• Published 20th Jan 2013
  • 5,403 Views, 373 Comments

A Changeling's Endeavors into the Subtle Art of Wooing Mares - airbournesquid



Caramel is a changeling, and is after the heart of Applejack. Lucky for him, everypony is willing to give him some dating advice.

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School is in Session

Rainbow Dash paced circles around the library impatiently, flexing her wings with the occasional flutter. Rarity had taken up abode upon a sofa and was lazily analysing a hoof. Twilight sat next to her, literally shaking with anticipation. Fluttershy was standing in silence around the outskirts of the room, still half asleep. She, like Twilight, had never taken very well to early mornings. Neither did Pinkie Pie, apparently, as she was sitting on a chair, rocking herself back and forth whilst reading a cook book she'd picked from mass of literature that filled the library shelves. It was frightening to see the pink mare so laid back.

"Twilight, darling?" said Rarity, her usually pristine Canterlot accent marred by the grogginess of exhaustion. "Is this 'friend of the princess' going to withhold themselves any longer? It's an unruly hour for introductions as it is!"

"You got that right!" piped Rainbow Dash furiously. "Friend of the princess or not, nopony wakes me up in the middle of the night just so they say 'hi'!"

Earlier on in the night, Princess Celestia and Princess Luna had visited each of their homes and demanded their immediate presence at the Golden Oaks Library. Being under the impression that this was a matter of national security, each of them had made their way here with as much haste as they could manage. Needless to say, none of them were all-too-pleased to find out that they had been dragged their beds to simply meet somepony (apart from Pinkie Pie, who was giddy, albeit a little less enthusiastic, about making a new friend). None of them knew the true reason they were there,
and all of them were wondering where the heck Applejack was. Save for Twilight, who Celestia had told specifically not to give away the surprise, as she put it.

The princess had always been a prolific troll.

"Just relax, girls, he's bound to be here any minute." said Twilight, not even bothering to try to hide the bubbling excitement that was building up inside her like a warm, ticklish froth. She was rarely able to surprise her friend, which was more Pinkies’ thing. Now that she'd finally got the chance to do so, Twilight quickly saw why Pinkie Pie enjoyed it so much. This was so exhilarating!
Still, the fact that she hadn't mentioned Caramel's species to anypony yet had more reason than to simply shock her friends. The princesses didn't want to risk the off chance that one of Twilight's friends would panic and alert the town authorities that there was a changeling running about, therefore they would wait until both Luna and Celestia were here in order to quell any beliefs that Caramel would do them any harm.

The two alicorns had left less than half an hour ago with Caramel firmly in hoof without so much as mentioning where they were going.


Caramel peeked over the corner of the small, stone bridge, analysing his reflection over in the water of the Ponyville River. Celestia's healing spell had done wonders for his face, but there was another pain within him that was far too severe to be fixed with the simple application of magic.

For the entire year of their relationship, Applejack had loved him unconditionally. She had accepted his clumsiness, his abnormalities, and his general lack of knowledge on Equestrian society and cherished him regardless. She had calmed him when he was angry, comforted him when he was sad and defended him with an almost savage furiousness when he was threatened. She had given him somepony love as well as the best year of his entire life, and asked only for the truth in return.

'And I didn't even give her that.'

A year. He'd lied to her for a whole year . He had lied about his identity, lid about his family, lied about his age, heck, even his name was a lie, and a bad one at that! Seriously, Caramel? Out of all the pony names in the world, he chose the blandest one possible! Still, it was a far more charming than his real name...

His image wavered on the surface of the water as a cold wind blew past, distorting his menacing features into something far more monstrous than they already were.
What kind of mare could ever love a face like this?

"Is something bothering you?"

Caramel wheeled in place, coming face to face with Princess Luna. Just when the heck did she get here?

"Y-your majesty!" he stammered, lowering himself into a clumsy bow.

The princess stifled a fillyish snort of laughter. "We are not your 'majesty', young Caramel, you need not bow." her gentle features twisted into a devious smile. "That obligation remains with our subjects."

"Right, uhh, sorry... your highness..."

"And none of that either!" she shook a hoof at him in mock anger and smirking at the way he flinched away from her whenever she spoke. "Tis rare for us to find one who is willing to address us by name, and the royal title becomes a heavy burden with time. Thou shalt call us Luna."

Caramel tried (and failed) to ignore the fact that the princess spoke like a character straight out of Macbeth. "Yes your maj- I mean highn- Luna"
He shuddered slightly. Princess Luna technically had no rule over him, nor did Celestia for that matter, but that didn't make it any less awkward to refer to them by name. He felt as if calling the all powerful ruler of the night just 'Luna' would somehow be insulting. On the other hoof, she wanted to be called 'Luna', and he wasn't about to disobey somepony who could turn him into a sticky green paste with a wave of her horn.

Princess Luna drew closer, and Caramel instinctively shuffled backwards. "We apologise for dragging thou outside," she said, analysing him with her teal eyes. "Our sister had... urgent matters to attend to." she was referring to the legion of guards that Celestia had sent to Ponyville. By now the trained and dangerous members of the elite Royal Guard were probably gathering around the edges of town, devising their plan of action.
The Equestrian military's occupation of Ponyville was a grim precaution, but a necessary one nonetheless. Caramel seemed nice, but that didn't change the fact that he was a changeling, and from what she'd witnessed at the royal wedding, she knew that changelings rarely worked alone.

"So," she said. "Is something bothering you? Or were thou staring glumly into the river for the jolly of it?"

Caramel had to admit that as stuck-up and snobby as it sounded, the princess' outdated speech was also charming in its own funny way. It was as if she was constantly quoting from the classical theatre performances that they played in the elite playhouses of Canterlot.
He liked it.

"Changeling?"

Oh! Right, she was talking to him, wasn't she?

"No! No, I'm fine... Luna," he doubted calling her by name would ever feel right. "it's just..." Caramel worked his tongue around in his mouth, mentally fishing for the right words to explain the bubbling cauldron of emotion that broiled away inside of him.
'Pain? Heartbreak? Self-loathing? All of the above?'

"Thou art ashamed, are thou not?"

He deflated with a sigh. That was it, ashamed. Ashamed of telling Applejack that he was somepony who he wasn't, ashamed of feeding on her love like an emotional cancer, ashamed of waking her up in the middle of the night just to tell her that the stallion that she'd been loving for the past year had been nothing more than a ruse...

