Fluttershy The Kindest Changeling Queen

by Changeing Winter

First published

Fluttershy is a shy yellow coloured pegasus pony from cloudsdale who loves animals right? What if there was more to this friend then meets the eye? What if she was one of the rare changeling queens?

We all know Fluttershy, a yellow Pegasus pony hailing from Cloudsdale, shy as a fly friend to all animals and practically kindness incarnate. However, the world can be deceiving, what if Fluttershy was not pony but a rare creature called a changeling queen? What would this mean for Equestria and Fluttershy's friends and who else will be drawn in to the fray in this story of the lost and the forgotten?

cover art by "The-Clockwork-Crow" on deviantart
http://the-clockwork-crow.deviantart.com/art/Changeling-Egg-447190688

Prologue: of Clouds and Ponies

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Darkness...

That one word best described the surroundings of a small, feeble unborn changeling.

All encompassing darkness...

Then, there was light.

A golden, holy glow pierced the grimy transparent walls that surrounded the changeling, That beautiful, clean light was the first thing the little changeling inside the egg had seen of the outside world. For the first time, it felt something. It felt… no, it desired to move, to act. It needed to get closer to that heavenly glow, and it needed to do so right now.

A wet slamming sound reverberated around the darkness as the changeling smashed its small hooves into the thick, unyielding walls that separated it from the outside world. Again and again it's fragile and weak hooves crashed into the wall. It was a long and hard battle, but the changeling wasn’t giving up. After what seemed like an hour of wailing away, the egg gave in.

As the egg split open, a gooey liquid spilled out, followed by a small changeling tumbling head over hooves as it rolled out onto a soft fluffy material. Then, it finally took its first breath. The light that drew the changeling from the egg was still there, but it seemed to have lost its glamour when compared with the many new sights that surrounded it. The fluffy thing the changeling landed on was soft and cuddly, it could feel a word beginning to form in the back of its mind, a word that perfectly described the soft cuddly surface beneath it, but what was that word...

"Cloud."

That voice was not the voice of the changeling, but something inside itself. This was a voice that was heard not by its ears but by its mind. It was a soothing voice that seemed friendly and helpful. To the changeling the voice sounded natural, so it took the advice and moved on. Next, the changeling's eyes followed the light until it saw a yellow ball hanging in the sky.

"Sun."

'So that's where the light came from,' thought the changeling.

That voice was like having a friend in the back of your mind that could tell you everything you would ever need to know; all the changeling had to do was think of something and the voice would name it instantly. Once again, this was strangely natural to the changeling, so it continued to observe its surroundings until it finally decided to start walking steadily forward until the voice rang out again.

"Location, Equestria, Cloudsdale." This time the voice sounded much more urgent.

Whilst the changeling was about to mentally ask what Equestria was, two brightly coloured winged creatures much like the changeling came soaring through the sky, chasing some kind of ball.

"Pegasus ponies." The voice identified.

'Well that was probably good to know,' thought the changeling.

Upon closer inspection, the changeling could see that one of the Pegasus ponies had yellow fur and a silver mane, while the other one had a white coat combined with a pink mane.

The two ponies didn't stay long. they took to the skies flying off while talking about some kind of race.

"Change." The voice sounded more like a command this time.

by instinct, the changeling surrounded itself with a green fire. It took the yellow fur from one of the ponies, the pink hair from the other, and the wings from both, creating a yellow Pegasus with pink hair.

"Create name," the voice commanded.

At first the changeling thought to look for different ways to describe flight. Flutter was one of the choices presented by the voice and seemed to be a nice option to the changeling's still developing mind. Next, the voice demanded a second word, one that would describe that changeling as timid and secretive. Shy seemed like a perfect fit.

"I'm Fluttershy," the small Pegasus-changeling squeaked in a way that was barely audible, feeling proud of itself. Fluttershy smiled and trotted along the fluffy clouds towards a group of nearby pegasuses, hoping to learn more about the world around her. Maybe she would even find some food.

Chapter 1 Emotional Starvation

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The day before the 1000th Summer Sun Celebration.

Fluttershy trotted swiftly towards Sweet Apple Acres the dirt roads of Ponyville were soft yet firm beneath her hooves the songbirds were singing their songs beautifully above her head and the vast sky stretched out endlessly on the horizon before her. From most ponies perspective a very good day but there was more than one reason for Fluttershy to visit the home of one of her friends.

"Look out below!" screamed a rainbow blur, giving Fluttershy just enough time to dive for the nearest bush before Rainbow Dash collided with the ground. "Urggggg is it Thursday already?" she mumbled in her barely conscious state, before realising that it was in fact not a Thursday and then passing out.

"Rainbow Dash are you ok?" timidly asked Fluttershy before going over to check on her dare devil and by far best friend. They had bonded when they were children and Rainbow Dash had helped Fluttershy make it through flight camp, keeping all the nasty bullies away. Rainbow Dash had always been a fast flyer and her recklessness meant that she crashed a lot, but she was always resilient and never out for more than a few seconds.

"Urg" Rainbow Dash grumbled before getting up shaking her head and yelling at the top of her lungs "Equestria, I am ok!" Then Rainbow Dash noticed Fluttershy behind the bush, "Oops sorry Fluttershy didn't mean to scare you." While this made Fluttershy feel sorry for making her friend worry, Rainbow Dash's presence alone was invigorating her with their friendship, before she sent it away to others who needed it more than her.

"It's ok, Rainbow. I know you would never do so on purpose." whispered Fluttershy in her gentle voice. "I was just on my way to visit Applejack. She's having a big family reunion and they're even staying overnight for the Summer Sun Celebration tomorrow... Oh, I hope they like me!" Most of the time Fluttershy's timid yet kind nature made ponies like her almost instantly, but didn't make her any less nervous meeting them.

"Yeah, Applejack has a huge family!" said Rainbow Dash, as she soared into the sky doing loops and dives. "But I've got practice to get to, they're holding the best young flyers competition in a month and the Wonderbolts are going to be there, if I don't practice I may not be able to show off my spectacular super duper awesome high flying skills!"

"But, don't you need to clear the clouds before the celebration?" Mumbled Fluttershy.

"Hah don't worry, I could whack those clouds in ten seconds flat" Rainbow Dash bragged, feeding her own ego. "Well, see you later Fluttershy."

"Have a nice day, Rainbow Dash" Fluttershy replied sweetly, receiving another dose of friendship that filled her with warmth before it dissipated.

Sweet Apple Acres

one short walk later...

"Howdy Fluttershy, didn't think you could make it" Applejack smiled and pulled up her cowboy hat.
"Oh Applejack I'd never pass up a chance to meet my friends' family in person" Fluttershy replied with a smile. Applejack was clearly in a good mood, as her happiness filled Fluttershy's heart before quickly dispersing it to help others who needed it more than her.

"Ha, well then you're just in time" Applejack replied, with a whistle she picking up a metal spoon and before Fluttershy could ask what it was for, Applejack clanged it against a large cauldron yelling "Soup's on, everypony!" There was a sudden silence, followed by a stomping sound that could only be created by the hooves of many ponies running very fast, which explained the sudden appearance of at least fifty Apple family members and a table covered in every sort of apple related delicacy imaginable.

"Fluttershy, this here's ma family" said Applejack as proud as the sun is high, "Family, this here is Fluttershy."
"Urm, hi everypony it's good to meet you" whispered Fluttershy, scared by the arrival of so many new faces.
"Howdy"
"Hey there"
"Nice to meet you"
"What's up?"
"Hello"
"Hi"
"Are you ok?"
"Pleasure to make you acquaintance"
"I like apples!"
"Howdy"
"Everypony stop, you're scaring her!" Applejack cried pointing a hoof at Fluttershy's quivering form. Everypony stopped.

"Let's get you something to eat Fluttershy, then i'll introduce you to the family as individuals" Applejack said whilst guiding Fluttershy to the table.

"Oh erm ok I'll be fine honest," Fluttershy whispered. In truth while she was very scared by the rush of new ponies, what truly made her cower was the rush of emotion, she could tell she was going to like Applejacks family, she just had to hope they continued to like her.

The rest of the afternoon went well, the food didn't help feed Fluttershy but she didn't tell anypony and it still tasted good, but all her problems melted away when she started meeting Applejacks family. Most of them where very kind and outgoing, so Fluttershy could meet kindness with kindness. There was the occasional shy person, a stand out was Babs Seed who appeared to be very upset about something and spent most of her time hiding away in the barn or orchard, but Fluttershy didn't want to ask about it just in case it was personal.

"Goodbye Fluttershy, thanks for coming" Applejack said whilst waving to Fluttershy as she walked home to her cottage.

A long walk later...

As Fluttershy approached her beloved home, she felt happy and for the first time in a long time, almost full. As she walked up the cottage path she was fed with the gratitude of the animals she cared for and as she opened the door the cottage that was her home also opened up to her.

But there was something in here that was worth far far more to her than anything else in the entire world, Fluttershy approached her nice carpet and pulled it away to reveal the cottage's oak floor... the cottages hollow oak floor. With a few quick knocks the floor gave way to a trap door, that when opened revealed a dark stone passageway. Which Fluttershy entered without delay.

