clapping his forehooves together all the while.

“Splendid!”

Chirp found the mysterious hold over him gone, and immediately he began to back away from the new ruler.

Unfortunately, he was noticed.

“You there, the male at the front.”

A hoof pointed out towards him, glowing purple eyes giving him a solid examination. Chirp swallowed the lump in his throat, aware of everyone’s frightened eyes upon him, and ceased his retreat.

“Y-yes, my King?”

“Fetch me a nymph from the nymphery, will you?”

Chirp took a second to process the command from his ruler, his blood freezing.

“I… My King, may I ask why?”

King Thorax leaned towards him, a glint in his eyes as he licked his lips.

“I have a desire for… a child.”

The entire room descended into silence, as every single changeling went stock still.

Chirp took a while to react, before he slowly raised his left forehoof and awkwardly coughed into it.

“Uhhh…..”

“You fool!” Thorax growled once more. “Fetch me a nymph!”

A glob of vile saliva dripped from his maw, splashing down between his golden hooves. The King’s voice got even lower than his previous growl, and it sounded as if he was vibrating his tongue with the next few words.

“I… huuunnggger…”

A flash of pink light accompanied the explanation, bathing the throne room with unnatural light once more.

‘Oh,’ Chirp could only think as he found his legs moving without his input.

‘I’m not sure if that’s better or not…’


“Those fools!”

Chrysalis raised a hoof to the sky, shaking her foreleg at the sun as if it would have any effect on her current situation.

“How dare they usurp me, me! All for that failure of a changeling and some horrible new bodies! ‘Sharing love between each other’, pah! As if we hadn’t tried that before!”

Sighing, she looked back down towards the dirt road she was standing on. Trudging forwards, she made certain to harshly bring her hoof down upon any insect that had the misfortune of crawling across her path.

“My throne, my subjects,” she lamented with a scowl. “My castle.”

As she continued to trot away from her failure, she started to lose her anger only to have it replaced by sadness.

“What can I possibly do now? All of them have chosen him over me, all of them…”

She looked up, realisation dawning on her face.

“No… not all of them. But…”

Her thoughts turned to the infiltrators she had assigned to capturing the ponies of importance, and her resolve swelled.

“I must act quickly,” she nodded to herself as she started to buzz her tired wings. “Before the ponies get to them first.”

Taking off into the air, an even nastier idea formed within her wicked head. An idea that brought a truly vile smile into being.

“It will likely cost a great deal,” she chuckled lowly as she flew towards Equestria. “But to have my power returned to me, I will pay any price asked.”

With that, she laughed to herself as she flew, her wings no longer feeling as tired as they were before.


Chirp’s eyes were locked upon the King’s throat, a large and still-struggling lump disappearing as the king swallowed.

The loud and audible gulp was followed by a content hum, and King Thorax licked his lips while patting his stomach.

“Mhmm, delicious.”

The smacking of lips rang out through the throne room, empty save for the two of them.

Chirp found the control over him lifted, and he immediately collapsed down onto his knees with the stark understanding of what he had just witnessed.

“Oh my… I…” he went green, a hoof going over his mouth. ‘I think I’m going to be sick.’

“My dear Subject, what is wrong?” Thorax questioned with a raised eye as he dabbed at the corner of his mouth. “Are you feeling sickly?”

Chirp stared up at his monarch, King Thorax continuing on without waiting for an answer.

“Myself? I have never felt better. Not with this yummy-scrummy-nummy in my tummy-tum-tummy.” He looked up to the sky with a hoof under his chin. “I honestly don’t know how the old bag managed to just feed on love, not with tasty infants just lying around all waiting to be eaten.”

Chirp ran for the edge of the castle, Thorax paying him no mind as he expelled rainbow goop down below.

“In fact, I am still feeling rather peckish if I’m entirely honest with you. Do be a good subject, and head back down to get me another when you're done.”

As Chirp turned his head to stare blankly at the order, Thorax giggled and clapped his hooves together.

“Oh, and this time get me one that’s not green in colouration. I want to see if there’s any difference in taste.”

Chirp shook his head to clear his mind, before he stumbled back to his hooves. Making his way over to his King, he stopped in front of the seated royal and looked at him through teary eyes.

“…Why? Why must you eat babies?”

Thorax stared deep into his eyes, his voice one-hundred percent serious.

“Eating babies… makes me stronger.”

Chirp’s mouth was trembling.

“Wh… what?”

“The baby is the most succulent source of magical power in this world,” Thorax explained with a ravenous glint in his eye. “Only those who consume live babies truly become as fabulous as I am now.” The King drew a foreleg over himself, in particular to his weird head mandible-antlers. “Ever since I ran away to find the secret of love, I’ve been searching for the power to overthrow Chrysalis and uplift our race to its full potential. And when I laid eyes upon Princess Flurry-Heart…”

Thorax’s tongue lolled out of his mouth, a saliva trail dropping down onto the floor.

“I knew that I had found the secret of true, god-like power.”

Chirp didn’t know what to feel.

