• Published 17th Sep 2012
  • 3,617 Views, 176 Comments

Requiem of Equestria - TheBlox



The Changelings cocoon every pony alive, and claim Equestria as their own.

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Halls of Cocoons

Author Comments:

Before I began writing this, for awhile I was kind of joking around with my friends about writing a Matrix-themed crossover with My Little Pony (this was before I even knew about the changelings). Originally I thought it’d make a good comedy by giving the mane six cast roles based on the characters from the Matrix, with Rainbow Dash being Neo.

However, with a similar concept, I was stricken with this idea when the changelings were introduced to the show. While this is not purely a Matrix-crossover, the Matrix did inspire some of the ideas, and rather than going with a comedy on the subject, I chose to give it a more serious tone in a post-apocalyptic world. Further inspiration on the concept came from this video.

I love feedback, and I really do appreciate helpful critiques. I like to know where I make errors so that when I continue writing I can learn from my mistakes.

Cover Art:

Normally I’d do my own art, but the picture used on TheH215’s Youtube channel I felt was perfect for the cover art. According to the author comments on the Youtube page, the art is done by Aluxor. The music on the channel is really awesome too, check it out!

Editing and Assistance:

Many thanks to my good friend, David Hasselhoof. He’s been pre-reading, editing, and assisting me with ideas to help the plot.
I’d also like to thank another good friend of mine, Morfonious. He’s also done some pre-reading and has thrown me suggestions here and there to help improve the story.

—TheBlox—

~ ~ ~ ~ ~

Everything was dark, and the sickly numb feeling overpowered her body. Unable to move, she was at a state of mind where everything seemed blank and fuzzy, as if she was waking up for the first time. The absolute silence slowly drifted away, and she could hear very faint voices echoing from the eternal darkness. At first she could hardly understand these voices, as if they were vibrant and distant, mixing in with her empty dreams in the middle of her awakening.

“I found another one,” a voice echoed through the air like it was heard from all directions. “There’s no love left flowing through her.”

“Another dead pony?” another deeper whispering voice murmured in the darkness. “Well, dump her in the river with the rest of the dead ponies.”

Slowly opening her weak eyelids, the exhausted pony examined her surroundings at the corners of her eyes. The numbness through her body was slowly fading, and her feelings were coming back to her. She could tell she was being held up in the air by her limbs, and that she was moving. Her vision was fogged, and all she could make out was a fuzzy, dark green background, and two blurry black creatures glaring down at her with haunting turquoise eyes.

“I’ll inform the Queen once we get rid of her,” one of the creatures exclaimed. Slowly, the pony’s feelings continued to come back to her, and the threatening voices sent a jolt of adrenaline rushing through her, causing her to breathe hard and squirm in their grip.

“She’s alive?” the creature with the deeper voice noticed the alert pony. “You told me she was completely drained!”

The other one was just as surprised. “She was!” his words fumbled, “At least, I thought she was!”

“Put her back in her cocoon, you idiot!”

The voices made the frightened pony struggle harder. Her survival instincts took over, and she attempted to wiggle herself free from the grip they had on her suspended in the air. She was now hyperventilating as she struggled, kicking harder and harder.

“Don’t let her go—AH!” Her full-grown wings suddenly spread out, pushing the creatures off of her. Once released, she began to fall into the darkness below.

“Get that pegasus!” the deeper voice shouted in a panic.

She kept falling while struggling to use her exhausted wings, and a loud thud took place when she met the floor. The intense fear rushing through her gave her the strength to immediately stand to her hooves, ignoring all pain she may have felt from the fall. Limping sideways, she panicked and turned her neck to examine her surroundings now that her vision was beginning to come back to her. The two dark creatures who had dropped the pegasus were swooping down toward her. Another spark of adrenaline raced through her blood, and she ran into the unknown darkness with the sound of her clattering hooves echoing from behind.

As she ran with her vision returning back to normal, she had a better look around her, which made her stomach turn. Everything was covered in a thick layer of a green mesh. All of the walls and the floors had dark hued textures that seemed to haunt the place. Strings of dark blue cobwebs hung from the ceilings, and it was when she saw what was suspended on the ceiling when she really panicked.

Thousands upon thousands of ponies sealed inside thick cocoons hung from high above her, and they spread throughout the entirety of the ceiling. Flying in the air were hundreds of the dark airborne creatures, spiraling around the dome-shaped room with their beating wings echoing horrifically like she was in the heart of a hornet’s nest. She whimpered at the dreadful sight, galloping harder aimlessly into the darkness. The buzzing sound from the wings of the creatures chasing her grew louder as they were closing in on her. Galloping through the dark, she frantically searched for a way out, locating one high above her.