The walls were thick and damp made of the stone of the earth, the tunnel was dark and dreary and seemed to descend down for what felt like forever. However it was only a few minutes before the tunnel expanded into a large underground room, a room that was filled with over one hundred serpent-like blue eyes. Each pair of eyes belonged to a creature as black as night, with holes in their legs, insect like wings on their backs and a gnarled horn atop each of their heads.

All these creatures stared at Fluttershy, a stare that would frighten the life out of any normal pony, but Fluttershy stared back and with the sweetest of smiles and the calmest of voices she said.

"Good evening children, sorry I'm late."

"Good evening mother, we are happy to have you back."

Chapter 2 The Arrival

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One day before the Summer Sun Celebration.

Equestria, Fluttershy's changeling hive.

Green fire began to surround Fluttershy before soring above her head and concealing her form. Under this magic fire Fluttershy's body began changing, growing larger till she stood only a little shorter than princess Celestia, then her yellow fur gave way to black chitin, holes formed in her legs. Her feathered wings gave way to thin insect wings, a gnarled horn came forth from her head. Fluttershy's pink mane turned a light yellow and her normal blue eyes turned green and serpent like.

As the green fire gave way Fluttershy revealed her true form, a changeling queen mother of a changeling hive.
Standing tall and regal Fluttershy prepared to perform her duties as queen the first which was- *BAM* getting tackled by her beloved children, a queens first duty is always to her subject's.

"Mommy!" the happy cries of over one hundred changelings echoed through the twisting cave alerting all of its inhabitants to the queens arrival.

"I'm happy to see you too children" Fluttershy replied a tear escaping her eye. This is what she did it for, the emotion stealing, the hiding, the trickery, all so she could come home at the end of the day to see the happy grateful smiles of all of her children.

Fluttershy wished this moment could last forever but she had other duties to attend to. Fluttershy disentangled herself from her children and called softly,
"Primrose please stand forth." A single changeling stood to attention
"Ready and waiting my queen."
"Excellent Primrose," replied Fluttershy "Just a routine hive check-up today, first lets see what we have too eat ."

Fluttershy's hive, emotion storage.

"My queen," Primrose called "Currently our emotion storage is full and everyling has either been fed or is feeding, the entire hive is singing your praises for such a great emotion harvest, with this much energy we should be able to last for... about a month."

Fluttershy smiled "We're doing even better than anticipated but," her ears drooped "We'll still run out of food eventually."
Fluttershy was always worried about gaining emotion, any emotion given to her freely was ok but it needed to be positive emotions. So if pony's stopped liking her she would have to feed of emotion by force but that hurt the pony being drained and there was no way Fluttershy was going to hurt innocent.

"My queen," sighed Primrose "I know your worried but things are going fine and if anything goes wrong we'll all be here for you mother, you don't have to go through your troubles alone."
"Thank you Primrose, lets be here for each other then," Fluttershy replied happy to have such lovely children.

As the two left the chamber one of the glowing blackish green crystals that adorned the walls was slowly being drained by a hungry changeling, these special crystals, or emotion stones are used to store emotion. They are created by using changeling magic on normal gemstones and the more they glow the more emotion they are holding. Over the years these gems have become integral to the survival of changeling hives.

Fluttershy's hive, hatchery.

Most Changeling hives have hatcheries that contain multiple large spawning pools, and most changeling hives have spawning pools full of changeling larvae waiting to come forth as changeling nymph's and serve the hive. However Fluttershy's hive was not most changeling hives, the hatchery had only one small spawning pool and only three or four larvae.

"I wish emotions were easier to get," Fluttershy sighed, spawning pools replicated changeling larvae D.N.A using emotional energy.
"I know my queen" Primrose responded empathetically "But it is not, at least, not in the way we get it..." Primrose cringed "because of that we must keep our numbers thin, as you said yourself my queen in the story of the grea-

"Look over there!" Fluttershy whispered pointing her hoof at a larvae that had just dipped beneath the spawning pool, beneath the water the creature began shifting its form growing out four legs, slim wings and a gnarled horn. In just a few seconds a small changing nymph emerged from the pool, looked up at Fluttershy and said in a small shaky voice "Ma-mama?" Fluttershy smiled bent down and hugged her new child.

Primrose smiled 'I love my job," she thought "Your majesty," Primrose said trying to get Fluttershy's attention "I just got a hive mind message from our intelligence officer, he said he needs to talk with you in person on important matters, its probably not much though he always over exaggerates everything-"

"My queen!" yelled a changeling as he burst through the stone hatchery doors "I have uncovered important information that threatens the very survival of our entire species!" Primrose rolled her eyes a little, over a year with this ling and you got use to his panic stricken over exaggerated entrance's.

"What is it Silent Wing?" Fluttershy asked a little more seriously than Primrose would have, while she also knew of Silent's tendency to over exaggerate she also knew he was their eyes and ears on the outside world so the message might still be important.

"Oh great mother of the hive" Silent Wing Began "I Have discovered which pony will be organizing the Summer Sun Celebration!"

"Who?" Fluttershy said urgently, this was important news, the pony organizing the event would not only have to be very smart but also visit everypony in Ponyville, what if this smart pony was also good at magic? what if the pony some how knew about changelings! what if they swept the town with some kind of anti-changeling spell and found the hive? what if they brought princess celestia here? what would she do? Oh mercy on the hive!

"Mother I can sense your freaking out spilling over the hive mind" Primrose spoke calmingly "Its probably just some boring noble too caught up in there own world to even care about the celebration."

"Thank you Primrose" Fluttershy responded, it probably nothing, just worrying a little too much about the hives safety, it was all going to be fine.

"The pony organizing the event is!" Silent began "is, is..." suddenly Silent went very quite, like the realization of who he was about announce dawned on him, "is... Twilight Sparkle...."


Silence


"What!" yelled a cacophony of voices all full of panic and alarm, even Primrose had gone from serein calm to full blown panic.
pandemonium kicked in as messages where broadcast throughout the hive mind
"Twilight sparkle's coming!"
"Celestia's personal prodigy and a powerful mage? we're doomed!"
"Everyling run for your lives!"
"Abandon hive!"
"Changelings and changelings first!"


As the news spread like wildfire every changeling young and old began to panic.

When everything come's to chaos and order falls apart, when fear kicks in and anarchy takes hold. Somepony or someling must stand up for those they care for, to rebuild the castle's of order and destroy the armies of chaos, to break the grasp of anarchy and arouse the panic stricken crowds. You never know who will truly stand forth to lead light through darkness. Sometime they only show them selves when all others have failed or fled, after all what better time for a star to be able to shine than when all the other stars have gone out.

"Everyling, get yourselves together and listen to me!"

Besides who better to hold a swarm together than its queen.

The cave and hive mind fell silent immediately, A single resounding message could be heard through both.
"Yes my queen," a hundred voices responded at once.

"If we believe we have lost then we already have, if we want to make it through this we must keep our heads." Fluttershy had gone from her normal timid self to a calm collected monarch, this always seemed to happen whenever the ponies or changelings around her failed, she suddenly stood up and took control, this was one of those times.

"No changeling is to leave the hive unless I say so, also all food is on ration until we are safe. Finally no more larvae are to be produced until I say so, am I understood?"

"Yes my queen" the voice's of changelings responded in unison again, untied under one mother.

"Now lets plan our course of action for how to deal with Twilight Sparkle, and no we can not capture her. Primrose, Silent wing, Thunder hooves, Flora, Meet me in the emergency meeting room in ten minutes sharp, we can plan our way through this. We always have and we always will"

chapter 3 Night Time Eternal

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Day of the 1000th Summer Sun Celebration.

Outside Fluttershy's cottage.

After Fluttershy had gained control of the situation and calmed down the hive, a plan was quickly formulated for how to deal with the oncoming threat. Capturing Twilight Sparkle was out of the question, she was far too powerful and even if they did subdue her, the absence of Celestia's prize pupil would definitely cause ponies to investigate.

With aggressive action off the table, the idea was proposed to do what changelings do best, deceive. As the group ran through the plan, it appeared to be sound. Fluttershy could continue helping the celebration along, doing her part and just acting like her normal shy self, there would be no reason for Twilight Sparkle to suspect anything. Silent and Flora both agreed to the plan immediately, Silent was always a fan of deception and Flora didn't want any one to be hurt.

Primrose was at first in disagreement, due to the risk to Fluttershy if the plan failed, but Fluttershy convinced her that it was for the hive and necessary if they wanted to evade the wrath of frightened ponies. That left Thunder Hooves, he was by far the most aggressive changeling in the hive, if anyling was going to be a military leader it would be him. He didn't agree with the plan but he was out voted four to one.

After the plan was finalized, all that had to be done was put it into action. 'How hard can it be to be yourself?' Fluttershy thought. She would do any thing for her hive, that's why she agreed to the plan in the first place. If the plan failed Fluttershy would be vulnerable to one of the most powerful unicorn mages ever known.

