• Published 11th Oct 2019
  • 4,590 Views, 209 Comments

All That We Are - Marezinger Z



All processing their encounter with Aurelian very differently, the three villains part ways on paths that will ultimately lead them back together in a way they did not expect.

  • ...
9
 209
 4,590

Chapter 1

Finding shelter on a peak of the nearby mountain; Tirek, Chrysalis and Cozy Glow spent the remainder of the day making the small cave hospitable. Not a word was spoken between the three which did not aid the underlying tension surrounding them; the following morning, the trio sat around the fire they had prepared, they each watched the erratic movement of the flame as they processed their encounter with Aurelian. The Alicorn’s words haunted them in vastly different ways, something that Cozy Glow was growing deeply irritated with.

“Ugh.” The young Pegasus tapped her hoof. “We’re wasting time just sitting here. Did that stupid Alicorn really spook you two that much?”

“It isn’t about being ‘spooked’.” Tirek grumbled.

“Then what?” Cozy Glow hovered above the fire. “He was just some washed up conqueror that lost his fire. Whatever he did or has done doesn’t apply to us.”

“You are too young to understand.” Chrysalis cast her eyes up at Cozy Glow. “While your cunning and manipulative abilities are great, you are still just a filly who has all the life experience of a larvae.”

“Yeah yeah yeah.” Cozy Glow glared back, pushing her hooves into her cheeks with a frown. “I’m just a wittle girl… so I automatically don’t know what I’m talking about.” She folded her forelegs. “Spoken like a true old mare.”

“Watch it!” Chrysalis stood with a hiss.

“Knock it off.” Tirek scolded.

“No.” Chrysalis refuted. “If we’re going to argue about this then let’s do so. Why don’t you tell us what’s on your mind, oh mighty Tirek.”

Tirek sighed, his eyes hard with consideration. “I am… inclined to believe Aurelian.”

“What!?” Cozy Glow fluttered over to him. “You can’t be serious.”

“I am not foolish enough to ignore the truth in his words.” Tirek defended.

“And what if he’s wrong?” Chrysalis asked shortly.

“What if he isn’t?” Tirek turned his gaze to her. “This is not the first time another creature posed this to me; my brother said something quite similar before he abandoned my side. I scorned and mocked him for his weakness but… perhaps he was not entirely mistaken.”

“Unbelievable!” Cozy Glow threw her hooves up.

“So, you really intend to give up the fight?” Chrysalis watched as he stood and crossed the cave.

“I don’t know.” Tirek answered honestly. “I despise the ponies of Equestria and would like nothing more than to see them fall. Even so, our repeated failures make it clear that we are missing something; what that something is I can’t say.”

“We just need a better plan.” Cozy Glow landed at his back. “If we…”

“There is someplace I need to go.” Tirek cut her off. “We were just returned to Tartarus not long ago, no matter what the case it would be foolish to face the Princesses again so soon.”

“And what are we supposed to do in the meantime?” Chrysalis followed him outside.

“I would suggest laying low and staying safe.” Tirek glanced back at her. “But I doubt you would.”

“Fine then!” Cozy Glow flew to Chrysalis’ side as Tirek headed off. “We don’t need you anyway! We’ll take over Equestria on our own!”

“This is ridiculous.” Chrysalis muttered as she returned to the cave.

“I agree.” Cozy Glow followed after her. “I’m glad that you didn’t let that hack get into your head the way Tirek did.”

“Oh shut up, that’s not what I’m talking about!” Chrysalis barked. “We failed when the three of us were united, what hope would just the two of us have?” With an irritated growl she sat before the fire once more.

“You know, I’m getting real tired of being the only one trying to keep this team together.” Cozy Glow buzzed around her head.

“We are hardly a team.” Chrysalis retorted. “We just want the same thing for very different reasons, not exactly what I would call a united front.” The fire danced in her emerald eyes as she stared at it in thought. “Tirek may see wisdom in Aurelian, but I see opportunity.”

“What do you mean?”

“That Alicorn may well be the most powerful creature in existence.” She turned back with a sly smile. “He walked away from life seeing no purpose to anything; but what if some creature could re-ignite that purpose?”