There was a massive hole in the ceiling providing the only light this haunting place had. She could see the sky through the hole, and the sight only made her feel sicker to her stomach. The sky was darkened by a thick green haze, and only the faintest of stars were seen through the gaps of the deathly clouds.

From above her, the many dark flying creatures all changed formation in their flight patterns and dove down toward her. Her inner pegasi instincts told her to fly for her life. Doing just that, she leapt up into the air and flapped her large wings to make the attempt to escape, hoping she could pass the airborne creatures flying down after her. To her disappointment however, she only made it a few feet into the air, and her overpowering exhaustion caused her to back down toward the ground, and she crashed into the solid floor with a thud. The downed pony struggled to get back to her hooves, and one of the creatures chasing her landed on top of her, pinning her down by her shoulders. Facing up with her back to the floor, the pony now had a perfect glimpse of the terrifying black creature glaring down at her. The bug-like blue eyes and wings, the demonic razor sharp fangs, the fins upon its back and tail, and how the creature had holes in his legs and hooves. It was in that moment when she recognized them from the invasion in Canterlot during Princess Cadence and Shining Armor’s wedding—changelings.

“Cocoon her!” the deeper voiced changeling yelled from above. The one pinning her frowned and grit his teeth, and his crooked horn illuminated a faint tint of green. The piercing glow of magic made the pegasus quiver from fear. Using her hind legs, she managed to get her hooves beneath the changeling on top of her, and with a powerful thrust from her legs, she bucked the creature off of her, sending him onto his back. Scrambling quickly to her hooves, the pegasus turned and ran, ditching the idea of flying up to the hole in the ceiling, seeing how flying got her nowhere in her weakened condition.

More changelings from above were flying down toward her from all directions. She could hear the intimidating buzzing from their beating wings echoing throughout the large room. Tears of terror were now falling from her dilated eyes as she ran, without the slightest idea which way to turn. As she galloped onward aimlessly in the dark, her front right hoof stepped into a hole in the floor, startling her into a traumatic gasp. She fell down into a vertical tunnel, flipping forward in the air while tearing through strands of sticky transparent cobwebs until she landed on her flank on a slope, and she began sliding downhill. The tunnel kept going downward like a spiral slide through perpetual darkness, and she attempted hitting the brakes using her hooves, but had no control and her hooves just kept slipping and scraping across the slanted floor beneath her.

After what felt like an eternity, she eventually saw a dim lighting ahead of her, and she was cast out of the tunnel into another room. Flinging through the air a couple stories high with flailing hooves, she dropped at an incline like a stone. Spreading out her wings, she attempted to slow her fall down, and she crashed sideways into a wall. “Gaah!” she shrieked when she felt a painful burn rush through her right wing, and from there she dropped helplessly to the mesh floor below, landing on her hooves with her knees buckling, sending her violently to her haunches.

She curled up on the floor and wrapped her hooves around her wounded wing, wincing in pain while groaning through her gritting teeth. The echoing sound of the changelings’ buzzing wings haunted the atmosphere like a song representing her inevitable doom, and it made her ears fall back from terror. There was no time to sit and rest; she had to get up. She had to. “Get up…” She trembled and stood to her hooves, and continued running through the foreign tunnel of mesh and darkness.

The buzzing noise of the changelings grew louder and closer, and then to her horror, she watched the swarm of bug-like creatures flying out of the tunnel she fell from into this room like a disturbed wasp nest, and they spread out like wildfire. She panicked, and continued galloping with her view focused ahead of her. The nerve-racking buzzing from behind her kept getting closer and closer, making her break a sweat and hyperventilate.

Like a comet jetting down from the air, a burst of green flaming magic struck down beside her, exploding into a fresh slimy webbing of the same film their world was covered in. When it struck the ground at her hooves, the startling burst of slime caused her to jump and shriek. As exhausted as she already was, the terrified pegasus’ adrenaline was overwhelming her, throwing her legs into a full gallop, and she trailed further and further down the seemingly endless tunnels. She turned her neck to look back and saw the many changelings right on her tail.