Which may explain why she felt absolutely terrified. Waiting out in the open, with no defence, teaching birds to sing.
The mayor had recognised her talent as an animal caretaker (it is Fluttershy's cutie mark) and asked her to organise the music, Fluttershy couldn't decline, both out of kindness and for the sake of her disguise. She just had to hope that when Twilight came, she would just see a nice shy pony who loves animals, no suspicion what so ev-

"TWEET TWEET TWEET" one of the birds sang, terribly off key.

"Oh my, stop please everyone" Fluttershy said quietly, trying not to frighten the birds. "Excuse me sir, I mean no offence, but your rhythm is just a teeny tiny bit off" Fluttershy whispered as gently as she could "Now follow me please, a one, a two, a one two three-"

"Hello!" somepony called.

"Aaahhh!" Fluttershy screamed, she turned around quickly to see who scared her and saw Twilight Sparkle, the potential doom of her hive standing right before her. Fluttershy's world began spinning, on the outside she looked fine, but on the inside she was terrified, panic stricken and confused, she could see Twilight's mouth moving, but in her panic couldn't make out the words. Fluttershy landed, trying to steady her thoughts.

"I'm Twilight Sparkle." Hearing the name of her hives greatest threat, pulled Fluttershy back to reality. "What's your name?" Twilight Sparkle asked.

"Um I'm Fluttershy." Fluttershy responded timidly.

"I'm sorry what was that?" Twilight asked again.

"Um, my name is Fluttershy." Fluttershy replied again more quietly than last time.

"Didn't quite catch that" Twilight said sounding a little more agitated.

"I'm Fluttershy," Fluttershy squeaked. Twilight still couldn't hear her, there was a very short silence.

"Well um, it looks like your birds are back" Twilight began, Fluttershy hadn't noticed they'd gone, probably scared away. "So I guess everything's in order, keep up the good work." Twilight began walking away, Fluttershy tried to say something else, but it came out as another squeak, she was just happy her hive was no longer in danger.

"Are you ok mother, your panic was spilling over the hive mind again, did you talk with Twilight?" The message was from Primrose. Fluttershy was about to respond, but then she remembered she was supposed to have a normal conversation with Twilight Sparkle, to not arouse suspicion. What if she came back and investigated her house because of her actions? What if she found the hive?!

Fluttershy quickly began thinking of what to do, she needed a way to appear normal to Twilight, despite her nerves, something, anything. That was when a small baby dragon came out of a bush and began talking to Twilight.

"A baby dragon!" Fluttershy yelled, this was her lucky break. She may have also then knocked Twilight over in her excitement, without even noticing. 'Ok' Fluttershy thought, 'I need to get on Twilights good side.' "Oh I've never seen a baby dragon before, he's so cute!" Fluttershy as a changeling queen had studied dragons in case they where a threat to her hive, so she knew a lot more than the average pony did, also the average pony knew nearly nothing about dragons, she could use that to her advantage, faking a lack of knowledge.

"Well well well" the dragon responded. "Oh my, he talks, I didn't know dragons can talk, that's just so incredibly wonderful, I, I just don't even know what to say" Fluttershy pretended to be surprised by this fact. Suddenly Twilight Sparkle picked the dragon up in her magic and said "Well in that case we better be going." Fluttershy wasn't going to let this chance slip away that easily, "Oh wait, wait, what's his name?"

"I'm Spike" the dragon replied back. "Hi Spike" Fluttershy continued, "I'm Fluttershy, wow a talking dragon! and what do dragons talk about?" "Well what do you want to know?" Spike asked. "Absolutely everything" Fluttershy said enthusiastically, she was so caught up in her own conversation she didn't even hear the groan escape from Twilights mouth.

Fluttershy tagged along, listening to Spike recount his entire life story, although she was here to stop herself from looking suspicious. She still found it very interesting. She also sent a message back to the hive, saying that everything will be fine and that all her children should be able to sleep soundly tonight. As she approached Twilights temporary house, a library built into a tree. Fluttershy stopped to check the local emotions and Twilight was not happy.

This was very very bad and Fluttershy probably would have gone into another panic cycle, if she didn't also sense lots of ponies inside the library, including one extraordinarily happy and energetic pony, that could only be Pinkie Pie.
Pinkie Pie was throwing a surprise party. This was her chance, her last chance to be friendly towards Twilight, for the sake of her hive and her children.

"And that's the story of my whole entire life up until today. Do you want to hear about today?" Spike asked
"Oh yes please" Fluttershy responded, though this time more so she didn't sound suspicious. Luckily for her, Twilight cut the conversation short and made an excuse that Spike needed sleep. It wasn't a very good excuse, but Fluttershy had to go along with it and even say she would help put Spike to bed, but Twilight quickly grabbed Spike, said goodnight and slammed the door.

It was only a few seconds later when Fluttershy heard the word "Surprise!" signaling that the party had started. Sure enough, there where streamer's and balloons everywhere, somepony was even nice enough to open the door for her.
It wasn't long before she heard Pinkie talking to Twilight energetically about making friends, she ran over to try and talk to Twilight, only to see her turn and bolt upstairs. Apparently she accidently poured some chili sauce into her drink, burning her mouth.

Fluttershy spent most of the party just walking around, thinking how to get out of this bind. Only then, looking back on the day did she realise that in the heat of the moment she had forgotten to check Twilight's emotion, and when she had Twilight was only annoyed with Fluttershy, no suspicion. We all make mistakes when we panic, and hindsight is always 20/20, though Fluttershy was still very embarrassed with herself.

To pass the time, Fluttershy began to think about her children. Even though she wasn't their mother in a traditional sense, they still cared for each other and unlike most queens, who just use it as a title, to Fluttershy it meant something special. When changeling larvae DNA is replicated, you would normally get an exact copy of the original in every way, at least with normal magical energy, when emotional energy is used you tend to get variations in changeling personality.

Most changelings learn how to act from the instructions of their queen and those add to their morals and personality, but it never overrides the original personality, it just builds on it. That's why, whilst a lot of changelings in Flutteshy's hive are shy, yet kind in nature, you get variants like Thunder Hooves, who is very aggressive and like Silent Wing, the drama king. Yet even if Fluttershy could get rid of the changeling personalities and make them all like her, she never would.

As the night started drawing close, Fluttershy decided to leave the party early, so she could collect her birds in time for the Summer Sun Celebration. As Fluttershy left the library, she thought about how worked up she had gotten over nothing, this night would be like every other normal night. Fluttershy had no idea how wrong she was.

Five minutes before midnight, on the day of the 1000th Summer Sun Celebration

Ponyville town hall

"Tweet, tweet tweet tweet tw-tweet tw-tweet." Fluttershy's birds where singing perfectly, all the ponies of Ponyville were there and the celebration was well underway. At the end of the day though, Fluttershy was just happy nothing had actually gone wrong. As Mayor Mare stepped up for her speech, it truly seemed that everything was going to be ok.

With everything calming down Fluttershy had allowed some of her children, five to be precise, to go out and take pony forms and blend into the celebration. These where her emotion gathers, who helped her keep the hive stable. While Fluttershy would of loved to keep them locked up in the hive what with everything that had happened recently, the hive could really use the additional energy, plus the gatherers themselves were fine with it because it would help the hive.

As midnight closed in and the Mayor's speech began to reach its climax, Fluttershy could feel an odd presence, somepony full of rage, anger, and jealousy, to the point where these emotions had cloaked this ponies true colours.
Whilst this was definitely rare, it was unfortunately quickly forgotten when Fluttershy heard her cue.

"Ready?" she asked her little birds, they all nodded "Tweet tw-tw-tweet tweet tweet!" the birds where accompanied by trumpets, as the large curtains opened up to reveal!

Nothing.

Fluttershy was shocked, Princess Celestia bringer of day, protector of harmony, ruler of Equestria, was gone. At first Fluttershy couldn't believe it, but this fact was only confirmed when her friend Rarity took a look around behind the curtain and came back announcing;

"She's gone!" To make matters worse the odd presence was getting stronger and stronger, whoever this pony was they were getting very close.

"Aahhhh!" Pinkie Pie screamed, as a thick layer of darkness began covering the area where the Princess was supposed to be, but this darkness wasn't just darkness, it was alive, it was the cause of the strong negative emotions. The darkness began forming together, twisting its form, until it became that of a pony as tall as Celestia and like her had both wings and a horn. When Fluttershy saw this creature her heart dropped like a stone, as her head played one single message over and over again 'Nightmare Moon.'

Chapter 4 the Elements of Harmony

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Midnight of the 1000th Summer Sun Celebration

Ponyville

Nightmare Moon was furious.

Even if a normal pony couldn't see it, changelings like Fluttershy could feel it.

Rage, unrivalled rage and hatred barely contained behind a mask of power.

It was pretty clear, at least to Fluttershy, what was making Nightmare Moon so angry. When she returned the mare in the moon probably expected hundreds of ponies to quiver in fear before her, to shake at the very mention of her name, Nightmare Moon was probably even looking forward to being hated and feared by so many.