“You want to get him on our side?” Cozy Glow landed beside her. “Why would he join us, if he’s so powerful he’d have no reason to bother allying with anycreature. What do we have that we could possibly offer him?”

You don’t have anything, little filly.” Chrysalis poked her in the chest. “I, on the other hoof, have many assets that should spark the interest of a stallion that’s been all alone for thousands of years.”

“You mean… oh, yuck!” Cozy Glow grimaced.

“Spoken like a true child.” Chrysalis grinned, throwing her earlier comment back at her. She quickly headed for the exit once more. “Stay out of trouble till I get back.”

“But…” Cozy Glow groaned as she was left alone. “Grr, stupid grownups always being so… stupid!” She started kicking dirt onto the fire. “There is no way he is going to fall for that old hag. As usual, it looks like it’s up to me to get the ball rolling here.” Once the fire was fully extinguished, Cozy Glow flew from the cave and headed south.


Taking the form of an eagle, Chrysalis sped across the sky and back towards the gate to Tartarus. The all too familiar doorway came into view along with the four guards that stood before it; landing behind a nearby tree, Chrysalis retook her true form and looked over the situation.

“Ugh, I always feel so dirty taking this shape.” She muttered to herself as she took on the guise of Celestia. Stepping out from behind the tree, she exaggeratingly strutted over to the guards. “My loyal stallions, I require entry into Tartarus to… check up on our captives.”

The guards looked at each other in confusion. “Your highness, the password please.” One of them spoke up.

“Password?” Chrysalis repeated. “Surely your Princess requires no such verification.”

“On your orders, your highness.” The guard informed. “Even you and Princess Luna must give the password for entry.”

“Oh for the love of…” Chrysalis reverted to her natural state and charged the guard, sending him to the ground after a solid blow to the head.

“Chrysalis!” The surprised guards called.

“Don’t wear it out, boys.” She set her sights on the closest target and pounced.

“Spread out, she mustn’t get all four parts of the key.” The farthest guard noted as he ran into the forest.

“Right.” The other remaining guard ran off in the opposite direction.

“Get back here!” Changing into a Timber Wolf, Chrysalis gave chase. As she pursued one of the guards through the trees, she took the form of a gibbon and scaled the trunks; swinging from branch to branch until she was on top of him. “Got you!” Falling from above, she transformed back and stomped the stallion into the dirt. “Now, what’s this key?” She rifled through his armor until finding an ornate piece of stone. Returning to the sky as an eagle, she doubled back and soared over the area in search of the final guard. Her keen eyes spotted him nearing the river and she dove down as he attempted to cross. Transforming into a bear, she cannonballed in front of him; rising from the water and knocking him up onto the shore with a powerful swipe. Taking his piece of the key, she hiked back to the gate and retrieved the final two pieces off of the other unconscious guards. “Let’s see now.” She fiddled with the components until they came together and began to glow; promptly sticking the completed piece into the door’s center. Chrysalis stepped through the passage and the door closed behind her; doing her best to retrace the steps they had taken last time, she began wandering the rear tunnels of Tartarus.

“My, back so swiftly.” Aurelian’s hauntingly eloquent voice echoed around her.

“Like you, I return by choice.” Chrysalis called down the passages. “I came to speak with you again.” As before, the walls lit and she followed them back to Aurelian’s chamber. The Alicorn sat still in the room’s center, his eyes unblinking as he focused on his return visitor.

“Alone, no less.” Aurelian noted.

“Well.” Chrysalis smiled. “I felt that our talk would be more productive without my… associates.”

“Is that so?” He asked, a hint of amusement in his voice.

“Indeed.” She sashayed closer. “I have to admit, our previous encounter left quite the impression on me. But to be honest, while you made some very valid points, I couldn’t help but doubt some of your conclusions.”

“Such as?” His eyes trailed her as she maneuvered around him.