“But I couldn’t just eat her then and there, you know.” The King frowned, a hoof scratching his neck. “I had tricked that stupid dragon with my ‘only good changeling’ act and gained the Crystal Ponies’ trust, but I couldn’t be sure if my power would be enough to combat her disgusting parents. Luckily, this ‘sharing love’ solution was quite the stroke of good fortune…”

Thorax stroked his chin with a hoof and muttered the next part. “Possibly prolonged exposure to the Crystal Heart’s energies? Hmmm…” His eyes snapped back to Chirp after a few moments, and his smile returned with full force. “Still, now that I’ve been granted with the power to control all of you fools far more efficiently than Chrysalis ever could, it’s not like you could ever do anything to defy me. You’ve all even copied, abet inferiorly, my majestic form.”

Looking down at himself at his king’s words, Chirp shuddered at his new form.

Suddenly, it didn’t seem quite as beautiful.

“But… I don’t understand…”

Thorax’s smile widened.

“It’s quite simple. With the power of sharing love from the Crystal Heart, I’ve kicked out our inept former Queen, To become stronger, I must eat babies.”

A wicked glint shone in Thorax’s eyes.

“All of the babies, but certainly one baby over them all. Only then will I become stronger than Chrysalis, than Celestia and Luna combined, and stronger than even Discord can ever dream of.”

A hoof started to stroke his stomach, Thorax’s wings giving a shimmering flutter.

“Yes, and then I shall ascend… to Godhood!

Chirp fainted from the sheer force of the explanation (and exposition…), but Thorax didn’t stop even as the orange changeling dropped down to the floor out cold.

The pair of purple eyes danced with the glowing image of a small pink alicorn, Thorax noisily licking his lips once more with just the thought of consuming the tiny yet powerful morsel.

“Yes…” he purred to himself. “Soon. Sooooon…”


“Just you wait until our Queen finds out that we’re here, she’ll stomp you weak ponies!”

Catalyst finished her buzzing threat with a loud hiss, her flickering tongue even poking out through the iron bars while she stamped her hoof upon the cold stone tiles that matched the equally dull walls. The eleven other changelings sitting behind her in the cell watched on with interest, a few even hissing in agreement.

The two solar guards watching from the dungeon door opposite didn’t even flinch. It was a testament to their discipline, or more likely, to the likelihood that they had been subjected to the same treatment and threats for the past two days and had just gotten used to it. Catalyst couldn’t even tell if they were the same two guards from the previous day, the golden-armoured unicorns even smelling the same.

“Even with your precious princesses released, the Queen will still kick your flank! Just you wait you over-dressed entrée’s!”

The guard on the left stiffened, Catalyst leaning forwards to press her fangs against the bars with a fang-filled grin.

“Ha! I can taste your anger from here, pony!”

“Changeling, be quiet.” The stallion on the right ordered gruffly.

“Make me!”

Both guards didn’t respond to that, Catalyst pressing her attack. “Just you wait until we get out of here!”

This time, the guard on the left smirked. Catalyst stopped talking and stepped back from the bars, finding the sense of smugness coming from him concerning considering the situation.

“Oh, you’re going to get out of this cell all right,” the guard chortled, causing all of the changelings to perk up their ears. “In only a few days too, thank the Princesses.”

A changeling from the back spoke up with a suspicious frown, a male named Chatter. “What are you talking about, pony?”

The two guards shared a glance, before the one on the right raised an eye to the one on the left.

“Did you hear that Lance? Nopony’s told them.”

The left guard, evidently named Lance, smiled again. “You know what Bastion, I don’t think they have.” Turning his head back to face them, smug blue eyes looked over all of them. “Turns out, you’re all due to be returned to the changeling Kingdom as soon as the prisoner transport chariots are ready. I’ve heard that all of your fellow changelings have been shown how to be good creatures, and they’re going to make you one of them as soon as you return.”

Catalyst frowned and sat down while her fellow whispered amongst themselves, one of the guard’s words nagging at her.

“What do you mean, ‘Kingdom’?”

Lance shrugged nonchalantly. “Last I heard, Chrysalis got kicked out and replaced by a different changeling that made you all good. Even Princess Celestia herself recognises him as the new changeling King. Last thing anyone saw of Queen Chrysalis was her running away after shouting some petty threats of revenge.”

To his credit, when they all stopped speaking and glanced around at each other with worry, Lance at least softened his tone.

“I hear he’s actually pretty nice though, he even made friends with the Crystal Empire before he returned to your lands.”

“Wait…” Catalyst pushed aside the disturbing news to scrunch up her face. “This new King, what’s his name?”

The guard on the right paused in thought for a second.

“King Phalanx… no, it was Thorax. That’s right, King Thorax.”

“Thorax!?” One of the male changelings, Morpheus, nearly had his bottom jaw touching the floor. “Thorax defeated Queen Chrysalis, Thorax?”

“Oh yeah,” a female Catalyst didn’t know the name of spoke up from the back. “Wasn’t he that one soft changeling who ran away to be,” a shudder ran down the infiltrator’s body. “Friends with the ponies?”