Instead, most of the Equestria had simply forgotten about her, those that did know about her only hear of her as an old ponies tale.

Fluttershy herself only knew of Nightmare Moon because of these story's, still if they really were true then Equestria was about to be consumed by... Night time eternal.

Just as it looked like Nightmare Moon was going to attack somepony out of anger, one pony stood forward.

Twilight Sparkle.

Fluttershy should of known that if anypony would know anything about Nightmare Moon beyond the old story it would be the Princesses prized pupil herself. It was clear that Twilight knew a lot to, she didn't say anything that Fluttershy didn't already know, but still Fluttershy hoped that Twilight Sparkle might know even more than what she was letting on.

Like a way to stop the eternal night... and save her hive.

With this hope Fluttershy watched the confrontation. Eventually some of the royal guard ponies attempted to attack Nightmare Moon, only to be blasted back. Nightmare quickly took the opportunity to escape, leaving the Town hall in complete chaos.

Fluttershy however was focused. She watched as Twilight Sparkle galloped away from the town hall towards her home, Fluttershy spread her wings and silently took of in pursuit.

While she quietly followed Twilight Sparkle, Fluttershy took a moment to use the hive mind to check up on her children. Doing this however almost made her fall out of the sky from shock, as the hive mind was simply filled with the sounds of over a hundred changelings
panicking about Nightmare Moon.

The pandemonium was so great that the hive mind itself was being constantly overloaded by the many voices. Fluttershy was forced to disconnect from the Hive mind or else she would simply fall out of the sky from the constant barrage on her mind. So Fluttershy could only hope that her children would be able to restore calm and order to the hive mind by themselves. Still she trusted her children, she also knew that they trusted her to protect them, which meant she would have to catch Twilight and find a way to stop eternal night to save them.

Fluttershy sighed, being a mother was not easy.

Her focus now back on tracking her target, Fluttershy quickly spotted Twilight entering her house, followed unknowingly by Rainbow Dash who was followed by Rarity, Applejack and Pinkie Pie. Fluttershy silently joined them as they entered library.

What happened next happened very fast.

Rainbow Dash rammed Twilight, accusing her of being a spy. After Applejack managed to get Rainbow Dash to stand down Twilight quickly began to reveal everything she knew about Nightmare Moon, which unfortunately didn't include anything about how to stop her... Until Pinkie Pie conveniently discovered a book on the elements of harmony, which turned out to be the only way to stop Nightmare Moon.

Fluttershy had heard of these elements before in ancient stories, though she did not know anything other than they were supposedly just myths. She guessed that if Nightmare Moon was real then It wouldn't be impossible for these elements to be real as well...

'It doesn't matter how unlikely it is that elements are real.' Fluttershy thought, 'If there is even a small chance they can save my hive and my children, ill do anything to get them'.

Even when she discovered that the elements were in the horrifying Everfree Forest, Fluttershy did not falter, She had to succeed no matter the cost.

Suddenly Fluttershy felt a buzz in the back of her mind, signifying that some ling was trying to contact her through the hive mind. Responding to this, Fluttershy reconnected to the hive mind.

This time the connect was stable, while there was clearly some panic that could be felt over the mind the main chaos had stoped and enough stability had been restored to the mind for conversations to be held

"My queen are you alright?" Primrose's message echoed through the mind.

"Your majesty has something happened to you?" The voice of Thunder Hooves came next.

"Mom are you there? I need you to tell the nymphs that you're alright, they won't stop crying." This message was clearly sent by Flora.

"My queen! are you still there? My queen? my queen!" The dramatic flare clearly gave away that this was the voice of Silent wing.

Fluttershy smiled slightly from hearing how much her children cared about her wellbeing. She quickly communicated back.

"I am alright my children, tell me what is the current state of the hive?" Fluttershy swore she could hear a collective sigh of relief from the mind, before Primrose gave an answer.

"When Nightmare Moon showed up the hive went in to complete chaos, luckily we managed to calm them down after enough time. Now all of us are waiting for you to tell us what to do, my queen."

"Well then settle down children, there's a lot for us to do and I have a lot to tell you."

Using the hive mind Fluttershy told her children of everything that had transpired in the last few minutes. Then she told them of what she was planning to do next.

Going in to the Everfree forest to get some magical jewels to defeat the embodiment of night.

Understandably her children were quite worried, but they knew that their mother was doing this for them so they could not argue. That did not however stop them from wanting to help

"My queen you know this is dangerous, you should take some of the hive with you."

"Hm that could help... tell me Thunder Hooves, how many of your brothers and sisters are of fighting age?"

"There are one hundred and twenty four changlings who can take to the field of battle, my queen I recommend you take at least half the hive with yo-"

"No I won't. Nightmare moon will not be focused on me, if we're lucky she won't even know we're coming. She may however decided to attack the town nearest to her castle in the Everfree, if she does you need to be able to defend yourselves. So I'll take fifteen of my stealthiest children to follow me in secret. The rest of you must stay back to defend the hive. Am I clear?"

Fluttershy did not like putting pressure on her children like this, but she needed them to be ready to repel such a large threat like Nightmare Moon.

"...As you command my queen, I'll ready some changelings to keep a look out for Nightmare Moon... Just be careful alright?

"Of course my child, now I must focus on what lies ahead."

Finally Fluttershy and company arrived at the entrance to the Everfree forest. With five ponies by her side and fifteen of her children following them up, she strengthened her resolved and stepped forward in to the forest...

Of course you know what happened next. Fluttershy and her friends demonstrated their ability's of honesty, kindness, generosity, laughter and loyalty. Making it past all of Nightmare Moons tricks and traps and making it all the way to her castle.

What you may not know is what happened while they were occupied.


Nightmare Moon laughed a deep dark menacing laugh. While the six ponies who dared think they could stop her were occupied by her fiendish traps, Nightmare Moon was free to do as she pleased.

She focused her dark powers and reached into a plain of formless monstrosities. She began to conjure nightmare after nightmare in to the waking world, each of these creature were dark beings that glowed dimly with starlight, they barely held on to pony like forms that constantly shifted into globs of darkness then back to ponies again.

She was summoning monsters of the dream world to do her biding.

Eventually she succeeded in summoning over fifty of them, a small army that was more than enough to complete her plan.

With a powerful yell she ordered " Go forth my nightmares and conquer Ponyville in my name!" The nightmares quickly began charging forward like maddened animals, ragging towards the defenceless village.

Well almost defenceless....

Beneath the village inside dimly light twisting tunnels, one hundred and nine changelings were prepared to face the oncoming onslaught.

Well actually only one of them was.

Upon hearing of these twisted abominations approaching most of the changelings began to cower, afraid of what these horrifying beasts could do to them. What they did not realise was that the point of the nightmares was to inspire fear then feed on that fear, so their want to hide and run away only made their enemies stronger.

Only one changeling did not cower.

Upon seeing his brothers and sisters back down Thunder Hooves did nothing but sigh, he had honestly in some part of him mind expected this, their queen was no fighter and by extension they were no fighters. While Thunder Hooves was confident in his own fighting abilities he knew that he would surely fail, so he did the one thing he could do against such odds.

He climbed out of the tunnels, armed with nothing but his determination (they had no weapons) and faced towards the oncoming monsters head on...

And he began to sing.

"La la la-la la-la, La la-la la-la."*Stomp stomp*

There were no words to his song, it was gruff, plain, simple and confident.

"La la la-la la-la, La la-la la-la."*Stomp stomp*

Nightmare Moon watched in confusion as one strange pony like creature stood against her unstoppable army, only to do something as stupid as sing.

Well it wasn't stupid.

Because soon he wasn't singing alone.

"La la la-la la-la, La la-la la-la."*Stomp stomp*
"La la la-la la-la, La la-la la-la."*Stomp stomp*

Thunder Hooves brothers and sisters began to leave the tunnels, they sung with him, inspired by his courage and his declaration of determination.

"La la la-la la-la, La la-la la-la."*Stomp stomp*
"La la la-la la-la, La la-la la-la."*Stomp stomp*
"La la la-la la-la, La la-la la-la."*Stomp stomp*

Soon the entire army of changelings was out there, one hundred and nine strong. stomping, singing and ready to fight to protect each other.

"La la la-la la-la, La la-la la-la."*Stomp stomp*
"La la la-la la-la, La la-la la-la."*Stomp stomp*
"La la la-la la-la, La la-la la-la."*Stomp stomp*

"CHARGE! for queen and hive!" Thunder hooves yelled as he barrelled forward, followed by a determined wave of changelings behind him.

The nightmares and the changeling collided just outside of Ponyville, the nightmares were far stronger and more vicious than the changelings, they had no trouble when it came to beating a changeling in a fair fight...

Then again since when did changelings fight fair?

Any lings who could cast offensive spells stayed back and began hurling magical projectiles at the oncoming horde. The frailer lings took to the air and began barraging the nightmares with any heavy objects they could find. Those left continued to charge the nightmares directly, using superior numbers to their advantage to surround weakened nightmares and take them down.

The battle went on for a while, nightmares falling left and right while injured changelings were dragged from the battle field via levitation to receive medical attention.