“It just seems such a waste that a magnificent and unmatched power such as yours merely lingers in this hole.” She began. “You said that you see no worth in pursuing conquest for any side as you have ‘seen it all’, so to speak. But I don’t believe that any creature can truly see it all; the world has changed so much since you’ve resigned yourself to this place. There are so many new places to see and things to… experience.” She brushed him with her tail as she rounded him; Aurelian began to chuckle which spiked her ire. “Did I say something funny?” She eyed him.

“Allow me a single guess.” He softly smiled. “The elder heeds my words and the younger dismisses them, leaving you stuck in the middle and unable to draw your own conclusion.” He watched her eyes harden as his words struck a nerve. “Hence, as the weak are naturally inclined to do, you seek a stronger creature to lead as you cannot make a decision about your own existence.”

“You…” Chrysalis growled bitterly.

“More so, you thought you could charm me with your wiles?” Aurelian laughed. “I have bedded countless mares in my time, the appetites of the flesh hold little meaning for me anymore. I have no interest in you, Halfling.”

“How dare…” She stopped as his words registered in her mind. “Halfling? What do you mean by that?”

Aurelian’s head tilted slightly in interest. “So eager to control others and yet you do not even know yourself.” He sighed. “I knew the original Changeling Queen, and you girl, are no Changeling. You are a half breed, the result of a long forgotten tryst that created a schism in the Changeling hive.” He gestured to her with his wing. “Unicorn blood runs in your veins.”

“That cannot be!” She shouted angrily.

“Do you know your broodmother?” He continued, ignoring her outburst.

“I… I don’t… remember her.” Chrysalis admitted.

“Your ignorance of the truth would suggest that she perished before the story could be passed on.” He said wistfully. Chrysalis sat stricken, in just a hoof full of words Aurelian had dismantled her plan and shattered her world. Aurelian saw the lost look in her eyes and stepped closer. “Your raging against the world appears more futile by the minute.” He said with little consolation.

“You’re right, about all of it.” She said with hollow voice. “I don’t know what to do. Tirek thinks you a sage and left to visit some unknown place. Cozy Glow thinks you a fool and works to continue our fight against the Princesses.”

“And you?” He looked down at her.

“I don’t want to believe you.” She looked up at him. “My anger at all that has been done to me won’t allow it.”

“Nothing blinds more than anger, girl.” Aurelian nodded.

“And now you tell me I am not even what I claim to be.” She continued.

Aurelian opened a portal at his back. “You should return now.”

“No, wait.” She pleaded. “Can you… tell me what happened to the Changelings? About where I came from?”

Aurelian’s cynical heart registered something as he looked into the desperate eyes of his guest. He slowly nodded and closed the portal. “If it will aid in bringing you clarity, I will tell you the story.” All of Chrysalis’ typical demeanor faded away and she sat before him with an atypically open mind. “The Changelings were a fierce species; originally led by Queen Maxilla, her brood controlled nearly fifteen percent of the known world. When I served the budding national alliance in my youth, I was tasked to meet with her in order to help form an accord; one that would welcome her kind into the alliance to, in a roundabout way, control them.”

“Control?” Chrysalis didn’t take too kindly to the word.

“If left unchecked, she would have spread the Changelings across the globe which would have inevitably led to a war.” Aurelian explained. “Allowing her to be a part of the alliance would grant her power and say in the world’s affairs while, at the same time, allow us to set limits on her population and expansion.” He thought far back to the encounter. “She was a vicious and yet particular beast, we spoke plainly with one another as I knew that the slightest air of fabrication would have led to conflict. Suffice to say, she did eventually agree to join and the Changelings became an officially recognized species on the world stage. In order to keep them in check, thousands of acres of farmland were dedicated to raise livestock for them to consume so they would not have to spread any further than they already had.”

“They were forced to feed off of the love of simple animals?” Chrysalis asked.

“The true Changelings did not consume love, only flesh.” He answered. “Diet aside, it was with the third Queen known as Clypeus where your question becomes important. In a tale as old as time, love found a way to blossom between the strangest of bedfellows. She fell in love with a Unicorn named Stargazer who was the ambassador to her hive for his kind. Normally, a specially birthed stud drone would be the one to fertilize the Queen’s eggs but she allowed the Unicorn to do so instead; which gave way to unique batch of eggs that hatched into your particular subspecies.” As before, he used his magic to help illustrate his story. “It was an unheard of act that sparked a civil war within the massive hive. Clypeus and her lover fled with their brood and raised them far away from the angry maw of the Changelings, who were quick to foster a replacement Queen.”