Catalyst didn’t let herself get too focused on the chattering of her fellows, and instead she frowned at the two Equestrian guards.

“You’re lying!” she spat, even as the doubt was gnawing at her heart. “If you’re going to lie about the Queen being defeated, then at least pick a changeling that isn’t a complete failure!”

The two guards snorted simultaneously, before the one on the left shook his head.

“Fine, don’t believe us. Still, it doesn’t change the fact that your Queen got her flank handed to her…”

He focused on Catalyst specifically.

“And that no-one is coming to free you, except for when we take you back to your new King. Understood?”

Catalyst merely sat on the cold stone floor and fumed, her fellow infiltrators having gone quiet. The guards returned to their motionless stances, with evidently nothing more to say.

She could feel the worry and concern that was bleeding off from her comrades, and even her antagonistic façade was starting to break down.

‘It’s not true,’ she tried to convince herself one final time. ‘They’re ponies, they’re just lying.’

She looked up once more at the guards.

It sure didn’t seem like it.

A quick series of knocks on the oak door behind the guards broke the depressive silence, Catalyst looking up with her eyes while she sat in her own misery. The two stallions shared a look before the one on the right’s horn lit up and blue magic pulled the iron ring that served as the door’s hoof-friendly handle.

Another armoured solar guard trotted in as soon as the door creaked open, this one slightly taller than the other two. The new stallion immediately laid eyes upon the changelings in the cell, Catalyst tilting her head as she noticed the cold blue eyes narrow somewhat.

‘Wait, something’s not right…’

“Guards,” the tall stallion addressed with a gruff voice worthy of a minotaur. “I’ve been ordered to replace you for the night. Princess Celestia’s orders.”

The two guards shared a look, before the one standing to the left leaned forward to peer closer at the newcomer.

“I don’t know,” he started slowly with an eye raised. “How do we know that you’re not a changeling in disguise?”

The new guard was silent for a moment, before he blinked and pointed to himself with a hoof.

“If I was a changeling in disguise, would I really make myself as tall as I am instead of fitting in with the rest of you shrimps?”

The guard on the left flared his nostrils, but the one on the right shrugged.

“Eh, he’s got a point.” Eyes turned onto the cage once more. “But where’s your second? They, especially that one at the front, have been a bit rowdy lately.”

The tall guard didn’t even hesitate this time.

“Stallion’s room,” he nodded sagely, before grinning. “Mess food and all.”

“Oh Celestia,” the guard on the left chuckled. “Tell me about it.” A growly sound rose up from his stomach, and he started to trot out of the door and into a darkened corridor. “Still, I haven’t eaten all day, so I’ll think I’ll risk it. Come on Bastion, maybe they’ll be serving extra dessert again.”

The second guard followed his buddy out without a word, the wooden door closing behind them.

Catalyst, having remained silent through the entire conversation, watched as the new guard pressed his ear to the door for a moment. Then, he turned around with a shake of his head.

“Idiots, even a drunken monkey could abduct the Princesses from these clowns.”

One flash of green later, and the tall guard was gone. In his place stood a welcome sight for changeling eyes, and all of the infiltrators quickly got to their hooves and bowed in respect towards their monarch.

“M-My Queen,” Catalyst stumbled out. “I’m sorry we failed you, the ponies-“

“Silence,” Queen Chrysalis commanded, her horn lighting up with a sickly green glow. “Do not talk of failure to me. I can assure you…” Chrysalis’ eyes narrowed as the cell lock clinked open. “You have not failed me at all.” The barred door swung open, and the Queen ensured to bare her fangs. “Yet.”

Catalyst gulped while she hurried out of the cell, her next words not her most confident.

“Queen Chrysalis,” she started, looking up into her ruler’s stern eyes. The faint marks that trailed under the royal eyes looked like dried tear trails, but Catalyst didn’t mention them. “The two pony guards… said things.” Behind her, the changelings exiting the cell paused to listen carefully to the exchange. “Things about the Hive, and about the others…”

“Infiltrator.” Chrysalis stared down at her, her gaze not wavering despite the slight tremors that plagued her limbs. “I will explain everything on our way to our destination.”

The Queen closed her eyes for a moment, and Catalyst perked up when strands of green energy coiled out from Chrysalis’ chest to sink into every infiltrator’s in the room. The infusion of love didn’t last nearly long enough to fill her stomach though, and Catalyst frowned softly when the Queen cut off the flow a few moments later.

“I know it’s not much,” the Queen stated upon seeing their reactions. “But it will be enough for now. We can’t risk feeding upon any pony at this time.” Another green flash, and the tall guard from before was back. “For now, I want you all to disguise yourselves as guards and wait for me outside of the castle on the north side. I need to pay the Equestrian treasury a quick visit.”

Catalyst’s form lithe form lit up with the flash of changeling transformation, before it died down to reveal a pure white pegasus mare in solar guard armour. Around the room, multiple flashes marked the disguising of the rest of the infiltrators, each of them picking either a pegasus or a unicorn guard. Her deception complete and ready to fool any Equestrian that would try to halt them, Catalyst looked at Chrysalis and tilted her fluffy head to the side.