"Yeah," he said finally, turning back to the small river and staring pensively into its murky depths. "That's the one, ashamed." He scrutinised his reflection with a frown. It had been Chrysalis knows how long since he'd seen himself for what he truly was. Demonic fangs, pitch black flesh, lifeless eyes... through the eyes of a pony he was nothing short of a monster. Fitting in around Ponyville was going to get a heck of a lot harder.

Caramel twitched as Luna laid a hoof on his back between his bug-like wings. It clicked against the tar-black chitin of his shell. "Thou... should be," she said with a chuckle. "and thou should also be afraid." she bent towards him to whisper into his ear. "Tartarus hath no fury like a mare scorned!"

"You don't say..." he murmured beneath his breath. Images of the wild eyed and feral Applejack from earlier popped into his mind.
Maybe he should bring an exorcist to his next meeting with her, just to be on the safe side.

"But, thou should also be proud," continued Luna. "it took great courage to do what thou did, especially when thy partner is a mare as... explosive... as Applejack."

Courage. Was that what it was? "No offense Luna," he said. "but I wouldn't exactly call myself courageous. Truth be told, I'm kind of lacking in the bravery area."

"Are you? Thou could have fooled us!" she clapped him on the back with a surprising amount of force. "Now listen here! Thou may not be the most gallant of ponies, but it takes a certain kind of bravery to reveal such," Luna rolled her tongue in her mouth as she thought for an elegant way to word her thoughts. "horrific secrets about oneself."

The left side of Caramel's mouth curled into a smile. "Thanks... I think."

"Thou art welcome," she said, returning his smile with one of her own. "It gives us great pleasure to be of assistance, my little changeling." she snorted with laughter and gave him another hearty slap on the back. Caramel couldn't help but laugh with her. Here he was, a changeling, standing next to the eternal ruler of the night and former villain, laughing his flank off. If anypony had told him that he would be in this position yesterday, he would've gift wrapped them in a strait jacket and mailed them off to the nearest loony bin.

"Enjoying yourselves, are we?"

Princess Celestia descended from the sky behind them and landed softly on the bridge without so much as a sound. She gave her expansive wings a stretch before folding them into her sides. With a benevolent smile, she strode towards the pair of them. "The Royal Guard has been informed of your presence, Caramel," she said, maintaining a pleasant tone throughout. "You have no need to fear them." her expression grew darker as she grew nearer. "That is, of course, if you keep yourself out of trouble, and you shall stay out of trouble, shall you not?"

The changeling gulped audibly before giving Celestia a bow so low that his nose scraped against the ground. "Of course Your Highness!" he said quickly, not daring to look her in the eye.

"Good!" chirped Celestia happily. "In that case, I do believe that it's time that you met the acquaintance of a few very close friends of mine." she started back towards the library and beckoned Caramel and Luna to follow. "Come," she ordered without looking back. "I imagine they would be getting rather restless by now."


"This is taking forever!" bellowed Rainbow Dash as she hovered in the air.

Twilight couldn't help but agree. Whatever the Princess was doing, she was taking her sweet time with it. She drearily looked towards the clock. Four-thirty... Sleep was overrated anyways. She drew an inspecting eye across the library. Rarity was still laid across the sofa, leafing through a romance novel, Rainbow Dash was on the floor, splayed out upon her back and staring absent-mindedly at the ceiling, Pinkie Pie had found herself a marker pen, and was halfway through jotting a moustache on Spike's face as he slept.
And Fluttershy was nestled up against a bookcase, snoring surprisingly loudly.

"There are two kinds of late," said Rarity, setting down her book and turning her gase towards Twilight. "'fashionably late' and simply 'late', this is the latter." she adjusted herself into an upright position before continuing. "Twilight dear, are you sure you don't know this 'friend of the princess'?"

The purple unicorn was quick to answer. Too quick. "Nope, sorry, never heard of him 'til now." she blurted, cautiously avoiding eye contact.

Rarity smelt a rat.

"So, this fellow's a 'him', hmm?"

Twilight paled as she realised her mistake. "Oh!" she exclaimed in painfully fake surprise. "Did I say 'him'? I meant, uhh, it! NO, I mean um, them! Yes, I've never heard of them until now!"

Wow, Rarity thought Applejack was a bad liar, but this? This was just embarrassing.

"Come now, Twilight," said Rarity sternly. "you aren't fooling anypony with a poker face like that." she gestured towards Twilight's scrunched up nose, furled brow and wandering eyes. "Now come on dear, out with it! It simply isn't proper for one to lie to their friends."

With a heavy sigh, Twilight admitted defeat. "Fine. You see, the truth is..."


Caramel laid his hoof on the door frame, reluctant to re-enter the Golden Oaks library out of fear of being pulverised by the elements of harmony. He'd heard the rumours about what those mares did to the changeling invasion force in Canterlot, heck, Applejack had told him herself about how she and her friends had felled literally a legions worth of changelings!
He'd kept his distance from her that day.

The library door swung open, revealing the black, beetle-like form of Caramel. Celestia and Luna followed in suit, flanking around either side of the changeling. The mares froze as their eyes turned to him. Caramel squeezed his eyes shut, and braced himself for the inevitable screaming and the painful beat-down that was bound to follow.

It never came.

"So, you're a changeling huh?" Caramel recognised the raspy voice of Rainbow Dash immediately. She had to be one of the most frequent visitors to Sweet Apple Acres, and he often found her snoozing on the branches of the apple trees. He also knew that she loathed him with a passion ever since he'd accidentally bucked her out of a tree and put her in hospital for a week with a fractured skull.

"I always knew there was something funny about you!"

'Says the Pegasus who sleeps in trees... Wait.'

"You know who I am?" he asked, opening his eyes to find the cyan Pegasus standing firmly in front of him, her eyes narrowed into slits and her wings flared outwards. A poisonous frown was set upon her muzzle, and her eyes burned with fury. It was safe to say that Rainbow Dash was far from happy.

"You're darn right I know who you are," she snapped with ferocity similar to the kind he'd seen in Applejack earlier that night. She poked him in the chest accusingly. "And if you think you can just mess with my friend's head like you did then you're in for a surprise, bub!" she shunted him provocatively. Caramel retreated a couple of steps backwards. There was literally a plethora of things that he sucked at, and fighting was one of them. If she felt like it, Rainbow Dash could probably go through him like Applejack went through a plate-full of apple fritters.
In other words, it wouldn't be pretty.