“And that brood are my ancestors?” Chrysalis queried.

“Yes.” He nodded. “Friendship and love are a great source of power for Ponies; the added element of Unicorn magic mixed with the Changeling's voracious nature, allowing them to literally feed on emotion. Originally, they were able to sustain themselves on their mother’s love; but as more and more were born it became necessary for them to feed off of the love of other creatures.” He reached out and lifted her mane, looking over her face. “It was one of Clypeus' daughters that was your broodmother. I did not know her personally, by then I was already here in Tartarus.”

Chrysalis took in the story silently for several moments. “They’ve evolved again, you know.” She finally spoke. “A member of my own brood, Thorax, took it upon himself to cease feeding on love and share it freely with… friends. With help from Ponies, he wrested control away from me and my Changelings became a new breed; they no longer need to feed off of other creatures and have taken on a culture of passivity.”

“You see them as weak now?” Aurelian asked.

“Are they not?” She asked in return. “They can’t even defend their own hive without the aid of others anymore.”

Aurelian took a long breath as he thought. “The true Changelings said much the same of your breed, girl. The Halflings were seen as a mistake, an aberration of nature that spit in the face of all that they stood for. They sought out to destroy them, but through their mother’s strength and love they survived. She was not as weak as they imagined, and I would assume the new Changelings are not as weak as you claim them to be either. As I said before, you are participating in this meandering cycle that need not be.”

“What am I supposed to do then?” She asked harshly. “With all the Changelings evolved, I am the last of my breed. I have no hive, no children… nothing.”

Aurelian shook his head. “Did they stop being your brood merely because they changed their form and ways? Are you not still their broodmother as Clypeus remained the broodmother of her own evolved offspring?"

“I… I am.” She slowly nodded.

“They have joined the natural equilibrium of peace that always corrects the imbalances of the world. You are the one who chooses to resist it, you are the one who walked away from your brood out of anger and spite.” He stepped back towards the room’s center. “Your desire for control and power is what robbed you of your hive, not this Thorax and his allies." He opened his wings to the walls around them. "Nations, societies and species all change with time. What is considered wrong becomes right and what is considered right becomes wrong; I’ve seen it happen hundreds upon hundreds of times. The natural state of the world is always in flux; the needle can be bent by force but in the end it always returns to the point of least resistance and tension, which is what we call peace. You keep holding onto the needle, trying with all your might to pull it in the direction you wish; the true Changelings did much the same and they are gone now, let that be the lesson you take from this talk.” He once again opened the portal.

Chrysalis nodded again and made her way over to the magical exit. “Thank you, for telling me all that.”

“Find your peace, girl.” He tipped his head. “Do not repeat the mistakes of the past; be they yours or others’.” Aurelian closed the portal as she passed through and laughed shortly to himself. Without further word, he laid in the center of the chamber and resumed his endless waiting.


Within Canterlot Castle, the four bested guards at the gates to Tartarus had returned with their news of what had transpired. They met with the royal sisters and detailed the confusing event in full.

“You mean to say that somehow, Chrysalis had already escaped; only to return and break back into Tartarus?” Celestia summarized what she had heard.

“Yes, Princess.” The lead guard nodded. “We are sorry we failed you.”

“Did they?” Luna asked. “If Chrysalis returned to Tartarus, does that not mean she is secure once more?”

“If she found a way out once, she will surely do so again.” Celestia said with a burdened sigh. “I do not understand her game, but we must investigate and see if she and the others are still there or not.”

“I will inform the court of our leave.” Luna noted as she went to prepare. “Shall I alert Twilight as well?”