“The treasury?”

Queen Chrysalis actually showed a small fanged smile at the query.

“With the plan I have in mind, we’re going to need a large amount of currency.”


“Mhmmhmhmm, I swear that each one is tastier than the last.”

Thorax licked his forehooves with a purr, his long multi-coloured tongue snaking around to clear every last trace of nymph off. Smacking his lips together noisily, he rubbed his bloated stomach with a content hum. Arcs of pink energy shot up through the once-green crystal shards that made up his newly-constructed throne, the glowing pink seat throbbing with every word.

He didn’t even flinch as he felt a small and weak kick from the inside of his gut.

“Actually,” he began, gazing over the ten changelings shaking at the foot of his throne. “I could really go for another…”

“My… My King,” one of the changelings, a female nurse, answered from her bow with a tremble. “That was your twenty-second nymph this evening alone. If you e… e…”

“Eat?” Thorax finished for her with a raise of his eye, a shudder shooting down the nurse’s body at the word. “Consume, maybe?” Another shudder, this time from every changeling present save for Thorax. “How about devour, vary up our vocabulary a bit?”

“Y-yes, King Thorax.” The nurse had clenched her eyes shut. “We are quickly running out of… out of…”

He growled, causing his subjects to jerk back. “Your habit of not finishing your sentences is beginning to grate on my nerves, nurse.” He leaned forward in his throne and used his magical control to force her head up to meet his eyes. “I might decide to not just vary my vocab, but change up my diet a little as well.”

The nurse gulped, the soldiers and drones who watched on choosing to avert their eyes and fold back their ears.

“Try some meat that is more… aged.”

“King Thorax,” the changeling who had fainted in front of him a few days ago was the one to speak up, Thorax recalling that his name was Chirp. He turned his eyes to look at the interrupter, the nurse breathing heavily after she was released from his control. “What Nectar is trying to say, is that we’re quickly going through our entire nymphery.”

Thorax withheld his scoff at Chirp’s shiver. ‘Of course such simple creatures can’t understand what I hope to achieve, they aren’t capable of ascension above their petty mortal gripes after all.’

“We need to retain some nymphs,” Chirp continued, before his voice lowered to a mutter. “Preferably all of them.”

“Subject?”

Chirp winced, before talking once more in normal volume.

“The Hive needs a few nymphs for the next generation of changelings, our numbers are already low, and-“

“So?” Thorax scoffed, Chirp shuddering at the interruption. “Just make more.”

“Make… more?” another male changeling, a former soldier-class, questioned.

“Yes, more,” Thorax repeated with his eyes peering at them. “Please tell me that you don’t need me to instruct you on how to do that.”

There was an awkward silence amongst them all.

“But…” the nurse had recovered from her previous disobedience. “What about the breeding guidelines?”

Thorax made a show of looking around the throne room.

“I don’t quite see anyone else around here that… oh, that’s right, I’m the King.” Thorax glared at the cowering nurse once more. “I control the breeding guidelines, and I desire more nymphs. So, you can either organise some breeding pairs amongst yourselves and refill my pantry as soon as possible, or…”

He insured to give the nurse a very pointed look.

“I personally take care of the issue, with the help of the more irritating members of the Hive. Do you understand me?”

Sniffling, the female changeling nodded while the rest of his pions stared at their own hooves.

“Good,” Thorax cooed, leaning back in his seat with a growing smile. “But don’t fret about the diminishing numbers, I will attempt to cut back my… intake.”

All ten looked up at him with part relief, part worry.

Thorax merely widened his grin and patted his large belly.

“The entire Hive has been invited to a celebration in the Crystal Empire…”

His mouth watered as he once again pictured the image of a plump and giggling filly alicorn.

“And I want to have some room for the upcoming feast, naturally.”


“Is this really where we’re supposed to be, Your Highness?”

Chrysalis eyed the rickety wooden shack sitting before them on a small mossy hill, the gnarled trees of the eerie forest almost seeming as if they were avoiding the darkened structure. In fact, there seemed to be an entire clearing in the shape of a circle around the barren hill itself, with seemingly not a single plant even daring to grow in the moist dirt.

Strands of mist drifted around the entire clearing, and it was largely thanks to their changeling eyes that they could even see through the thick gloom of the forest at all. Chrysalis subtly swallowed the lump in her throat before taking a step forwards, her hoof landing within the circle of dead ground.

She nearly jumped right out of her chitin as a bolt of lightning flashed out overhead through the tree-tops, a crack of thunder roaring out quickly after.

Thankfully none of her infiltrators noticed her jolt due to their own bursts of fright, Chrysalis having already ensured that she was actively masking her emotions from them.

Looking down to her side at the infiltrator named Catalyst, she waited for the changeling to finish reseating the large sack of gold bits she carried on her back before answering.

“Unfortunately, I believe that it is.” She looked back at the house before continuing. “The legend says that our destination is one of ancient evil and horror, and-“

Another flash of lightning, and the following thunder.