"L-look," whimpered Caramel as he slowly backed away from the fuming Pegasus. "Just hear me out, okay?"

"Hear you out? What's there to hear? You lied to my friend, invaded Canterlot and to top it off, you eat love, you're a monster!"

"Rainbow Dash, calm down," piped Twilight, rushing in between Rainbow and Caramel. "I've told you already, he's not dangerous!"

"Not dangerous?" roared the pegasus as she made to push her way past Twilight. "How could you say that? After what those things did to Canterlot, after what they did to your brother!"

"ENOUGH!" bellowed the mighty Canterlot voice. The ear splitting shout resounded off of the walls and nearly deafened everypony with its audacity. To Caramel's surprise, it was Celestia who was doing all of the yelling. The angelic alicorn marched forwards and addressed Rainbow Dash.

"You are behaving like a foal! I shall not have one of my ponies, an element of harmony no less, acting in such a way!" Her face was wrought with the kind of anger a mother would hold towards a misbehaving child. She lowered her head to Rainbow's level, and her fury melted away into a bitter disappointment. "I had expected better from you, Rainbow Dash."

The Pegasus backed away silently under the concerned gazes of everypony in the room. Caramel could taste the sour tinge of hate emanating from her as she sat herself down at the corner of the room and crossed her forelegs with a huff. Great, Caramel hadn't even made his introductions yet and one of them already hated his guts.

"Now," said Princess Celestia, furrowing her brow at the other elements. "Is there anypony else who wishes to speak out against our visitor?"

Each of the mares shook their heads vigorously, including Spike, who had been woken up by the intense celestial-shouting-out Celestia had given Rainbow Dash. She surveyed the room with a sweep of her champagne-pink eyes before returning to her usual, benevolent self.
"Good!" she chirped with an almost fillyish enthusiasm that was somehow befitting of her. "That shall be useful, seeing as you'll be getting to know him over the following week."

"WHAT!" yelled the mares in unison. Rarity bore and Fluttershy bore expressions of simple shock, whereas Pinkie Pie had plastered a smile on her face that Caramel could only describe as unnaturally wide. Rainbow Dash looked somewhere between angry and disgusted. Caramel himself felt a little shocked. He'd understood that the princess would be taking it easy on him, but a full pardon?

"You're... letting me go?" asked Caramel uncertainly, the beginning of a smile hovering over his lips. "Just like that?"

"Oh, don't think you'll be getting off that easy, my little changeling," she answered, washing away his hopeful grin. A full pardon was a little far-fetched, he supposed. "I have plans in store for you, and you still owe me a full explanation of your actions, who you truly are and what you were doing in Equestria in the first place," she gave him a willing nod. "You may start whenever you're ready."

Caramel wrinkled his nose in distain. "You mean, like, right now? Here? In front of everypony?"

"Mmhm!" hummed Celestia with another nod of her head. "I hold no secrets from my citizens, Caramel. If whatever you have to tell me is good enough for my ears, then it is good enough for theirs." she shifted slightly, her impatience showing through the mask of regal-ness she wore. "Now begin, if you will."

Everypony leaned in as Caramel took a deep breath. This wasn't going to be an easy story to tell, and he doubted it would leave him on 'friendly terms' with any of the mares he was supposedly going to spend the next week with. Still, he'd have to tell them some time or another, and it was probably best to just get this out of the way as soon as possible. He only hoped they would be considerate... he didn't even want to think about what these mares would do to him if he were to get on their bad side.

"Okay," he sighed reluctantly. "Here goes..."


One year ago...

He awoke in a cold sweat, as usual. The horrors of his nightmare seemed distant now, yet still so frighteningly real. His bad dream was already erasing itself from his mind, lingering only in the furthest corners of his brain. With a grunt, he lifted himself out of his sleeping area...

And into mid-air.

The thin strips of membrane on his back fluttered to life in order to keep him afloat. Below him was a drop that seemingly had no bottom, its endless depths lit only by the fluorescent green fungi that sprouted from the black walls. 'Chorochi' was the technical term for the stuff, although he preferred to call it annoying. It was trouble enough getting to sleep with the buzz of a thousand changelings' wings ringing in his ears. Having green, glowing mushrooms dotted along the walls only made it harder.

Currently, he was in the hive's living quarters. The colossal room took the form of a two hundred foot wide cylinder, its surface littered with thousands of small pockets which served as your average changeling's bed. The ceiling, like the floor, seemed to stretch on into infinity. The structure itself was mainly underground, as was the nursing areas, the prison blocks, the barracks, the cafeteria, and much more. Of course, this was only the facilities of section #238. The hive was broken into hundreds, perhaps even thousands of sections, each with their own governing force who answered to Queen Chrysalis herself. Only the palace, the 'jewel of the hive', stood above ground. Anychangeling looking upon it from a distance would never have guested that the actual interior of the hive stretched on for miles underground. The palace, the home of their queen, stood in the middle, with countless underground corridors branching out unseen into the furthest reaches of the Badlands.

He hated it here.

It was dark, decrepit, and the whole place reeked of soaked wood and dust. He hadn't seen the sun for weeks, and probably wouldn't any time soon. Moreover, the entire place was just... cold. Even now he could see his breath fogging in front of him like in an eerie white cloud. Sure, it wasn't all bad, the other changelings were nice enough, albeit a little anti-social, and the love they served in the cafeteria was decent enough, but that didn't change what it was: a dark, dank hole in the ground.

The hive was alive with the flittering and buzzing of wings as other changelings went about their business. Their black forms darted from the sleeping compartments which dotted the walls and disappeared into one of the many wide tunnels which sprouted from this chamber. All the while others were travelling lazily towards their beds. Here at the hive, schedules were permitted to everychangeling and served as their substitute for the day and night cycle. The thing was, the schedules operated on shifts, therefore catching a moment of peace and quiet was nigh on impossible.

He hated it here so damned much...

"You!" barked the domineering voice of what could only be a soldier over the constant fluttering of wings. He rotated himself in the air. A changeling bulkier than most soared towards him. Its gender was difficult to make out from a distance, but as it drew closer, he recognized it as female. Her limbs were wrought with muscle, and spotless silver armour encased her torso, she also wore a pair of engraved bracers and a visor-less helmet designed to show off her beautiful face.
A palace guard.