Nightmare Moon watched from a hill top, she was furious, how could her nightmare army be defeated by an army of unknown bug ponies! She was just about to jump in and intervene when she realised something.

Her last magic trick had just been dispelled.

Meaning that the six ponies who were trying to stop her were very close to the elements.

With an angry snarl Nightmare Moon abandoned her now practically demolished army and retreated back to her castle.

A few seconds later the last Nightmare fell.

The changelings had won.

But it was not a clean victory.

Many changelings were injured, some minor scrapes that barely hurt. While others had large green gashes across their chitin.

One of the most badly injured was Thunder Hooves.

The changelings, Victorious but Broken, carried their injured back to the hive, knowing deep in their hearts that many of their brothers and sisters would not survive their injuries to see the next day.

Still, they had brought their queen precious time.


After passing many tricks and traps Fluttershy and her friends had finally found the elements. Now all Fluttershy needed to do was give Twilight some time to figure out how they worked and her children would finally be safe.

Just to make sure her children were in fact safe she contacted them over the hive mind, what she found however was not what she wanted to find.

Her fears had come true.

Her children had been attacked by Nightmare Moon and while none of them had died. She could tell it was only a matter of time until some of them passed away from their wounds.

Fluttershy now had a new mission, she would make sure that when her and her friends dealt with Nightmare Moon,
They would have to glue her back together in Tartarus.

Mothers are very protective of their children.

Unfortunately Fluttershy was so distracted by this that she was unable to stop Nightmare Moon when she came and took the elements... and Twilight Sparkle.

Quickly one of her fifteen children who were hiding in the shadows pointed out where Nightmare Moon most likely would have gone.

The tall spiral tower with energy spilling out.

It was a bit of a give away.

Fluttershy and her friends climbed the tower. Only to find Twilight seemingly in a fight with Nightmare Moon.

Suddenly Twilight began talking about the journey they'd all had together and how each of them represented part of the elements.

Rainbow dash was loyalty.

Applejack was honesty.

Rarity was generosity.

Pinkie pie was laughter.

And Fluttershy was kindness.

Leaving Twilight to find the last element within herself, the element of magic.

A burst of powerful magical energy surged forward from each of their elements, joining together in an overwhelmingly powerful rainbow laser. This magical force surrounded Nightmare Moon as she screamed,
"NOOOOO!"

Fluttershy blacked out


Darkness...

Fluttershy was surrounded by darkness.

She floated in an endless oblivion without sound or light.

"How interesting" A voice spoke from the darkness.

Suddenly a pink glow illuminated the area revealing the element of kindness...

Speaking to Fluttershy

"For thousands of years we have represent the forces of harmony, yet never before have the elements been wielded by any creature other that a pony." The element continued.

"Your unique, I like that. Not only that but you have those that you care for." An image of some of Fluttershy's children materialised.

"Currently we are conversing within your unconscious mind. When you wake up, you will be with your friends, and I will of solved many of your problems..."

"But know this, a darkness is coming and no one will come out of it unscathed..."

"This won't be the last time we talk, until then I will give you a gift, for you and your children.

The light from the element faded, leaving Fluttershy floating in her mind's abyss again.

Until a burst of energy filled the hive mind...


Over one hundred changelings waited in the bowels of the Hive.

Eighty-six of them were injured.

Forty-four of them had severe injuries.

Twenty-one of them would die in the next few hours.

The stench of depression filled the Hive mind as the changelings prepared to morn the dying...

Till a burst of incredible energy flowed from their queens mind.

Wounds began to close, bruises began to fade. In only a few seconds even the most life threatening injuries had disappeared as if they were never their.

There was also something else that happened that was even more amazing.

For the first time in all their lives, the entire hive was completely fed.

No one was hungry.

The changeling immediately went from sombre to overjoyed.

In happiness they cheered loud and proud.

"MOTHER! *stomp-stomp* MOTHER! *stomp stomp* Mother!"

And their cheers carried on in merry celebration, until the dawn finally came...

Chapter 5 Time Goes On, Part 1

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The day after the 1000th Summer Sun Celebration

An extravagant party was thrown in Ponyville that day, both to celebrate the return of princess Celestia and to honour the return of princess Luna. The party planner (Pinkie Pie, seriously who else would it be?) went all out on creating the most super-duper amazing splendiferous princess return party ever (Pinkie's words.)

Years of hiding her true form from other ponies due to fear of rejection had made Fluttershy very scared of large crowds, she was afraid that one of these ponies wold see through her disguise and discover her and her children. Even worse the princesses were here and if anypony was going to know about changelings it would be them, obviously this thought only served to terrify her further.

In truth, the reason why Fluttershy's disguise was so shy around other ponies was because the real Fluttershy was also frightened of being around ponies. In large events like this Fluttershy would often find an excuse to not attend and just send some of her children out to blend in and absorb the emotional energy. Worse case scenario, if she was forced to attend then she would simply have one of her children disguise as her and go in her place.

This party however proved to be simply impossible to escape from. It started as soon as they had returned from the forest so she had no opportunity to make an excuse or switch out with one of her children. Due to her and her friends heroic actions earlier she was always the focus of many ponies attention, leaving no opportunity for her slip away or switch out, not to mention there was a chance that the princesses would find her sudden departure suspicious and come to look for her for one reason or another. Fluttershy could not afford the smallest chance of suspicion from the princesses, so she had to stay.

It was times like this that Fluttershy was grateful that her disguise was as scared of ponies as she was, as any flinching or scared looks were simply written off as Fluttershy being Fluttershy.

After a few hours of celebration the ponies finally began to disperse and the princesses left in the royal carriage, with them gone Fluttershy finally felt safe to leave, making the excuse that she was going to make sure her animals were okay.

As she went home Fluttershy began to think of the conversations she had during the party. Not with other ponies no, but over the hive mind with children.

Fluttershy had actually spent most of the party communicating in the hive mind finding out about the events that had taken place during her adventure. She was extremely upset that her children had been forced to fight, especially against such nightmarish creatures. Cleary however the most important topic to bring up now the danger had passed was...

What had the element of kindness done?

Clearly it had healed her injured children and Fluttershy was very grateful for that, it had also fed both her and her children full to the brim with emotional energy.

But...

It didn't stop.

Fluttershy could feel the element of Kindness sort of... attached to her mind, even though she no longer had it with her. Any time either her or one of her children used their emotional energy, the element of Kindness sent even more emotional energy through the hive mind straight to the changeling that needed it.

So they now had an infinite source of food...

It was dream come true.

No more love gathering, no more forced deception, no more starvation.

No more limitation on expansion...

Fluttershy knew that whatever happened, these next few weeks would be very, very important.

As Fluttershy arrived at her home, her and the entire hive could feel it...

This was the beginning of something brilliant.


Time goes by.

days, weeks, months.

Sometimes Fluttershy's hive was involved.

Sometimes it was not.

These are some of the more interesting parts of these weeks


"Fine! I don't need a friend like you!" Gilda yelled as she stormed out of Sugarcube Corner.

'I don't need any of those wimpy ponies anyway. I can do just fine on my own' Gilda thought. 'There all stupid, like that doormat Fluttershy, hah! I sure showed her a thing or two.'

Gilda was so caught up in her own pride and arrogance...

That she did not notice the pit hole trap dug just for her.

"Waaaaahhhhhh!" She screamed as she fell into the trap.

"Who put this stupid hole here? Gah, its too small for me to stretch my wings, now I have to climb out!"

While Gilda struggled (and failed) to get out of the hole, two creatures watched her from a hidden position behind a nearby bush.

Those two creatures were the changelings, Primrose and Swift Wings. They had been following Gilda secretly after what she had done to their queen, they had also been the ones to dig the pit hole trap.

Now they were watching from a bush, laughing to themselves.

"Ah, sweet vengeance." Silent Wing laughed. "She never knew what hit her!"

Primrose was about to agree when they both received a message from the hive mind.

"Primrose, Silent, are you there? We're assembling for another meeting regarding the recent turn of event with the elements of Harmony, but no changeling knows where you are. Please tell me where you are and what you're doing."

"We're fine mother" Primrose responded quickly. "In fact I have Silent Wing with me right here, we're already already heading back to the hive so no need to worry."

Primrose took a quick moment to look at Gilda, who was still stuck in the hole. Deciding vengeance had been enacted, she quietly walked of while muttering under her breath.

"No one, messes with mom and gets away with it."

Silent Wing decided to stay a few moments longer, before he also disappeared into the shadows while whispering.

"Hail to the queen, Gilda."

"Hail to the queen."

Gilda never did find out who dug that hole.


Deep in the Changeling Hive…

Queen Fluttershy had gathered her four advisors, her most intelligent, individualistic and ambitious children who helped her keep the hive in perfect running order.

Primrose was the general administration advisor. She made decisions on and kept Fluttershy informed of the more mundane issues of the hive, like how much food they had or if the hive was in needed expansion. She also handled the general administration of jobs in the hive if Fluttershy herself could not.