“This looks like it fits rather well,” Chrysalis finished dryly, before taking another step towards the shack.

This time there was no thunder, no lightning. Instead, it felt as if an iron talon was attempting to squeeze the very life out of her heart, and upon looking back she realised that her eleven changelings had stopped just at the threshold of the circle.

“Do not fear,” she reassured, before facing the shack and uttering a low growl. “No amount of doom and darkness is going to come between me and my revenge.”

As her last sentence left her lips, Chrysalis was surprised to find the crushing feeling letting up, and with newfound confidence she continued to trot forwards. She didn’t have to look behind her to know that her subjects were following her lead, evidently she was scarier than the house.

Chrysalis looked down as she began to climb the hill, her hooves touching smooth pavers that formed a little path right up to the rotten wooden door. She noticed that they were coloured a dirty white, like that of old sun-bleached bone, and quickly tore her focus away lest she begin to ponder their material.

Before too long she was outside of the door, and she could see the soft flickering glow of candlelight from underneath the bottom gap. Raising a hoof, she glanced back to check on her subjects.

Every infiltrator was present and, while she didn’t even need to rely on their emotions to tell that they were terrified, she didn’t bring it up.
It was an understandable reaction, after all.

Her hoof rapped on the twisted dark wood of the door thrice, Chrysalis wincing at the sound before she lowered her foreleg and waited for a reply.

She got one soon after, a croaking voice that chilled her to the bone calling out from inside the shack.

“Those that make it up to here, are possessed of a spite that quells their fear. But if you don’t have a heart of black, then I greatly suggest that you turn back.”

A short, wheezing cackle followed the warning, Chrysalis quickly reconsidering her plans.

“Though if your hate does drive you on, then this is the place where you belong. If dark deeds and items are what you seek, then please do enter and we will meet.”

Taking a breath, Chrysalis made to push open the door.

“I don’t bite, you know.”

Shuddering, Chrysalis thought of the traitorous runt that had so casually taken her throne, and the memory gave her the strength to gently push open the door.

Striding inside, she was met with a darkness that even her eyes were unable to pierce. It was certainly out of the ordinary, especially considering the candlelight that she had sworn she had seen earlier.

“Come further in, all of you now. There’s plenty of room.”

The wizened female voice from before was much clearer now, and Chrysalis followed its directions. Hoof after hoof, she advanced all the way into the shack before pausing.

“You heard her,” she whispered to the infiltrators shaking outside. “All of us. Follow me, infiltrators.”

She advanced into the blackness, as did all of the changelings following her.

‘At least these ones know that it’s better to stick with me than take their own chances,’ she silently brooded.

“Ah!”

All of a sudden there was the solid thump from behind and a shout of alarm, and Chrysalis whirled around to find that the door had closed behind the last changeling unexpectantly. The infiltrators had all rushed into a close huddle at the surprise, and a small bag of plundered rubies had fallen off of one changeling’s back to spill its contents upon the wooden floor.

“Hehe, that never gets old, and I see that you at least thought to bring some form of physical payment. Unlike that one ingrate...”

Chrysalis and the changelings had frozen in place, the Queen realising that she was suddenly able to see everything thanks to the candles mounted all over the barren shack walls. Walls that made up a room that seemed entirely too large for the simple shack she had seen from outside.

To say something was off was an understatement.

Slowly, ever so slowly, Chrysalis turned around to face the unknown speaker.

Her eyes fell upon the hunched figure sitting upon a plump cushion at the back of the surprisingly large room, exactly twelve more cushions arrayed upon the large woven red rug that took up most of the floor.

Chrysalis had to do a double take.

“A single old zebra?” she scoffed, the zebra mare in question looking up from a bubbling iron kettle to smile at her with mottled yellow teeth.
Chrysalis immediately stopped her scoffs when she saw the zebra’s eyes through the long and unkempt black mane.

There was no light of life within the milky grey orbs.

“What were you expecting, a pony?” the elderly mare chuckled before nodding. “Greetings, Queen Chrysalis and changelings. Welcome to my humble abode… and magical trinket store!”

All of a sudden, and with a number of startling crashes and thumps, numerous items attached to ropes dropped down from the shadow-obscured ceiling.

“I’ve got ancient zebra curse masks, death potions, eldritch staffs of all kinds, even the full range of the infamous alicorn amulets!” The zebra snatched a golden necklace with a bright red gem from one rope, holding it up with a nod. “I particularly like this colour, a rather trendy match to any evening gown. There’s even a sale on at the moment, buy two alicorn amulets, get one ab-soul-utly free!”

Chrysalis couldn’t think of anything to say, her infiltrators equally stunned as the old zebra started to flick through a large yellow-paged book that seemed to be bound with wrinkly skin.

“I accept Equestrian bits, raw gold, gems, souls, firstborn children if you have the correct paperwork, and all other major world currencies.”

The zebra paused, her eyes flashing with a pale glow for a moment.

“Except for Seapony sheckles. I don’t deal with no conniving seaponies.”