He knew their type all too well. They were the ones who defended the palace, and were sanctioned to the little luxuries that he and all the others who worked underground were deprived of, like a sky above their heads whilst they worked, or a decent pillow to lay their heads on. They were trained in marching, saluting, military ceremonies, and plenty of other things to make them look like soldiers and wow all the tourists from the other hives.
Of course they didn't have a scratch on the guards stationed around the bowels of the hive, nor were they any match for the Aggressive Task Force or National Defence branches of the military, but that didn't stop them from being any less domineering.
The palace guards had built up a reputation among the hive for being notorious bullies. Every now and then you would find one sauntering around the lower sections, spitting offensive remarks at drones like him who actually worked for a living.

Rolling his eyes, he steeled himself for the insults and slurs to come. The guard brought herself to a stop in front of him, and to his surprise, gave him a crisp salute which he imagined she'd practiced in the mirror every morning.

"You are number 17364, correct?" she barked, looking straight through him. She knew his personnel number, meaning that she must be under orders to retrieve him.
'Great, what have I done wrong now?'

"Uhuh." he replied with a small nod.

"I am to retrieve and escort you to the palace!"

The palace! Oh dear Chrysalis, what did heck did he do to land himself in so much shi-

"It is for the purpose of a meeting, changeling, no more." added the soldier quickly, realising the terror on his face. He sighed in relief and wiped his brow of the nervous sweat he'd been building up.
"Now if you will, follow me. The Queen doesn't like to be kept waiting."

"Sure, just let me- wait, did you say queen?"

She only nodded in response before heading towards one of the gaping tunnels in the walls, beckoning him to follow. He merely floated there, his jaw virtually dropping off of it's hinges.
'Queen? Did she mean like, THE Queen? As in the eternal ruler and leading monarch of the entire country, Queen Chrysalis?'


"Wait wait wait, hold up for a second." interrupted Twilight, cutting off Caramel mid-story and earning herself an angry glare from the other mares, who, Caramel was proud to say, were captivated by his story. "You mentioned this... hive had nursing areas, right?"

He gave an impatient nod, eager to get on with his story.

"So changelings are born in the hive?"

"Yeah..." he answered slowly. Just where was she going with this?

"Were you?"

Caramel tossed his head back in a snort of laughter. He understood what she was getting at, and she couldn't have been more wrong.
"No, Miss Sparkle, I wasn't born in the hive, nor were most of the other guys I worked with." It was the common misconception of ponies to believe that all changelings were born and raised in that bottomless pit in the ground which he had, for a time, called home. They honestly thought that the whole of the changeling species grovelled in the dirt like some backwards, tribal species. He had never heard anything so ridiculous! What sane creature would live in a single, confined space when they had the entirety of the Badlands at their disposal?

"Well then why is this 'hive' of yours underground?" asked Twilight, apprehensive all of a sudden. Carmel cursed himself inwardly. He'd gone and awakened the beast that was Twilight Sparkle’s curiosity. He recalled that Applejack had warned him about this before. Asking Twilight even the simplest of questions was, in her eyes, an invitation to give a lecture that could effectively put Pinkie Pie to sleep. When a mare as thorough as that started asking you questions... well...

Caramel opened his mouth to speak, only to have Twilight beat him to the punch.

"Are you allergic to the sunlight? Is the surface dangerous? Do you have some kind of primal instinct that requires you to-"

'Dear Chrysalis, what have I done?'

"Twilight," hummed Celestia. "You're doing it again." she tried to seem stern, but anypony with a working set of eyes could tell that the princess was desperately holding back a giggle. Her student's eyes widened and her cheeks flared red with a blush.

"Oh!" exclaimed Twilight, bringing a hoof to her mouth. "I'm sorry about that, I'm just... interested is all."

Princess Celestia nodded understandingly. "That's quite alright, Twilight. However, I think it would be adequate to allow Mister Caramel to finish his story before showering him with questions."

Her violet cheeks turned to scarlet as she blushed profusely. "Apologies your highness," she stammered before turning to Caramel. "please continue."

"Thank you, now where was I?"


They squeezed through another tunnel only to enter yet another chamber. Caramel hid a groan of frustration when he realised that it looked pretty much the same as the last seven they had just come through. If not for the signposts which marked every hallway, then a changeling could quite easily get lost around here.

"Keep up the pace, changeling!" barked his escort as she fluttered through yet another hallway. He spared her an evil glare before following her. Royal Guards were simply the worst. Just because they wore armour and had a couple months of training under their belt, they thought they had the right to boss everychangeling around. It was safe to say that they were some of the most stuck up elitists he'd ever had the displeasure of meeting.

"Look sharp," ordered the guard. "We're almost there." Her horn flared with green, and a small, silver pocket mirror appeared in her hoof. She gave her reflection a quick examination before tossing the mirror over her shoulder. He managed to catch it before it collided with his nose.

"And just what am I supposed to do with this?" he asked, eyeing the mirror curiously.

"It's a mirror, drone. What do you think?" answered his escort, who done a poor job of hiding the malice in her voice. "You're about to meet Queen Chrysalis, ruler of our folk. The least you could do is make yourself look a little less... peasant-like."

Did he mention how much he hated the royal guards?

He spared a quick glance at the mirror. His dorsal fin was crooked from where he'd been sleeping on it, and a faint five O'clock shadow hung around his muzzle.
'"Peasant-like"... more like loveably scruffy!' he thought to himself. Still, he doubted the Queen would be very impressed by his unkempt appearance. He straightened out his dorsal fin and rubbed the sleep out of his eyes, although there was nothing he could do about his unshaven face.

"That will have to do," mumbled his escort, eyeing his dishevelled features with contempt. "Now come on. we have a schedule to keep!" She snatched the mirror out of his hooves, and dropped it into the abyss of nothingness that loomed beneath them.

'Pushy jerk...'

The two of them hurried upwards. There was an exit to the chamber above them, a vertical tunnel furnished with torches and extravagant engravings. The dancing flames of the torches lit the hallway with a dim orange light which flickered over the detailed markings which marked the walls. A changeling facing a dragon, a figure descending from the heavens, a monster wreathed in smoke and ash, each engraving wove a different tale.
He stopped to inspect them more closely. One could find engravings such as these littered throughout the hive. Some told of historical events such as the cataclysmic wars of old, whilst others knit stories of legend. As ugly as the hive was, there was no denying that it had some fascinating tales to tell.