Silent Wing was the information and infiltration advisor. He kept track of any changelings outside the hive, as well as made decisions and collected information on emotion gathering. He also kept Fluttershy informed of anything he found that could threaten the safety of the hive.

Flora was the population and spawning advisor. She was responsible for the general happiness of the hive, particularly that of the nymphs. She also had the great responsibly of keeping the spawning pool in good health and working order, so she kept Fluttershy informed of any problems in those areas.

Finally there was Thunder Hooves, the aggressive affairs advisor. He had only recently joined the advisor council due to his more aggressive personality which attracted Fluttershy’s attention. Thunder Hooves would give advice on and attempt to deal with the more direct and physical threats to the Hives safety.

This was a very important meeting. Due to the element of kindness the Hive now had access to an infinite amount of food, the advisors had been given time to prepare new proposals for their queen/mother about what to do with this new resource and now they would get a chance to put their ideas forward.

Primrose and Flora had banded together under the idea of expanding the hive. Primrose proposed extra excavation projects to increase space for living quarters, recreational areas and goods storage. This was tied to Floras plan to use the new limitless energy supply to expand the spawning pool and the nursery, to increasing the hives population much faster.

Silent Wing had come up with a plan to introduce more infiltrators in to pony society, not for love gathering but for information gathering. Silent explained that if the hive were to increase in size it would massively increase the chance of changelings being discovered, so if changelings could gain access to important positions in equestrian not only could they feed the hive information but they could also help manipulate equestrian society itself if the need was dire.

Finally Thunder Hooves wanted to take advantage of the hives possible soon to be larger population (changelings have very short growth cycles.) by creating an official army that changelings could join, complete with construction of a training area which could be used to teach changelings how to fight properly, instead of relying on natural instincts and numbers. Thunder Hooves claimed this was a good idea, due to the amount of hostile creatures in places like the Everfree, particularly those that could tunnel as they could attack the hive at any time.

Fluttershy was happy to see how much thought each of her advisors had put in to their projects before putting them forward. She was more than happy to agree to all the aforementioned plans as she could see how they could help expand and protect the hive.

When suddenly-

*Rumble Rumble…*

“Goodness, what was that?” Flora questioned.

“Probably nothing.” Thunder Hooves grunted. “Now let’s continue. I know we aren’t normally aggressive species but I believe with the proper training and conditioning…”

The entire hive was intently focused on listening to the meeting.

So focused in fact, that not a single one of them noticed that there had been an ursa minor rampaging right above their heads…

Until they read about it in the newspaper the next day.


“Now pack up your things and leave.”

Fluttershy watched as the ginormous dragon skulked back into its cave, despite how nice kind she was, this time she was forced to show her friends her more unyielding and aggressive side. She could only hope they didn’t fear her because of it.

Still from what research Fluttershy had done on dragons (They might be a threat to her hive one day.) she knew it was unlikely that this one would leave it sleeping spot so easily. So now extra steps had to be taken to assure the dragons departure.

Luckily the extra steps had already been taken…

Inside the dragons cave.

‘Why should I leave here just because some weak ponies want me to?’ The dragon grumbled to itself.

‘In fact you know what? I’ll just go back to sleep! I mean what are they going to do, shoot me with friendship? Hah!’

The dragon smiled at the thought, he turned around to gaze at his hoard before he went back to sleep.

Only to see his hoard covered in at least thirty yellow Pegasus ponies…

All of which were glaring at him menacingly, just like the one that wanted him to leave…

‘By the dragon lords scales, they’re multiplying!’ The dragon spent a few precious seconds mentally debating whether or not staying here was really worth it…

‘NOPE!’ He decided.

‘NOPE NOPE NOPE NOPE!’ He grabbed the nearest stash of gold and took off as fast as his wing could carry him.

NOPE NOPE NOPE, SO MUCH NOPE!’ The dragon quickly glided of in to the sunset, desperate to get away from the mountain as fast he could.

Silence.

The thirty changelings disguised as Fluttershy burst into laughter.


Hundreds of insect-like abominations known only as ‘parasprites’ had set upon Ponyville, devouring everything in their path with seemingly no end to their ravenous hunger.

Meanwhile, just beneath the town...

Over one hundred changelings were now extremely happy that they had chosen to live underground.


The slow breeze, the fallen leaves, the cooling air…

Twilight Sparkle thought it was the perfect autumn.

There was just one thing that bothered her…

“Princess Celestia?”

“Yes my faithful student?”

“Why were some of the trees bare in other parts of town before the running of the leaves started?”

Celestia looked thoughtful for a few moments before responding.

“Well Twilight that certainly is a mystery. The only thing I know that could be related to this is what I heard some of the town folks were talking about earlier, they claimed they spotted some unknown ponies running around cleaning up the leaves. Though whenever they went to talk to them the ponies just ran away.”

“Huh, that is strange. I wonder why they were doing that…”

A few hours earlier, before dawn…

Small groups of disguised changelings ran around town, either bucking the trees or using their magic to shake the leaves off.

When Fluttershy had first started her hive so long ago, she decided that if she was going to live off this land then she was going to help care for it to. Her children had also adopted this philosophy, helping the town with things like the changing of the seasons.

Besides if they didn’t help there was no way the running of the leaves would have been finished on time.


Winter was here.

Twilight Sparkle stood proudly as she examined the towns work.

Winter was on time.

“Hey Twilight!” Rainbow Dash yelled “You were awesome!”

Twilight blushed slightly at the complement.

“Just one thing Twilight.” Rainbow Dash continued. “How in the hay did you manage to get those west fields outside of town cleared and ploughed before my teams got there?”

“WHAT? It says here in my notes that that area had already been cleaned and ploughed earlier, someone must have changed my notes while I wasn’t looking.”

“Well I guess it’s just a mystery.” Rainbow Dash shrugged. “Or maybe Pinkie Pie… so yea basically a mystery.”

Twilight groaned.

A few hours earlier…

Silent Wing stood proud atop a hilltop as he watched his fellow changelings shovelling and melting snow, planting crops and helping animals.

He puffed out his chest (he thought it was dramatic) and began to sing at the top of his voice.

“Born of cold and winter air and mountain rain combining…”

“This icy force both fowl and fair as a frozen h-“ *SMACK!*

“OW! Primrose why? That hurt!”

“No singing on the job that’s why!” Primrose yelled. “For someling named SILENT Wing you can certainly sing incredibly loud.”

“Come on Primrose, you know that’s not fair.” Silent Wing grunted. “Besides if singing on the job is so bad then why haven’t you stopped Thunder Hooves from doing it?”

A couple of hills over…

Thunder Hooves was busy shovelling snow along with a few other changelings, the snow was being placed into piles so it would be easier to melt later.

Thunder himself had a rare full blown smile on his muzzle as he really dug in to his work.

Then, seemingly at random, Thunder began to sing.

"We dig dig dig dig dig dig dig
In the snow the whole day through!
To dig dig dig dig dig dig dig
Is what we like to do!

It ain't no trick to get work done quick
If you dig dig dig with a shovel or a pick
In the snow! In the snow! In the snow! In the snow!
Where a million snowflakes shine!

We dig dig dig dig dig dig dig
From early morning until night..."

Back with Primrose and Silent Wing

"He has much better taste in music than you." Primrose finally decide to say.

"Primrose!" Silent wing yelled. "You know that's just an excuse, the only reason you aren't over there trying to stop him is because your afraid of challenging Thunder, with all his aggression you wouldn't be able to deal with him. I'm right aren't I?-" *SMACK!*

"WHY DO YOU KEEPING HITTING MY FACE?!"

Chapter 6 Time Goes On, Part 2

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Late in the night at Carousal Boutique...

Rarity toiled away for hours and hours, sewing the same dresses over and over again.

"Augh." She groaned. "Why did Hoity Toity have to place such a large order?"

After seeing her makeshift fashion show earlier that day, Hoity Toity had decided to placed a very large order for multiple replicas of all the dress's used in the show. Rarity, wanting to get her work out and earn some money at the same time had happily accepted the job and had gotten to work immediately.

Unfortunately she had severally overestimated her own abilities. The dresses were due to be picked up in two days, so now Rarity was forced to work overtime as she had only completed 25% of the order.

"Uhh." Rarity sighed wearily. "I know I still have work to do, there is no way I can complete this order in the next two days If I don't... keep... working...*Yawn*."

"Though I really do need some sleep... I guess I'll have to call it a night." Rarity stopped her sewing machine and left her workshop, turning off the lights as she did.

A few second later, Rarity was sleeping soundly in her bed.

Leaving the boutique dark and quite...

For about three minutes.

"Operation secret silk sewing is go! Move changelings move!" Silent wing yelled through the hive mind as he silently entered the boutique through the windows, along with four other changelings.

Quietly all five of them made their way in the dark, all the way to Rarity's clothing workshop.

"Alright team, fan out and get to work. I want it done well and I want done fast so if you don't want to disappoint me then I want to see perfection!".

"Sir yes sir!" A chorus of voices respond from the other four changelings, as they began their daunting task.

They started by analysing the schematics, then they read about the techniques, next they gathered all the necessary materials and finally...