Their horns one by one were glowing green, and they were firing neon flaming darts at her. Each flare of magic striking the floor burst into patches of slimed webbing—one bulleting dart of magic after the other, she steered from left to right and back again, and managed to evade five of their cast spells, but the sixth—“Ahh!”—struck her in the back left hoof. The spell that struck her immediately covered her leg from the shin down in a slick green cocoon. It only effected her running ever so slightly, but as she galloped, it was getting worse—her leg was getting numb, causing a struggling limp in her gallop. As her leg slowly lost its feeling, she could feel herself tense up from her panicking. To her left, she found a hole in the side of the wall: with limited options, she went for it.

Turning for the hole and nearly being struck down by two more green flares of magic, she managed to dive into the tunnel in time to get out of firing range from the swarm behind her. She landed on yet another sloping landscape, and just like before, she was sliding downhill into darkness. Not far behind her, she could hear the echoing wings of the changelings as they followed her through the tunnel. As she slid further down into the curving tunnel, among all the buzzing of the wings, she heard a different noise coming from ahead of her—it sounded like rushing water. A dim lighting revealed the end of the tunnel, and she braced herself just as she was about to enter the next room.

Sliding into the room ahead, the path continued on an inclining bridge of stone and green slime with curved edges to prevent from slipping off the sides. This room was enormous, and there were crystallized rocks upon the ceiling, reflecting light from the exterior of the cave like a giant sunroof. Throughout the entirety of this massive room along the walls were more tunnels and pathways leading from one passage to another—truly like she was in the heart of a giant hive. Far below her was an aggressively rushing river that flowed through the cavern. Ahead of her at the end of the slide was another tunnel. From behind, the changelings all came spewing out of the tunnel into this open cavern, swarming aggressively.

As they closed in on her, she had to make a decision, and she had to make it now. Either keep sliding into the tunnel up ahead of her and hope it takes her where she needs to go to escape, or take her chances jumping off of the inclining bridge. Holding her breath, she made her quick decision, and with a thrust using her good wing, she pushed herself off of the bridge slide, and fell below into the water abyss.

“She’s got to be nuts!” a shouting changeling’s voice echoed in surprise, and she kept falling and flipping through the air, flailing her helpless hooves as she dropped. The fall felt like forever, like time was slowing down. Closing in on the rushing water, she took in a large breath of air, and after a hard splash, she was submerged beneath the surface of the river that immediately dragged her downstream, tossing her and flipping her through the water like a ragdoll. It was dizzying, and she couldn’t see where it was taking her. She attempted taking a breath of air every moment she could when her head surfaced, but the rapids kept sucking her back under, bumping her against rocks and steering her every which way she had no control over.

The river dragged her along, and ahead of her there was what appeared to be a giant funnel. Spinning around and around the draining vortex, she was getting closer and closer to the center where the water was being sucked below into the unknown. She was panicking, unable to do anything to save herself from the inevitable, and in moments, she was sucked down into the eye of the vortex.

Swallowed into the dark void, the helpless pony was being dragged down, down, down for what felt like an eternity. She could feel her lungs quitting on her, and soon her body was thrown around in multiple directions as the tunnel spiraled and twisted. A faint rumbling sound emanated from the unknown submerged darkness, which started off silent and distant, and gradually grew closer and louder. It sounded like a constant crackle of thunder, and although she couldn’t see anything but darkness, she could feel that the rushing water was powerfully increasing in velocity. It was as if it was instinct that she knew what was up ahead, and she intensely braced herself for what was to come.

The pegasus was spit out of a mountainside like a torpedo with the inclining waterfall. She was now out in the open and no longer inside the changelings’ nest, flailing her hooves through the air as she plummeted toward Equestria’s floor below. Out of breath, she couldn’t even scream—instead, she inhaled a traumatic gasp for oxygen, and her frail body flipped through the air out of control, too dizzy to keep a focus on where she was falling. She kept going down, down, down, until she found herself plummeting into another body of water below. A loud splash upon impact with the water’s surface at the bottom of the waterfall, she was submerged once again, screaming bubbles as she sank quickly into the stream.

Her descent into the deep water slowed to a stop, and with her eyes wide open and facing skyward, the breathless pony swam as hard as she could with her hooves to resurface. Her numb hind leg was giving her troubles, making it much harder for her to swim. The surface of the water seen above her was glistening from the reflections of light, and it seemed so close, yet so far. Her lungs were begging for another breath of oxygen, and it only grew more intense as she ascended in the rippling waters. She was murmuring bubbles as she panicked, feeling the painful quivers in her chest, thrusting harder to get that taste of fresh Equestrian air, until finally—just as she could’ve sworn her lungs were going to collapse—she reached for the surface, gasping loud and hard for that breath, feeling an immense amount of relief.