The armour clad hoof of his guard clubbed him around the back of his head, leaving a sore bump on his bald scalp. "What part of 'We have a schedule to keep' don't you understand?" she hissed, glaring at him furiously. "Now hurry up! I am not going to get a shouting out on your account."

This tunnel was longer than the others, and definitely better decorated. He caught himself giving the occasional side-glance towards the engravings on the walls. Their detail captivated him, and the stories they told were unlike any other he'd heard. The guard would occasionally catch him in the act, and berate him for dawdling. He ignored her, partly because the engravings were so fascinating, but mostly because the weight of the situation was finally dawning on him.

He was meeting the queen.

The queen.

The thought alone almost made him keel over and puke in excitement. This was actually happening, he was going to meet Chrysalis-damned Queen Chrysalis! What in hell's bells did she want with some two bit drone like him? Had he made some kind of colossal screw up? Did the hive suspect him of being a spy? Could somechangeling have blabbed about him swiping extra portions of love from the cafeteria? *Gasp* was this about him sleeping with a teddy bear? It was... just a family heirloom , that was all, he swore!


"Hold it!" bellowed Rainbow Dash, slamming her hooves to the floor. She glared at him with angry magenta eyes, and her mouth slowly curved into an evil smile. "You sleep with a teddy bear?"

"No, it's a family heirloom, that's all!" corrected Caramel, making sure to put extra emphasis on 'heirloom'. Oh geez, he really let that slip? It was nothing but a reminder, a gift! So he may have kept it rather close for comfort, so what? It was... special to him.

"Does it have a name?" choked Rainbow Dash through a devious cackle.

'Mister Jingles...'

"No, he- I mean it doesn't have a name!" he snapped. "It was a gift from my brother, alright? That's it, a gift!" Caramel was all too aware of the goofy smiles on each of the mares faces. Luna was the first to explode in laughter, and much to Caramel's disdain, everypony else was quick to follow (except for Fluttershy, who Caramel reminded himself to thank later).

"T-thou... thou havest a plushie?" asked Princess Luna between chortles.

"I've told you already, it's an heirloom!" Caramel's words fell on deaf ears, as whatever he said was promptly drowned out by the raunchous laughter that filled the library. A hot blush pinched at his cheeks. Why did he have such a damned affinity for giving his secrets away? First his identity, and now this. A broiling fury, fierce and sudden, sparked within him. Was this the reward he got for telling the truth? A broken set of teeth, a black eye, a broken heart and an all out assault on his dignity?

"You wanna be like that? Fine!" he spat, crossing his forelegs and plopping his backside on the floor. "Not like I wanted to tell you guys my story anyways..." He pouted and turned his head to the side, avoiding the stares of the mares.

"Oh, don't be like that!" exclaimed Twilight, still smirking oafishly.

"Yeah," added Pinkie Pie. "We were just having a laugh, is all." She zipped towards Caramel with unnatural speed, leaving a pink blur in her wake, and snatched him up in a big, torso-crushing bear hug. "You don't have to be all grumpy-pants about it!"

Caramel gave her a quick pat on her back, eager to break away from the hug before Pinkie snapped his spine in two. "D-don't worry, it's totally fine," he rasped. "now let me go... Please?"

Pinkie released Caramel from her grasp. He immediately fell to the floor, greedily sucking air into his crushed lungs and fretting over the fact that a Pinkie Pie had almost crushed his chest cavity like a plastic bottle. Getting hugged to death by a pony with a grip that could challenge a boa-constrictor was not on his 'to do' list.

"Anyway..." he said as he hauled himself from the floor and brushed himself off. "Where was I?"


They reached the end of the tunnel, which was sealed of by a bronze, circular door. The engraving of a changeling's head was plastered across the surface and lined with gold. The engraving's eyes were dotted with sapphires which shimmered in the light, and entire thing was polished to a sheen. This had to be the doorway to the palace, because decoration this magnificent would never be found anywhere else.
The red tongues of flame spouting from the torches danced within the reflection of the engraving's sapphire eyes, filling them with life. He couldn't help but feel as if those eyes were staring at him, discerning his character with intrigue.

The guard flew forward and opened it with a muffled grunt. A fierce, golden light poured through the open doorway. He grunted with distaste as his eyes smarted to the brilliant shine. He had grown so accustomed to the gloomy depths of the hive that the sudden exposure to sunlight had left him in shock.

He stumbled blindly through the doorway, taking care not to trip over his own hooves. They stood in middle of a colossal, circular chamber. The walls were of finely cut red stone, and filled with tall and slender windows. He walked over to one, eager to catch his first glimpse of the outside world in three months.
The sun was already sinking into the mountainous horizon, bathing the landscape in a thick, orange light. The ground was coated in a layer of grass so pale that it was only a couple of shades away from white. Reeds and cacti sprouted from the earth, and a thin, blue river cut across the land from east to west. The griffon nation was to the east, and to the south was the ocean.
For a single, blissful second, life and all of its stressful occurrences faded into obscurity. He forgot about the hive and Queen Chrysalis and lost himself in the moment. It had been so long, too long, since he'd felt the gentle kiss of the sun upon his face. It reminded him of home... A simple store selling simple wares in a simple town, with simple neighbours going about their simple business. There was no hive to worry about, no training drills to undergo and no guards to bark orders at him. Life had been good, life had been simple...

"Follow me, drone, no lollygaggin'!" growled the guard, tugging firmly at his scruff.

Emphasis on had been.

He reluctantly slid away from the window and fell in behind the guard. She led him through the twisting hallways and spiralling staircases, each of which was furnished exquisitely with black suits of armour and lovingly crafted engravings-


"Wait," interrupted Twilight.

"Oh for the love of-" Caramel cut himself off before he said something he might regret. The unicorn's tutor was standing right next to him, and he doubted she would be all too happy with him cussing out her star pupil. "Yes, Twilight?" he said, his voice betraying a slight bitterness.

Twilight either didn't notice or didn't care, because she continued un-phased. "Why does your palace have so many engravings?” she asked, cocking her head to the side. Her eyes sparkled with her trademark lust for knowledge, and Caramel knew that she wouldn't stop until she got it. To her, this was a Q&A first, and a story second.