They began to sew Rarity's dresses.

Fluttershy had decided that after the poor treatment her friend Rarity had gone through, it wasn't enough to just help her with one dress.

So she had organised some of her hive to help Rarity with her work order.

Silent Wing had immediately volunteered to lead the operation, Infiltration was 'his thing' after all. (He will also never admit to anyling that he really liked sewing, and wanted the opportunity to exercise his hidden hobby.)

A few hours of work later and the five changelings had finished another 25% of the order, before they finally decided they'd done enough, they began to leave.

"Sir?" One of the changelings asked. "How are we going to make sure Rarity isn’t suspicious of all the extra work?”

"Excellent question my fellow infiltrator. I have come up with a genius, absolutely fool proof plan! That is why they call me the ultimate super best infiltrator in the universe, after all!"

"No one calls you tha-"

"I CALL ME THAT!"

*Ahem*

"As I was saying, this is my genius plan!" Silent Wing pulled out a small piece of Paper and placed it where it was easily visible on a nearby table.

On the piece of paper there was some goofy writing that read. "It was Pinkie Pie, don't question it."

"That's... actually rather brilliant sir."

"Of course it is. Now lets get out of here quickly."

The five changelings disappeared into the night...

The next morning.

"Well, time to get to work." Rarity sighed "At least I got a good nights sleep but there's still so much work left to do."

Rarity made her way in to her dress making workshop...

"By Celestia! who did all this?" Rarity shrieked as she found that about double the amount of dresses were finished this morning than she had left finished last night.

"Surely there must be some kind of explanation for this..." Rarity spotted the piece of paper left on the table, she picked it up and began reading it to herself.

Eventually, she sighed and said.

"Its always Pinkie Pie isn't it?"


Frogey Bottom Bog.

A marshy area home to many different species of frogs.

For obvious reasons (The fact that the marshes are smelly) nopony ever really visited the bog.

Unfortunately this had led to many different hostile creatures taking up residence in the area due to the lack of ponies coming out to hunt them. Making the bog a very dangerous place to be.

Now that Fluttershy and by extension her hive had discovered this...

Go! attack with fervour! Thunder Hooves had decided to use it as a training area for both himself and the hive's new, slowly growing and improving defence force. Due to his passion, skill and dedication this had surprisingly good results.

"You call that a punch manticore? This is a PUNCH!"

*BAM!*

He might of been a bit too passionate about it though...


The sonic rainboom.

Ever since Fluttershy had seen it as a child, she remembered it as the most beautiful and magical thing in the entire world.

So when she founded her hive she absolutely had to tell all her children about it.

Then, when Rainbow Dash performed a sonic rainboom for the second time...

"A SONIC RAINBOOM! SHE DID IT!"

The entire hive began cheering.


Torture...

Mind destroying torture...

"They all say that you'll get your mark.
When the time is really right.
And you know just what you're supposed to do.
And your talent comes to light..."

Thirty five changeling infiltrators, (All the infiltrator's in the hive) writhed in pain and agony from the auditory assault on their ears.

Silent Wing was using his magic to project the event for all the infiltrators to see. After the entire song had been allowed to play all the way through, he finally decide to stop it and ask a question.

"So," He began "Why did I decide to show you that particular performance?"

"Sir?" One of the changelings spoke up. "Is it because you were angry that you happened to be in the audience when this performance started, and now you want to share your pain with the rest of the hive?"

"Yes." Silent Wing agreed, entirely serious. "That's one reason, any others?"

"Sir?" a different changeling asked. "Is it to show us how to NOT act?"

"Yes!" Silent wing yelled happily. "Cookies for that changeling!"

"My names Carl."

"Cookies for Carl! Remember changeling's, what you see before you is not acting, it is a form of torture that is so terrible and horrifying that even the griffons wouldn't use it!"

"Now..." Silent trailed of. "How about we all forget this performance ever happened and go on with our lives?"

All the changelings in the room agreed immediately.


If Fluttershy had become a famous fashion model before she discovered the element of Kindness then it would of been useful as an excellent source of emotions.

Now however it was useful as an amazing source of revenue.

Fluttershy herself did not use a lot of money, she did however know that there would be times when her hive could use the money either for infiltration purposes, or for buying things from ponies that her children could not produce in the hive themselves.

She did not stay a fashion model for long though, it was simply too risky to be constantly seen by that many ponies, that and it was very stressful. So when Rarity admitted that she didn't actually want to force Fluttershy to become a model she happily took the opportunity to quit the business.

She still had all the money she earned though, that and a better understanding of her friend Rarity.

Both would be very useful.


"What is the real story mother?" Primrose asked through the hive mind.

"What do you mean my child?" Fluttershy had just finished telling her cutiemark story to Apple Bloom, Scootaloo and Sweetie belle.

"You told them that story from the perspective of you as a Pegasus, what was it like for you as a changeling?"

Fluttershy giggled slightly before responding.

"Well even when you include the fact that I'm a changeling into the story its actually still mostly the same. There isn't much else to say."

"Tell us mum!" Multiple voices from the hive mind chorused.

"Well... alright."

"When I was in flight camp... only Rainbow Dash was my friend, the other ponies pushed my away because of how strange and shy I was. Normally just one pony can provide enough emotional energy to feed a changeling but...

"You were a growing changeling queen." Primrose concluded. "So you needed much more energy than a normal changeling in order to develop properly."

"Yes that's right Primrose. Due to my lack of emotional energy I was constantly feeling drained and nauseous, it also stunted my growth. All of this only made ponies think I was weird, so I got even less and less energy."

"Until the day of the sonic rainboom race."

"When I fell off that cloud down to the ground bellow... The animals gave me love. They didn't judge me for being strange or shy, when I comforted them after the sonic rainboom they only loved me more and... I felt like I belonged for the first time. that's why I made my cutiemark butterfly's, to remember the animals that brought energy and meaning into my life... Brought love into my life."

"But now you have us mother."

"You've given us love and care since the day we were born"

"In return we've served you and together we have built something amazing."

"Now we will always be with you, in peace or war, thick and thin we'll always be there."

"We love you mum!"

"T-thank you children, I will cherish your love forever!"


Darkness...

Fluttershy once again found herself floating in darkness.

Then the light of the element of Kindness shone again.

"Your kindness truly knows no bounds, queen Fluttershy."

"Treasure your bonds with your friend and your family"

"Because you will need them."

"The Darkness grows stronger each passing day."

"But the darkness is not the first challenge you will face."

"Old stone walls won't hold him down."
"So patiently he waits around."
"Soon abnormal here will be the norm."
"Enjoy the calm before the storm."

"While darkness rises..."

"Chaos awakens."

"Prepare yourself, Fluttershy."

With that cryptic warning, Fluttershy drifted off into a dreamless slumber.

Chapter 7 Chaos, Loss and Calamity

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It was a golden age for the hive.

Queen Fluttershy watched over her changelings dutifully from the hive mind, taking care of all her children from the smallest new-born nymph, to the strongest defenders of the hive. All of the changelings here were her children and as their mother she was happy to guide and protect them.

'Everything is coming along perfectly.' Fluttershy thought.

In the last few months her hive had very successfully managed to reap the benefits of a limitless food source. Without any energy limit every changeling had been happy to work twice as hard to accomplish their goals. Goals which had been very successfully planned and carried out by Fluttershy's trusty advisors.

Advisor Flora's plan to increase the size of the spawning pools had been very successful, what use to be a small room housing only one tiny spawning pool was now a massive cavern that housed three large, sprawling spawning pools. In the last few month alone the hives population had increased from one-hundred and twenty-six changelings, to three-hundred and forty-two changelings.

The increase of new nymphs being born was so great that Flora had started to employ other changelings as caretakers to help raise and take care of the nymphs. Flora had also proposed the construction of a new nursery room, separated from the spawning pool chamber to accommodate the increasing numbers of changeling nymphs, since having the spawning pools and the children sharing the same room simply wasn't giving the young ones enough space anymore. Fluttershy had recently given the project her approval.

Advisor Primrose's plan had simply been to expand the hive, digging deeper and further outwards to make space for more living quarters and storage areas. It was a good thing that Primrose's plan was approved, since the increased number of changelings would have been to much for the hive to handle at its old size. Luckily thanks to Primrose's forward thinking and incredibly efficient task management, the hive at it's new size could comfortably support up to five-hundred changelings and they could always expand more later.

The increased size of the storage area's had also been a great boon for all changeling who operated outside the hive. Infiltrators brought back building supplies and books they had purchased from pony towns, while soldiers would bring back the spoils of battle, mainly scales, horns and teeth from the various monsters they had felled. These were then sold of to ponies who saw such items as rare and valuable.

Advisor Silent Wings plan had been simple yet complicated, he wanted to expand the hive's infiltration network to include Canterlot. Fluttershy in the past had only ever placed infiltrators in Ponyville since it was the closes settlement to the hive and gave her changelings more than enough emotion to survive. Now however the purpose of infiltration was to gather information and maintain her races secrecy, so Fluttershy had let Silent Wing go ahead with his plan...