There was silence for a few moments, before the zebra slammed the book shut and clapped her forehooves together. With rough, jerky movements, the items on ropes were pulled back into the murky depths of the ceiling.

“Excuse me, where are my manners? Please, take a seat, everyone. I’ve been waiting for you.”

With nothing else to do, Chrysalis slowly inched forwards and reluctantly sat down upon the pillow that was furthest away from the zebra. Her changelings followed suit, save for poor Morpheus. He was too slow, and was now standing in front of the lone pillow left. The one right next to the zebra.

“Take a seat young one,” she said sweetly while patting the cushion with a hoof, although there was a slight tone of command along with it. “I never harm a paying client.”

Shaking, Morpheus sat down as instructed, the zebra smiling at him. “My, aren’t you just a little cutie?”

Morpheus shrank down even lower.

“…You said that you were expecting us,” Chrysalis said after a brief hesitation, the zebra having returned her attention to the kettle.

“I expect all of my customers,” their host answered nonchalantly.

“How?”

“Tea, anyone?” the zebra offered while ignoring Chrysalis’ question, a small green box with alien writing and a picture of a many-tentacled beast upon it being held up in a hoof. “It’s a very special blend that you won’t find anywhere else in the world.”

Chrysalis pushed the disturbing realisation that she could read the alien writing as ‘Migo farm’s famous brew - Shoggoth strength’ to the back of her mind, and instead she cleared her throat.

None of the infiltrators had even taken their eyes off of the tiny black tentacle that had wriggled out from under the box’s lid.

“No, thank you.” The curtesy was very forced. “I did not come here for tea, or your trinket-pitch.”

Pouring the vicious black fluid that was stored in the steaming hot kettle into a surprisingly normal porcelain tea cup, their host snorted.
“You should show more respect to your elders, you know.”

Chrysalis gritted her teeth. “I am ageless, and have lived for decades longer than you, crone.”

The zebra merely smiled and sipped her tea.

“If you say so, Queen Chrysalis.”

Brushing it off, Chrysalis coughed and gave her head a light shake.

“Regardless, I have come here for a very specific purpose.”

“Oh, I know, Queen Chrysalis.” A long draught of the tea followed the reply. “You have been overthrown, betrayed by your own, forced from your lands like a petty tyrant.” The zebra seemed to pause, a frown crossing her face. “Dismissed from your crown by… Princess Celestia herself.” The crone looked up. “Quite the embarrassment, I am sure.”

A long, curious look at the somewhat sympathetic tone was Chrysalis’ initial reply, before she looked around at her stock-still infiltrators and nodded.

“Yes, it was. These eleven are the only loyal changelings I have left, the rest have been transformed into hideous… things.” Chrysalis flicked her tongue, as if there was a bad taste upon it. “All thanks to the ‘shared love’ from that weakling, Thorax.”

Another noisy sip of tea was followed by a smile from the zebra, her head nodded.

“Yes, Thorax. That name is known to me…” After another sip, the crone looked around at the pale infiltrators. “At least you have these fine young creatures still with you, all is not lost.”

“Indeed,” Chrysalis answered while straightening, her anger toward Thorax once again giving her further confidence. “But eleven changelings is hardly enough to retake my throne and punish those responsible. I have heard that you… sell solutions for problems to creatures like myself.”

A nod from the crone.

“You have heard correct. Ones that have their hearts filled with goodness… rarely find themselves inside my domain. Instead, I cater to those who aren’t afraid of using more… dubious methods.”

Narrowing her eyes, Chrysalis nodded.

“I’m looking for something a little more than ‘dubious’. I would prefer it if we quickly got down to business.”

The tea cup was placed down gently.

“Very well,” the zebra smiled. “Let us begin then. First, I understand that my previous items did not hold your attention for long. I take it that you’re after something a little more… heavyweight?”

“Heavyweight is one word,” Chrysalis snarled. “I want to crush my foes utterly, I wish to drive them from my lands, and I desire to end them once and for all. No slow deaths from poison, no soul-draining artifacts that come with inbuilt drawbacks. I want complete, and reliable, utter devastation of all that stand before me.” She huffed. “Does that fit your definition of heavyweight?”

The crone chuckled once more. “My, you are an interesting one, indeed. I’m quite pleased that you stopped into my part of the woods.” A hoof went to the zebra’s chin, her dead eyes glazing over with thought. “Hmm, I must admit that I usually stock more of the, ahem, subtle means of evil. But…”

“Yes?” Chrysalis prompted curtly, her forelegs crossing over her chest.

“Well, I suppose… yes, they would have something more along those lines. Whether they would be willing to sell to her… hmm. I don’t see why not.”

The crone stopped muttering to herself, and gave Chrysalis another toothy grin.

“I may not have what you seek, Queen Chrysalis, but I believe I know someone who does. Devastation is kind of their speciality, you see. Reliable too, their record certainly says so.” The zebra nodded. “I’m unsure if they what they would offer you, they tend to be fairly picky about certain things, but I can get you in contact with them for just a small finder’s fee.” Another smile. “I’ll also only charge you if you find what you’re after, how’s that for a deal?”