"Actually, I've been meaning to ask that too." added Rarity, leaning in closer. "It wouldn't happen to be some sort of art style, would it dear?"

"Actually it's more of a tradition," he answered. "Some depict crusades and battles, whilst others present stories and folklore." That wasn't even tapping the surface of it. Engravings played a monumental role in changeling society. They were a commodity in any changeling settlement, and were commonly found etched into doors. Many considered them the mark of the gods, used to ward off sickness and bring good fortune. Some folk went as far as to cut runes into their chitin, particularly soldiers who sought the favour of the gods in battle. Personally, Caramel saw it as nothing more than barbaric self-mutilation.
Caramel mentioned none of this, as to not wake the ravenous beast that was Twilight Sparkle's curiosity.

"That's... fascinating!" exclaimed Twilight as she shuffled towards him like a foal captivated with a fairy tale. Caramel took a few cautious steps back, unsure of what to make of the starry-eyed unicorn.

"Uhh, yeah, I suppose it is... Could I get on with my story now, preferably uninterrupted?"

Twilight suddenly became aware of Caramel's impatient glare, and smiled sheepishly. "Right, sorry."

"Thanks, anyways..."


"Stand fast drone," commanded the guard as they approached the throne room. "And remember your courtesies. The queen does not take well to informalities."
Two changelings stood guard at the entrance armed with menacing spears In their hooves and sheathed daggers across their chests. He struggled not to yelp in disgust as he noticed the extensive amount of religious glyphs that distorted and mangled their faces. To say it looked horrific would have been an understatement. There was no mistaking these two for anything other than guardsmen of the crown.

His escort addressed them both with a curt nod. "Ser Kaathe, Ser Frauk, the queen has bid the presence of this drone." She gave a careless wave in his general direction. The two disfigured guardsmen eyed him apprehensively.

"Are you sure this is the one?" asked the changeling known as Kaathe in a voice no more than a rasp. "I expected something more."

"Certain."

The two guards exchanged looks and shrugged indifferently. "Very well then, we bid you entry." With practiced formality the glyphed changelings slid to the side, fell to their haunches and opened the large regal doors of the throne room. Before he could object, his escort ferried him through the doors, which slammed shut with an echoing thud behind him.

And just like that, he found himself face to face with Queen Chrysalis.

Her slender figure sat poised upon a throne of ebony stone, framed in the orange light of the dusk which poured through the wide windows behind her. The fierce and burning emerald of her half lidded eyes scrutinised him mercilessly, and her lips were frozen in a neutral expression which somehow managed to unnerve him more than a frown ever could. Limp strands of pale blue mane hung from her head and traced down her long and elegant neck, which had been furnished with a necklace which matched the green of her irises.
The queen of the changelings, right there, in front of him...

'Bow you twat!'

Recovering from the shock, he immediately collapsed into a bow so low he head-butted the floor. Ouch. He stammered for a quick 'your highness', however the words died halfway out of his throat, and came out as a sloppy, incomprehensible blurt.

'Aaaaand there goes first impressions.'

Queen Chrysalis either didn't notice his blunder or didn't care, as her fair face remained emotionless, as if set in stone. "Rise drone, and come forth," she beckoned in a musical, alluring voice.

Eager to make up for his earlier clumsiness, he hastily brought himself before her. He didn't dare look Chrysalis in the eye. Heck, he was on the verge of a panic attack as it was! He began to categorise all of the grisly things a changeling as powerful as Chrysalis could do to him. Turn him to stone, burn him into ash, fashion him into a balloon animal...

'For the love of the hive, control yourself!'

"Why are you here, drone?" asked Chrysalis, dismounting her throne and striding a circle around his hunched form, examining him with attentiveness.

"B-because you asked for me, your highness?" he stammered fearfully. Chrysalis gave a slow shake of her head, followed by a short, sharp burst of laughter.

"You misunderstand me. Why are you here, at the hive?"

'Quick! Think of something patriotic to say!'

"To serve the empire, my Queen."

The changeling queen let forth another bout of laughter, clapping her hooves against the floor in a mocking applause. "Patriotism is all well and good, my little changeling, but there's no use in lying to Me." She slid a hoof beneath his chin and effortlessly raised his head, forcing him to look upon her well-chiselled face. "Now, the truth."

"...My mother, your highness."

Chrysalis cocked an eyebrow and flashed him an amused smirk. "Your mother? Why would-" She cut herself off as she noticed the uniqueness of his features. The low brow, the long ears, the deep, sullen eyes... "Ah," she stated with a note of finality, as if it were more of an answer than an exclamation. "You hail from the High Mountains, yes?"
He nodded meekly. The High Mountains, his home, sat countless miles to the west. I was an uneven and grassy land, dotted with rolling hills and monumental mountains. The changelings who chose to live there were hardy folk, if not a bit reclusive. Some called it the land of beauty,

She called it the land of the starving.

"I take it you lived with your family, yes?"
Another nod.
"A family who hadn't enough love to feed their son?"

"..."

She took his silence as a 'yes'.

It was no secret that the changeling empire lacked adequate means of feeding itself, and out of all the lands under Chrysalis' rule, the High Mountains had undoubtedly suffered the most. The reports she'd been receiving on the area's agricultural capacities alone were enough to make her cringe. Entire villages had succumbed to starvation, and it only seemed to be getting worse. Reduced rations, riots borne of panic, mass graves... Her empire faced a grim and possibly fatal predicament.
But they were not without hope.

"Tell me little one," she purred, caressing his cheek with a motherly affection. "Where do your loyalties lie?"

"With you, my highness." he answered unthinkingly. She had to admit, this drone was an exceptionally skilled liar, perhaps one of the best she'd ever seen, but not even the shiftiest of tongues could outsmart one as trained in the art of fibbing as her.

"Another lie, my little changeling." She said with a tut. "Now, out with the truth."

He flinched. Damn, caught out again. Why did the Queen have to be such a good lie detector? He cast his eyes to the floor in shame. Did lying to the Queen count as treason? Hopefully not. "I'... I'd always been taught that family comes first, my Queen."