Floating atop the surface of the water with exhausted lungs, she weakly swam with her tired limbs, taking in breath after satisfying breath of oxygen while coughing up excess inhaled water. The stream was much calmer here, save for the mist from the base of the waterfall pushing her along the ripples of the glistening river. The trembling mare slowly swam for shore, reaching desperately for the waterbed. Climbing out of the water, she felt so cold and very tired. She dragged herself across the solid ground a couple of meters away from the stream, and she collapsed onto her belly, breathing and quivering with her head down, soaked in frozen dripping water from mane to hoof.

She remained lying there for several long minutes to catch her breath and regain her strength. Her feelings in her left hind leg were also now coming back to her. Briefly lifting her head to look back at her numb leg, she witnessed that the cocoon layer concealing it had fallen off—it must’ve come off in the rushing waters during her escape, she thought.

Sighing deeply with relief, she put her head back down on the ground to relax. Apart from feeling physically wounded, tired and cold, she also felt it on the inside, like she was empty of emotion—that all of her existing happiness had been sucked out of her.

Gasping painfully, the traumatized mare had finally regained enough energy to push herself back to her hooves. It took her frail legs a lot of effort, but she managed to limply stand up. Turning very slowly where she stood, she examined the world around her. The horrific sight made her stomach turn.

Everything was covered in a thick film of green mesh, just like in the changelings’ nest. All of the trees were stripped clean of leaves and covered in the same slimy webbing, with blue transparent cobwebs stringing down from the branches like curtains, hauntingly swaying in the chilled wind. In the sky, the thick green clouds she saw earlier from the hole in the roof of the changeling nest gave the world an ominous and dark feeling. Everything was so quiet save for the waterfall in the river. No birds were heard chirping, no bees were heard buzzing. Her ears sank low to her sides, and she suddenly felt very alone.

Turning to look up the mountainside she had fallen from, she recognized it. It was the mountain where Canterlot was built upon—the city must have been on the other side of the mountain from where she was. The waterfall came from a hole in the mountainside, about half way from below the peak, and fell all the way down to Equestria’s floor in this river. Taking a moment to gather her thoughts, something in the water had caught her eye—the sight made her mane stand on end. Trembling from the horrors in the river, she weakly backed away from the water with a limp. “Oh… oh, dear Celestia…”

Putting her hooves over her mouth in traumatic shock, she couldn’t believe what she had found. Bones—dead ponies. Many have sunk to the bottom of the stream while there were many lying along the shore of the riverbed. The sight was disturbing to the point it had taken a toll on her innocence. Her eyes widened and tears streamed down her cheeks. Her pupils were dilated, and she kept turning her neck, seeing one corpse after another, all lined up along either side of the river. “Oh goddess, no… Please, no…” After a long moment of mourning over the lost souls in the river, she vaguely remembered one of the changelings mentioning a river: A river where they would dump dead ponies. The river she hurled herself into not so long ago must have been just that, and here were the bodies—hundreds of them. A squeak from her disgust escaped her lips and she began to cry, “No, no, no!”

The sight was too much—she had to turn away and clench her eyes shut while she tried burning the images of dead ponies from her mind, but to no avail. Traumatically reopening her glistening eyes, she turned her glance back up to the mountain’s peak. Mental images of the many cocooned ponies stirred in the back of her mind. There was an inner voice calling to her, telling her they needed to be saved. Taking a trot forward, the mental images of all those trapped ponies were suddenly clouded by a swarm of changelings, and her voiced conscience was drowned out by their loud buzzing wings. “No!” She stepped backwards a few paces and stopped, standing frozen. While there was that voice telling her to go and free them, there was another voice screaming in her mind—the voice of logic—telling her to run, that if she even tried to go back and save them all, she would fail. That she would be captured, and she would be cocooned with the rest of the ponies once again.

Scared and helpless, the mare took one long final look at the mountain’s peak, and she turned and ran. With an exhausted and wounded limp, the lone pegasus galloped away from the mountain, leaving the river of bones, and off into the deadwood forest of cobwebs and ominous fog.

“There’s got to be somepony out there…” she whimpered to herself and ran, leaving a trail of tears behind. “Somepony has to be able to help me…”

~ ~ ~ ~ ~

Deep inside the changeling nest, the throne room stood out to be the most decorative from the rest of the hive. The evenly squared off room of mesh and stone walls, with ten green crystallized windows of stain glass—five on either side of the extension of the room—giving the room an ominous green glow from the little light shining from the outside. Stands of transparent blue webbing hung from over the windows as curtains, giving the room a more gloomy appearance.