Chrysalis narrowed her eyes once more. “I’m in a bit of a hurry.”

“Of course, of course.” Turning and pointing at Catalyst, the crone gestured towards a small cast-iron caldron that was sitting behind the infiltrator. “Please be a dear and pass that over to me, if you don’t mind.”

With shaky hooves, Catalyst lifted up the caldron and hooved it over to the zebra. As it passed between the two, Chrysalis noticed the many intricate runes carved upon the sooted surface.

“Thank you dear,” the crone acknowledged, apparently paying no mind to the way Catalyst hurriedly withdrew her hooves once it was passed over. The eyes focused back on Chrysalis. “I should probably warn you that some… unusual payment may be required.”

‘Some what?’

“Now, let me see if I can remember the page…”

A wizened black and grey hoof lifted out a small black book from the caldron’s depths, ancient parchment flicking over until the grey eyes lit up with recognition.

“Ah, there we are! Right under Crowley’s. Page fifty-three, entry number seven.”

Closing her eyes and tilting her head back, the crone reached into the caldron once more. Her hoof resurfaced into view with a large jagged knife in the crock. Chrysalis eyed the skull-handled weapon, but didn’t even flinch as the crone slowly drew it across a withered furred foreleg.
Gloopy black blood, more akin to thick sludge than vital fluid, dropped into the caldron with a curious absence of any splashing sound. Then, the knife was dropped back into the caldron with a similar lack of noise, and Chrysalis’ eyes widened when a blood-red orb ascended into the air above the cast-iron container.

It pulsed with evil light once, then twice, before the room was bathed in a strong and constant red glow. The orb doubled in size, before a black shadow appeared in the centre of it.

“Who dares to call upon me!? To seek communication with a being as powerful and terrifying as the deepest universal abyss!? Answer me if you value your life! Your eternal soul! Your-!”

“Elijah,” the zebra crone chuckled lightly as she interrupted the eldritch thing that was currently causing Chrysalis’ heart to pound. “It’s me, Zappy.”

Chrysalis’ mind couldn’t help but question it.

‘Elijah… and Zappy? What the F-‘

“Ah, Zappy!”

The pulsing of the orb died down, and the booming voice changed to a normal tone that had a distinct male ring to it. Chrysalis was even able to detect genuine cheer from it, which flat out confounded her.

“Long time no talk,” the orb followed up with a chuckle. “Sorry, it’s been so long that I didn’t recognise your number. We really should meet for tea again sometime in the next decade, sooner than later preferably. How are you going?”

The crone cackled, a hoof brushing her filthy mane. “Oh, you know, the whole ‘selling items of woe to evildoers that wander into my forest shack’ shtick. Yourself?”

“Same old, same old,” ‘Elijah’ replied with the shadow in the orb giving a visible shrug. “I’m actually planning to head off and steal a teleporter shortly, one of my friends has gone and gotten himself trapped in an alternate universe again.”

“Ah,” the zebra nodded. “Nigel?”

“Nigel,” Elijah confirmed with a sigh. “I swear, that man and his ability to get lost in alternate universes… anyway, what can I do you for? I can tell that this isn’t just a catch-up call.” There was a pause. “Who are your friends? I must admit that they seem rather interesting… and somewhat adorable.”

The crone glanced to Chrysalis with a grin. Chrysalis was okay if ‘Zappy’ wanted to handle all of the explaining. She still needed to… work things out.

“This is here is a client of mine, Queen Chrysalis of the Changelings, and these here are the only loyal subjects she has left.”

Chrysalis felt a soul-chilling presence examine her, and shortly after she heard a tutting.

“Such a shame, she seems like a rather nice Queen, comparatively of course.”

She didn’t know how to react to that.

“Well, if you say so,” Zappy murmured. “Anyway, she’s after an item I can’t provide. I was wondering if you had anything, quoting here, ‘Destructive and reliable’ that she could purchase.”

“Hmm… well, I have access to some surplus military equipment that fit that description, but the higher ups are kind of catching on about this whole arrangement. As such, I’m trying to not sell anything at the moment…”

“Arrangement?”

Chrysalis froze at the whisper, all attention turning onto the one poor changeling who had spoken to himself. He quickly put a hoof over his mouth, but it was far too late.

“Yes, arrangement,” Elijah repeated with his focus on the infiltrator. “To make some spare cash on the side, I occasionally sell certain items to certain contacts of mine. There are still self-imposed rules you know, like ‘no chemical weapons, no biological weapons, no nuclear weapons, no repeating laser cannons with a barrel-length of three meters or more', etc.”

There was a pause. “Maybe it’s not entirely legal, but what’s life without the thrill of selling high-tech military weapons to completely irresponsible primitive tyrants from time to time.” He seemed to pause. “Hang on just a second, what’s your name? You little cutie you.”

The changeling balked, but still stammered out an answer.

“It’s… it’s Morpheus.”

There was a long and drawn out silence.

“You’re… serious?”

Morpheus nodded nervously.