Chrysalis' smile widened, momentarily flashing the full extent of her predatory fangs. Perfect. "What if I told you there was a land, not too distant from here, brimming with love?" His face remained stoic, but not even a liar as good as he could hide that hungry, animalistic glint that showed in the eye of any changeling upon the mention of love. She had him hooked, and now all she had to do was reel him in. "But there is a problem, my little changeling," she baited him with a pause, relishing in his attentiveness. Drones were so easily manipulated. "The rulers of this land aren't willing to share."


The night roared outside as a flash of lightning sliced through the sky.

"Tis a lie! Thy Queen had bid no audience with us!" bellowed Princess Luna. Caramel resisted the urge to groan in frustration. Couldn't a guy just tell a story without any interruptions?
Celestia attracted her sister's attention with a gruff clearing of her throat, and cast her an aggravated glare. Luna blushed and looked to the side. "Right, inside voice. Sorry."

"I think what my sister was trying to say was that we had received no request from the changelings." added Princess Celestia. "In fact, apart from an anonymous warning, Equestria had never even heard of your species before the Canterlot invasion."

Caramel grimaced at the mention of the invasion. There it was, the elephant in the room, the fact that his kind had staged a hostile takeover of Canterlot no less than five months ago. The other mares in the room wore indifferent faces, but he could feel their sordid anger hanging about like a foul odour in the air as Celestia mentioned the attack.

'You invaded their country, farmed their love and trapped their princess in a cocoon full of goo; they have the right to be angry, don'tcha think?'

'Well do they have to blame me? I wasn't part of the invasion force!'

'No, you were part of something much worse, now get on with your story and stop arguing with yourself you bloody schizophrenic.'

He broke the silence with an awkward laugh. "Well, isn't that something, eh?" Caramel was apprehensive of Celestia's honeyed words. Anypony could lie, and Princess Celestia was no exception, but then again, whoever said it was Celestia who told the lie? Now that he thought about it Chrysalis wasn't exactly the most trustworthy of folk, what with the kidnapping of Princess Cadence and all.

But the queen wouldn't lie to her subjects, would she?

'Rule number one in the changeling handbook Caramel, everypony lies.'

A cold shiver ran down his spine as he quietly pondered his suspicions. It was a scary thought, to say the least. His kind had entrusted Chrysalis with leadership over their entire empire, and she may be willing to lie to them through her teeth. Then again, it was just as likely that Celestia was being untruthful. She said she hadn't heard of the changelings before, but the only concrete evidence of this was her word.

*Ahem* Twilight cleared her throat. Right, he was meant to be going over his story, wasn't he?

"Sorry," he said, pushing his speculative thoughts to the back of his head. He'd think about it later. "Anyways, back to the story."


Not willing to share? His nation were starving in their homes, and they were not willing to share? His life on the High Mountains had offered little food, and what miniscule amounts of sustenance there was had been divided among the other townsfolk. He'd sacrificed half of his meals to feed his little brother, often leaving him with an empty stomach. For days on end he had worked and slaved without even the slightest hint of love, and they were not willing to share?
A foul anger brewed inside of him, primal, savage and fierce. Not willing to share. He ran the sentence through his mind again and again, pouring gasoline into the roaring pit of rage were his heart used to be.

Not

Willing

To share?

Did they even know the meaning of starvation? Did they ever have to bury the starved, deprived corpses of their neighbours? Did they ever have to comfort their father as he sobbed hysterically over his failure to feed his family? Did they know what it felt like to see the slow rising and falling of an infant's chest slowly come to a stop as hunger took them? Did they know how it felt to suffer?

Queen Chrysalis could feel the heat of the drone's anger welling from inside of him. Good. The only thing better than a servant was a willing servant, and she had no doubt that this little changeling would be more than ready to take on the task she had in mind for him.

"So, my little changeling," she mewled, smiling at him approvingly. "How would you like to help?"

"Help, your majesty?" his voice wavered with fury. Wonderful. So much hate for Ponykind, and he hadn't even met them yet. Drones had always been gullible, that was why she adored them so much. A doer was infinitely more useful than a thinker, after all.
"I don't think I'd be much help with anything, ma'am." he said, lowering his head in a sudden wave of shame. As much as he hated to admit it, there really wasn't much that he was particularly talented at, and the few skills he did possess would hardly be much use in any international affairs, unless the situation was calling for somechangeling with a talent for reciting songs or origami (hey, he needed something to do in his free time, and The Badlands weren't exactly bristling with hobby opportunities).

"You underestimate yourself, drone." she stated with a knowing smirk. "You may be far more talented than you originally thought."

He hadn't a clue what she was talking about.

"There's one little nuisance I need to keep under observation... well, six to be exact." she paused to take in the hopelessly confused expression plastered across his face. This would take some explaining. "This greedy little country has some very powerful weapons, which I want you to report to me on."

Chrysalis could smell his emotions spilling through the air, shock, fear, anger, confusion, but most importantly, determination. She had known this drone would serve her well the moment she laid eyes on him, he simply radiated with obedience. He was perfect for the job.

"I'll bore you with the details later," she continued. "But, long story short, I need a spy, and according to your results in the aptitude tests, you're exactly the kind of changeling that I need."

Ah yes, the aptitude tests. Every changeling who came to the hive looking for work would be forced to partake in them. They were a simple yet strenuous set of exercises which tested ones physical strength, magical capabilities and skills in the use of disguises. The results would remain undisclosed in order to retain the lack of individuality that the populace of the hive's lower sections had. Individuality led to arguments, and arguments led to unproductivity.

Wait, did she just ask him to be a spy?

"I-I... Y-y-your highness! This can't be- I mean I'm not the kind of..." the words flowed from him in a stuttering mess. He was dreaming, right? Things like this simply didn't happen in reality. Yes, he was dreaming, that was it. Any minute now he'd wake up in his sleeping compartment with Mr Jingles wrapped firmly in his forelegs. This was a dream, just a silly little dream...

Only he wasn't waking up.

"But your majesty, surely there are others better suited for this!" he exclaimed as the shock of the situation began to take hold of him. She wanted him to be a spy. A spy! Not to sound treasonous, but was she out of her bloody mind?

The queen dismissed his qualms with a chuff. The drone had no idea how good his scores in shape shifting were. True, she had other minions who were well trained in the art of stealth and disguises, but they were soldiers. This was a job for a working changeling, not some lead-headed warmonger. She needed somechangeling normal, somechangeling average, somechangeling who wouldn't have the slightest difficulty in blending in with Equestrian society.

She needed him.