“No, not yet.” Celestia shook her head. “Not until we know for certain what is happening.” With an entourage of Pegasi guard, Celestia and Luna rushed to the Tartarus gate. Using the reclaimed key, the stone doors parted as they hurried inside towards the primary chamber. “As expected.” Celestia beheld the broken cages of Tirek, Chrysalis and Cozy Glow.

“Curse them.” Luna huffed. “Still, even free of the cages, how did they escape this place without using the only exit?”

“You pose the answer to your own question, sister.” Celestia looked to her grimly. “There must be another exit from this place of which we are unaware.”

“Then let us seek it out.” Luna began to proceed but Celestia halted her.

“It is more important that we track them down first before they can regain too much footing.” Celestia advised. “Return to the castle and spread word that the villians are free once more. I will contact Twilight and the others so that they can keep their eyes and ears open.”

“At once, sister.” Luna nodded and rallied the guard to follow her back.

Celestia stared into the back reaches of Tartarus, her mind curious as to what the villians had discovered to allow their escape back into the world. Surpressing her lingering wonder for the time being, she hurried to inform her protégé of the situation.


After a tireless trip across the lands, Tirek found himself at his destination. The bustling port city was active with traders and merchants who dealt in fresh wares brought from around the world by ship and caravan. Covering himself in a cloak, Tirek made his way towards the farther end of the city and into a decorative stone workshop. A chime sounded as the door knocked against a small bell and the owner emerged from the back.

“Tirek?” His eyes widened as Tirek removed his cloak.

“Brother.” He let the garment fall to the ground. “It has been some time.”

“A lifetime.” Scorpan cautiously flew around to him. “Last I heard, you were returned to Tartarus yet again.”

“You heard correctly.” He nodded.

“How did you escape?”

“That is a story in and of itself.” Tirek sighed.

“Well, forgive my bluntness, but what are you doing here?”

“I… I’m not truly certain.” Tirek admitted. “I just felt that I needed to see you.”

Scorpan saw that something in his brother’s eyes was immeasurably different from when they last spoke. “What happened, brother?”

“In Tartarus, I met a creature that is far more powerful than I could ever be, even if I drank of all the magic in Equestria.” Tirek began. “That creature, who could easily destroy the world if he desired, chooses to sit in Tartarus because he has accomplished every goal a hero or a conqueror could dare to dream of and has claimed only emptiness awaits those that follow in his hoof steps.”

Scorpan stroked his chin. “Such a creature exists?”

“He is an Alicorn.”

He?” Scorpan repeated.

“Yes.” He nodded. “One that attests to being over ten thousand years old.”

“Incredible.” Scorpan whispered to himself. “Are his words what brought you here?”

Tirek stayed silent for a moment at the question. “If a creature that powerful can find no contentment in that power, then… everything I have based my life upon has been meaningless. You, who sits in this city living a mediocre life, have accomplished so much more than I ever have.” He laughed dryly. “Being a small part of a big world has made you happy; seeking control of it has left me with nothing but so much lost time in Tartarus and a fragile comradery with a fallen Queen and a mad child.”

“It seems this creature is wise.” Scorpan nodded solemnly. “Brother, for creatures as long lived as we, life is not a sprint but a marathon. It is never too late to become a part of the world. You said you hate the ponies but their forgiveness, kindness and friendship know no bounds. Even a creature like me was welcomed with open hooves and being a part of their world has afforded me more than any conquest could ever provide.” He reached out and took Tirek’s shoulder. “This Alicorn has clearly laid a fog down around you and you have the chance to come out of it a different creature.” He smiled. “I’ve never abandoned my love for you, brother. You are all the family I have left and all I’ve ever wanted was for you to find the same peace that I have. You never listened to me or any creature else before, so I am grateful to this Alicorn for being able to reach you; for saying whatever it was that you needed to hear to finally sway you off of your nefarious course in life.”

Tirek struggled as his eyes grew damp. “I saw a loneliness and emptiness in that Alicorn’s eyes that terrified me; and worst of all I saw myself in the reflection of those eyes. As much as I lust for power, I… I cannot allow myself to ever have that look in my eyes. I don’t know if I can accept the world as readily as you, but I also know that I do not wish to be like Aurelian.”