The large double-door in the back of the room slowly creaked open, and a changeling guard cautiously entered. He quietly closed the doors behind him, and he slowly crept further into the room. The nervous changeling gulped and approached the green marble throne where a much larger changeling resting in her seat.

“What is it, Chitin?” the vibrant voice of the large changeling made the guard cower.

“Uh… my Queen?” He cleared his throat and timidly apologized, “Forgive me for disturbing your silence, Chrysalis. I’m afraid I bring you some, uh… bad news.”

Chrysalis rolled her eyes grumbling, “And what would that be?”

Chitin took a nervous breath through his teeth. “Well, earlier, one of your subjects took a pony out of its cocoon.” The changeling guard winced to express his disappointment. “He claimed that the pony’s love was completely drained.”

“Yes, we’ve had several deceased ponies already,” Chrysalis exclaimed and leaned back. “What of it?”

“She was, uh… still alive,” he admitted, slouching low to the floor.

The room went forbiddingly quiet. The dead silence made the guard feel uneasy. He felt a lump in the back of his throat from nerves that he had to swallow, and he looking up to the Queen, hoping she wasn’t about to snap at him.

“Alive?” Chrysalis questioned him and stood from her throne on all fours, frowning down at the cowering guard. “How can the pony be alive, Chitin?!” She leaned toward the frightened changeling. “A pony cannot live without love! If she was completely drained, then she should be dead!”

“I-I know that.” Chitin stepped back, trembling.

“Uuugh.” The Queen of the changelings sat back down, placed her hoof between her eyes, and shamefully shook her head. “Just get out of my throne room and put that pony back in her cocoon…”

“Uh…” The cowering guard paused and slouched lower to the floor, failing to keep eye contact. Chrysalis put her hoof back down, sensing that something had gone wrong judging by his behaviour and tone of voice. “Chitin?” she muttered and furrowed her eyes. “What… happened?”

“Well, she um… sort of…” Chitin briefly froze before he was able to finish, “…got… away.”

“She escaped?!” Chrysalis jumped out of her seat and her large bug-like wings spread out in a threatening manner. She marched aggressively toward the guard, and the loud stomping of her hooves echoed from the surrounding walls of the throne room. “What do you mean she escaped?!” she yelled furiously, “Our hive is heavily guarded! How do you buck that up?!” She stomped her hooves right in front of him, making him flinch and buckle at the knees. “Where could she have even gone?!”

The terrified guard backed away from the Queen. “Sh-she escaped through our water supply. I don’t know how she could’ve survived those rapids.”

“So she went through the vortex? It will have dragged her out into the Equestrian wasteland,” Chrysalis growled, and she pointed a hoof to the door. “Assemble our top search crew! She can’t have gone far if she’s still alive—she should still be in the vicinity of the river. Find that pony, you parasprite!”

Clearing his throat, Chitin shrugged and stood up. “What’s the big deal? I mean, it’s only one little pony.”

“Excuse me?” Chrysalis frowned, glaring down at him.

“I-I mean that with all due respect, your Majesty.” Chitin stepped back. “We still have thousands of other ponies.”

“Every bit counts—it all adds up,” the Queen explained factually.

“Is one missing pony really going to effect us?” he questioned her further.

“You really don’t see the full picture, do you?” The Queen turned away and looked to the side as she explained herself, “Each and every one of those ponies has enough love to feed a hundred of us for as long as two years—some ponies more than others.” She briefly paused and turned back to glare at him. “That one little pony was still alive, and therefore still had potential to feed from. What happens to us when they are all gone? Hm?” The Queen turned to the nearest stain glass window and peered outside to the lifeless world of fog and skeleton trees. “As much as you all like living here in Equestria, once all of the ponies are deceased, we must leave this place to seek other creatures who carry enough love for us to feed off of. And I intend to stay here as long as I possibly can!” Turning back to Chitin, she stepped forward. “Now go and find that pony or your position as head guard will be revoked!”

“But…”

“Go!”

He didn’t need to be told again. In a blink, Chitin turned and flew back out the door, exiting the throne room. After he had left, Chrysalis rolled her eyes and returned to her throne. She slumped into her seat, and with a deep and aggravated sigh, she looked up to the ceiling. There on the ceiling, high above her throne, hung a lone cocoon containing an alicorn inside.

“Don’t get your hopes up, your highness.” A grin formed over her face, and she squinted coldly at the unconscious body above her. “That pegasus won’t get too far… Before you know it, she’ll be nice and cozy with the rest of your precious little ponies, back where she belongs.”