“Holy unholy science,” Elijah cursed under his breath, just audible. “I can’t pass this up…”

There was another period of silence.

“Well, I suppose I can get you something in return for a few things. I’ll even do up a basic user manual and modify the controls, little things like that.” His attention turned back to Zappy. “Can I just send it to the circle you have out the back? It’s going to be a few metres tall.”

The crone nodded. “That’s what it’s for. Just throw in another few boxes of tea.”

Chrysalis got the weird feeling that the shadow was smiling.

“Sure thing. Now, as for payment…”

“I’ve got golden bits and gemstones,” Chrysalis began, snapping back into the conversation. “A few large gold bars and-“

“Hmm, no,” interrupted Elijah. “I’ve got enough of those already from the last deal. However…”

She felt him looking her and Morpheus over again.

“I’ll tell you what, will start with the easy thing. I’ll just get you to spit into the portal when I say so.”

There was silence.

“What?”

“It’s just a bit of your saliva.”

Chrysalis leaned forward with her eyes furrowing. “Whatever could you want something like that for? I’m genuinely puzzled.”

There was a brief hesitation from the other end.

“Hey, relax. It’s not like I’m going to clone you from it or anything.”

Another long second of silence was followed by nervous laughter, Elijah continuing it for far too long before he stopped and returned to speaking.

“Ha, okay, I’m serious now. Just spit into the portal please.”

Chrysalis glanced around the room, but after seeing nothing but blank faces (except for a smirk from Zappy) she concluded that no helpful input was going to be forth coming.

‘Stuff it, what do I care?’

With a hock, she lobbed a glob of royal saliva right into the centre of the red orb, the being on the other end audibly clapping some sort of limbs together after a few seconds.

“Marvellous, prime genetic material! Straight into the tube you go, little spit glob! You’re going to grow so big and strong!” There was a cough and the clinking of glass, before Elijah spoke again. “Ah moving on. For the second part, I require a simple thing…”

Morpheus jolted back when a pair of black sunglasses flew out of the portal to land before him, a slip of paper taped to the middle.

“You, Morpheus, please put on the glasses and read the words on that paper for me, will you? I’ve already ensured that you’ll be able to understand them.”

Confused, but after a nod from Chrysalis, Morpheus hesitantly put on the sunglasses as requested. Picking up the paper, he squinted at the writing upon it.

“This is your last Chance. After this, there is no turning back.” Morpheus paused, but a ‘don’t stuff this up’ look from Chrysalis prompted him to quickly continue. “You take the blue pill, the story ends. You wake up in your bed and believe whatever you want to believe. You take the red pill, you stay in Wonderland and I'll show you how deep the rabbit-hole goes. Uh…”

There was silence from the orb, until a few moments later. A long and content sigh was easily heard, and the next words from the cosmic horror known as Elijah were warm and genuine.

“I cannot thank you enough for that, changeling known as Morpheus. I’ll send the package through in a few minutes.” There was a pause. “Oh, and you can keep the glasses.”

Morpheus took the item off his face and examined it. “Um… thanks?”

“No, thank you,” Elijah chuckled, before the shadow turned to face Zappy. “Catch up with you later, eh Zapps?”

“Of course,” the crone smiled. “I’ll call you.”

“Okay then, toodles.”

With the completely unfitting goodbye, the red orb descended back into the caldron and the red glow died out.

Chrysalis blinked her eyes and rubbed them with her forelegs, glanced at her equally bamboozled subjects, before focusing back on the evil zebra known as Zappy.

“What just happened?”

Zappy’s reply came with a happy grin. “You, Queen Chrysalis, just managed to buy a weapon from a highly nefarious alien empire by spitting into a portal and having one of your changelings wear glasses while reciting a movie quote.” There was a respectful nod. “A very good result, I must say.”

“Oh…” Chrysalis nodded back, before tilting her head. “Wait, what exactly did I buy?”

There was a shrug from Zappy.

“Don’t ask me, you should have clarified it with him.” The old zebra held out her hoof, her toothy grin resurfacing. “Still, I’m sure it will suit your needs, and then some. Now, about my payment…”

Chrysalis stared at the hoof, before she managed to find a touch of her usual dryness.

“I don’t have any firstborns on me, I’m afraid.”

“That’s okay dear,” smiled Zappy with a chortle. “I’m perfectly happy to be compensated with normal Equestrian bits.”


Author's Note:

Because overreaction.

Seriously though, I think this is the first fic I've written that's actually come close to being within the show's current timeline. This one is just going to be a short 2-3 chapter affair I think, keep it semi-neat and clean. I hope to have this finished within a few weeks, I was just aiming to contribute to the 'new episode fic' phenomenon without it ending up a 1,000 or so word clickbait title for the sake of pushing it out as fast as possible.

Hopefully you'll find the humour (both subtle and very unsubtle) within the fic acceptable, and I hope that no-one takes it too seriously given the current 'changeling drama' that's going down.

Also, please remember that Thorax is so evil that he eats babies alive.

Remember it.

We will never forget.