Of course, she'd expected him to be somewhat reluctant, hence why she was so ecstatic about his origins. The changelings of the High Mountains were starving, and if this little one had any soul, he'd be willing to do this, if not for her, then for them.

"Think about it, drone. You'll be discovering new places, aiding your country in its time of need and ensuring the survival of our very species!" said Chrysalis with great flamboyance. "Surely it is better than spending the next few years cooped up in the bowels of the hive!" She bent in closer, bringing herself down to eye level with the changeling. "Do this, and help me bring an end to this cursed famine."

'An end to the famine?'

Wait, was he actually considering this? This was lunacy! He wasn't a spy, he was a worker! Heck, the closest thing he had to experience in espionage was feigning sickness to get a couple of days off of work! Did Queen Chrysalis really expect him, of all changelings, to infiltrate another country?

Chrysalis picked up on his uncertainty, and stomped it out in a heartbeat. "You'll be trained in the art of stealth by some of the finest teachers I have to offer. By the end of the year you'll practically be an expert in infiltration, disguises, and all of the other oily methods of deception."
It may have been a nuisance, but the drone's lack of training was indeed a problem. No matter, he had the raw materials of a master spy, and she would see to it that he embraced the profession.

'Oh come on already! Queen Chrysalis is offering you the chance of a lifetime, you'd be a fool not to accept this!'

No. That was it. He'd had it with this lunacy. He would just tell Chrysalis to find a more capable changeling and be off.

'You heard what she said, you could help stop the famine, purge The Badlands of hunger! We'd be hailed as heroes, man!'

A changeling such as himself simply wasn't cut out for this line of work. He'd probably be better off-

'Lying around the dark bowels of the hive for another three or four years? In the name of the gods, just take the offer already! There's nothing for you here but a cold bed and gloominess. Come on, everychangeling has dreamt about being a spy at least once in their life, don't you at least want to give this a try?'

It was too dangerous. Yes, that was it, too dangerous! A backwards idiot like him would achieve nothing apart from getting himself captured, and then what? Torture? Death? Torture and then death? Torture and then death and then torture again? An oaf like him would probably waltz right in to the enemy's clutches!

'You could save your home... your family...'

... Bugger.

"Your highness," he announced, sweeping into a low bow. "I'd be honoured to serve as your spy."


He was getting glares.

A lot of glares.

"You're a spy?" said Rainbow Dash, spitting out the word 'spy' as if it were something vile. Her ears flattened against her skull and her frown deepened into a baneful glower. Rarity didn't look much better, whilst Twilight and Fluttershy looked more shocked than anything. Celestia wore her impenetrable poker face, whilst Luna frowned with a mild distaste. As for Pinkie Pie...

"You're a spy? Oh my gosh that is so. Totally. Awesome! Do you have any cool gadgets? How about a laser watch? A pen bomb? Oh oh oh! How about a laser pen bomb watch? Do you know Doughnut Joe? Can I see your license to kill? How do you prefer your milkshakes, shaken or stirred? What's your secret codename? Is it Double-O? Bourne? Smiley? Tinker? Tailor? Soldier? Have you ever-"

"That's quite enough, Pinkie Pie." interrupted Celestia. Caramel felt a queer quiver run along his spine as Celestia addressed him with a stern look. "I trust that what you have told us is the truth, yes?"

He nodded slowly. Espionage wasn't a crime to be taken lightly, and he doubted he'd be getting off easy. The Royal Canterlot Gardens always had enough room for another statue, after all...
'Hey, don't even think like that! This is Celestia we're talking about, y'know? The great, merciful goddess of the sun! She wouldn't turn little old me to stone just because of a little bit of intelligence gathering, would she?'

Her stoic glare told otherwise.

"Changeling, your actions against this country, the crown and my ponies cannot and will not go unpunished." her voice was cold and void of emotion. Caramel swore that he could feel his gut freeze over as the words sank in. Celestia's tone was that of an executioner, and he had painfully clear idea on who was going to be her victim.
Celestia continued, unfazed by the changeling's gradually sinking expression. "Your crimes are severe, and the punishment for such crimes can only be one thing..."

'Oh no... she's actually going to do it. Dear Chrysalis, I'm going to spend the rest of eternity as a garden ornament!'

"In the name of the crown, I hereby sentence you to," a sly grin flashed across her face. "House arrest!"

'For the love of all that's holy, I'm too pretty to be a statue! I-I can't handle spending the rest of time in a garden, I have hay fever for pity's sake-
'Wait... did she just say...'

"You shall be confined to your property indefinitely and placed under the constant observation. Should the necessity to leave your home arise, then you are to be accompanied by a pony of my choosing." She leaned in closer. "Leaving your house unaccompanied, attempting to escape or even thinking about causing harm to my little ponies shall lead to severe punishment, understood?"

Caramel shivered at the sincerity of her threats. 'Severe Punishment' likely meant a one-way ticket to the Canterlot garden in the form of statue, which he desperately wished to avoid. "Oh you're understood, your majesty," he answered with a gulp. "You are so understood."

"Good," she replied with a small smile. "now if you wouldn't mind, I'd like a word with the elements. Luna, would you be so kind as to escort our friend back to his home?"

"Aye, sister," said Luna as she folded a graceful wing around Caramel's barrel. "Come changeling, allow our sister some privacy with her subjects."

Caramel followed without objection, eager to get as far away from Celestia as possible, lest she change her mind and decide to throw him into a decrepit prison cell. He gave a hasty farewell to the other mares in the room before allowing Luna to lead him out of the library.

"Princess Celestia... did you just let a changeling spy get off scot-free?" asked Rainbow Dash, still staring at the spot where Caramel had been standing no less than a second ago.

Celestia allowed herself a small chuckle. "Do not fret, my little ponies, for I have a plan."

"And just what would that plan be?" inquired Twilight as she trotted up to her mentor's side.

A sly smile stretched across Celestia's face. "My little ponies, I have a task for you."

Author's Note:

Ta-da! Behold the mega chapter!
Anyways, this is my official end of the prologue, all chapters here on out shall focus on the dating advice of the mane six and a few other noticeable faces.

Sorry this took so long, life decided to drag me kicking and screaming from my computer. Expect more updates... whenever. I don't do so well with schedules. Still, I'll try and quicken up the pace and have the new chapter out ASAP.

Please leave a comment and constructive criticism.