“Confusion is a fine start, brother.” Scorpan patted his arm. “How about I get some food for us and we can talk about this as much as you need to.”

Tirek felt comfort as he looked into his brother’s eyes. “Thank you, brother. I certainly don’t deserve such kindness from you.”

“When a creature feels they do not deserve kindness; that is often the point when they need it the most.” Scorpan assured. “Family is there for each other no matter what, as mother taught us.”


Cozy Glow wandered the towns and villages of the Equestrian countryside, spending her time in curio shops and antique stores looking for items of interest. Finding little worth her time, she eventually found herself in a massive bazaar near the outskirts of Appaloosa. Rifling through the bric-a-brac of a tent, the filly was soon approached by the owner.

“Excuse me, child.” The Saddle Arabian Unicorn called her attention. “If it is toys you seek, this is not the place.”

“If I wanted toys, I’d go to a toy store.” She looked up at him sourly. “I’m interested in magical artifacts.”

“Oh, is that so?” The Unicorn eyed her curiously.

“Yes indeedy.” She returned to her search. “Have you got anything besides this junk?”

“Ahem.” He cleared his throat, a bit perturbed by the insinuation.

“These items happen to be…”

“Junk!” She glared at him with an unhinged smile. “Are you sure this isn’t a toy store? Because that’s all I’m seeing here.”

“You are welcome to leave.” He pointed to the flap.

“Fine!” She shouted, flying towards the exit. “Stupid adults, always treating me like I’m some kind of baby!” She cursed to the sky. “I’m sick of it! I’m tired of never being taken seriously!”

“Excuse me, little miss.” A cloaked figure waved to her.

Cozy Glow stared at the stranger and slowly approached. “What? Want to know where my mommy and daddy are?”

“No, child.” He shook his head. “I couldn’t help but hear your exchange with that shop keeper and you are right; he deals only in trinkets to dazzle tourists.”

“Can you do better?” Cozy Glow asked.

“Of course.” The stallion removed his cloak. “My name is Dr. Caballeron; explorer, treasure hunter and purveyor of lost artifacts.”

“Ooh, that sounds neat.” She quickly altered to her overly sweet demeanor. “Maybe you can help, mister.”

“Doctor.” Caballeron corrected. “I did not obtain a degree in archaeology to be called ‘mister’.” He waved her into his shop.

Cozy Glow followed him inside and smiled at the sight of the sparkling treasures that lined his shelves. “This is what I’m talking about.” She hovered from shelf to shelf. “What is all this stuff?”

“These are rare finds from the deepest and most sheltered parts of the world.” Caballeron proclaimed. “Each with a legend and a sordid history to accompany it.” He saw her eyeing a bizzare bracelet; it was silver and studded with tiny gemstones, the round was ornately molded to resemble a Chimera with a detailed scorpion tail that jutted out and was complete with a sharp point. “Ah, that is one of my more recent discoveries.”

“What is it?” Cozy Glow asked.

“Ha ha… I… have no idea.” Caballeron admitted. “My team and I found it in a temple that was buried under the sands of the Palomino Desert. Whatever society crafted it is long gone and these things don’t exactly come with instructions.”

“It’s pretty if nothing else.” Cozy Glow slid it on, screaming in pain as barbs jutted from the interior of the band and dug deep into her foreleg. “Ahhh! Get it off!” She shook her leg, blood flying around the tent.

“Stay still, little one!” Caballeron began to panic and tried to grab her, the stinger of the bracelet sank into his foreleg and he quickly fell to the ground in complete exhaustion. Cozy Glow landed on the floor as her entire body began to burn; her legs and neck began to extend, body filling out to match and her curly mane and tail lengthened along with her wings. When the burning subsided, she fumbled around the room as she attempted to walk on new legs. She hobbled before a decorative mirror and gasped at her reflection.

“What in the world?” She reached her hoof up and touched her elongated face, quickly recoiling at the length of her leg. “I’m… grown up.” She looked down at the bracelet, seeing that the bleeding had ceased; she then looked down at the groaning Caballeron with a wide smile. “Hee hee… I think I know what this does now, Doctor.”