To infiltrate the Canterlot nobility's social circles.

This went a lot better than expected. One of the infiltrators, known as Whispering Trail, had mange to use the hives funds to secure a relatively nice looking house in Canterlot. Then he had mange to impress one of the nobles, Sir Fancy Pants, which had ended up being a one way ticket to all manner of important social events and discussions.

This rousing success had given Fluttershy the idea to construction a network of tunnels that would connect Whisper's house to the rest of the hive, allowing for quick, hidden, underground movement of supplies and changelings from the central hive all the way to Canterlot. The tunnels were going to be called, 'The Whispering Way'.

The only disadvantage of all this was that it fed Silent Wings ego to the point where almost no ling in the hive could stand to listen to him for more than five minutes.

Final there was advisor Thunder Hooves plan, to create a full time defensive force for the hive to defend it against physical threats. So far Thunder had only managed to get Twenty-eight changelings to sign up to join his force. This was such a low number due to the fact that most changelings in the hive followed their queen philosophy of violence as a last resort, or to protect your loved ones. Even the ones that had joined the defence force joined so they could become stronger to protect the hive.

Still Thunder had worked well with what he had, and between a strict training regiment and battles with monster in frogy bottom bog, the hives defence force had become much stronger. To the point where when a large worm creature had invaded the hive last week, the defence force had manage to repel the attacker all on their own.

What Thunder really lacked however and what he constantly complained about was good weaponry and armour. When it came to materials, the hive was limited to crafting with wood, stone and leather, meaning that strong metal armour and weaponry were out of the question. Upon hearing this Thunder immediately proposed the construction of a forge and smithy, plans which Fluttershy had to turn down on the grounds that no ling in the hive understood metallurgy and the fact that large amounts of strong metals were very difficult to get a hold of.

So for now Thunder had to make do with wood, stone, leather and magic for the defence force.

Even after all that, there was still something else very important that happened over the last couple of months...

"Mum, do we have any more books on unicorn thaumaturgy? I need to find book two on complex magic foundation principles."

Fluttershy sighed happily as she responded. "Yes we do my child, in fact I believe Silent Wing personally procured that book for you just a few days ago. He should know where it is."

"Thanks mum!"

Just over a month ago, a normal looking changeling nymph had emerged from the spawning pool, just like all the other changelings. She was named Aurora Spark and raised just like every other changeling. Until one day Aurora mysteriously disappeared from the nursery, a search party was quickly organized to scan every corner of the hive, only for them to find Aurora Spark nestled in one of the storage chambers surrounded by five open books each of which she was scanning through eagerly.

It was found that Aurora had a naturally inquisitive attitude, always questioning things and trying to find out how they worked. Books served as a way to quench her thirst for knowledge and most days now she could be found sitting down in some random corner of the hive with a book in hoof, completely absorbed in whatever subject she was reading about.

Aurora's passion for reading ended up attracting the attention of Silent Wing, who respected her dedication and actually ended up helping Aurora find many of her beloved books. The two had formed an unlikely friendship that was very strong.

Recently however Aurora had begun researching in to unicorn magic, she had then also begun her own experiments to try and figure out what the differences were between changeling and unicorn magic.

In truth the hive knew very little about their own magic and how it worked beyond instinctual shape shifting, basic levitation and basic magical solidification. (A spell that allowed magic to be solidified and thrown as a projectile, when used in combat it looked a lot like a unicorns laser spell.)

While changeling and unicorn magic may of been similar in appearance, unicorn spells simply did not work for changelings, Aurora wanted to find out why.

Fluttershy could easily see Aurora's dedication and passion for the magic she learned about but she could also see the changelings natural talent for what she did. Once Aurora was mature enough, Fluttershy planned to make her a member of the advisor council as the magical research and affairs advisors.

So, all in all the last few months had been a golden age of development for the hive and everything was going extraordinarily well.

Until today...

"My queen!" Silent Wing yelled through the hive mind. "We have multiple incoming reports from our Ponyville infiltrators. They've sited multiple fluffy pink clouds, gallons worth of chocolate rain, a flying blue telephone box and a squad of tutu wearing ballet dancing buffalo! I have no idea whats going on out there my queen but we have to do something. What are your orders your highness?"

Fluttershy remained silent for a few seconds, taken aback by such unbelievable statements. Eventually she decided to assume that Silent Wing was not trying to tell some kind of strange joke, so she responded.

"Silent Wing, question the infiltrators and attempt to learn more about the situation. I will personally leave the hive to investigate."

Fluttershy began walking through the hive until she finally reached the trapdoor that lead up to her little cottage. She shape shifted from her changeling queen form into her Fluttershy disguise and began to carefully fly out of the hive and into her cottage.

When Fluttershy entered her house the first thing she did was look out a nearby window, revealing...

A sky covered in strange, cotton candy clouds.

Those clouds were not the only thing that Fluttershy found unusual. She could feel a powerful magical aura permitting the air, it was wild forceful and untamed, like madden beast stampeding across the land leaving a world of chaos in their wake.

Something powerful was at work here and Fluttershy needed to find out what, while keeping her children safe.

"Thunder Hooves! An unknown yet powerful magical force has been detected near the hive. Raise the defensive force to active defensive positions and establish quarantine within the hive, nothing gets out and only changelings get in. These orders are effective immediately!"

"By your orders my queen."

Over the last few weeks Thunder Hooves had begun using special code words to describe situations to the defensive force as well as to issue orders to them, in Thunders own words it made the entire force sound far more professional. While Fluttershy was sure he had thought of a lot of code words there was no way he could have code ready for a situation like thi-.

"All troops we have a code Blackened-Blue, effective immediately!"

Well apparently he did have a code for this.

Fluttershy could hear her children beneath her through the hive mind as they quickly fell in line, she knew they were in good hooves.

Now she would have to deal with keeping her children outside the hive safe.

"Silent Wing, Issue a new order to all infiltrators. All infiltrators are to return to the hive immediately unless such action would reveal them and break their disguise. If they cannot return immediately they are to wait for the first opportunity that it is safe to do so."

"At once my queen" Silent Wing responded quickly.

It made Fluttershy happy to hear how fast her children could react to such a possibly dangerous situation. With their hard work and love behind her she was confident that no matter what disaster was going on they would be able to face it together.

Fluttershy was queen and mother to her loving children and subjects. In a golden age like this they all felt like they had nothing to fear, as long as their family stayed together they were unstoppable

So as Fluttershy stepped out of her cottage, filled determination.

She had no idea how fast everything was going to go downhill...


A few hours later, in the Canterlot hedge maze.

Fluttershy wondered the hedge maze slowly and carefully. All of her senses were on edge as she tried to remain calm in such a terrifying and dangerous situation.

She had a right to be so on edge of course. A reality warping demon had twisted the land into his personal playground, he had clearly defied and intimidated princess Celestia herself and stole the only magical artefacts that could defeat possibly him, all without breaking a sweat.

Now she was trapped in his twisted labyrinth in a demented game to try and find said magical artefacts, which probably weren't even here meaning she and her friends were lost on a wild goose chase!

Fluttershy steadied herself and began to calm down, she knew that if she wanted to get out of here with her sanity intact she would need to remain calm despite Discord's tricks.

She knew that this could be much worse. Even though Discord had stolen the elements of harmony Fluttershy could still feel the element of Kindness, she had no idea where it was but she could feel it feeding her and her children with the energy they needed to live. As longs as they had the element of kindness aiding them she felt confidence that her hive would endure.

She still needed to get out of the maze though, so with nothing else to follow Fluttershy began tracking a nearby magical energy signature, which turned out to be a group of butterflies.

When the butterflies stopped however it became very clear they were Discord in disguises. The horns kind of gave it away, well that and the fact that they talked.

Fluttershy quickly became certain that Discord was trying to turn her against the other element bearers. He tried to take advantage of her supposed weaknesses, the holes and strains in the relationship between her and her friends.

Against a normal pony it might of worked, they may have felt like Discord's words were revealing to them undeniable truths that went against everything they ever understood and knew. A normal pony, in the confusion would of followed Discord's words and believed them till the point where they were willing to turn on both their friends and their beliefs.

Fluttershy however was not a normal pony, she was a changeling queen and proud of it. She easily spotted Discords attempt to deceive her and turn her against her friends.

Now that she knew his intent, Fluttershy was able to counter everything he said just by playing ignorant and naïve to his games.

The only thing that worried her now was that with each failed attempt to trick her, Discord was only becoming more and more angry.

It would only be a matter of time until Discord would her to frustrated and-.

"OH FOR GOODNESS SAKE!" Discord dropped his disguise, rage consuming his features as he glared down at Fluttershy.

"You've been kind for far too long my dear, its time to be cruel!" Discord gathered large amounts extremely powerful and chaotic magic in his left hand.

Before Fluttershy could even think of responding, he blasted his magic through one of his fingers...

Directly in to Fluttershy's mind.


Pain...

Endless pain...

Fluttershy could feel her mind being twisted and shaped against her will.

Darkness...

The world seem to disappear as she was forced into a never ending sea of infinite soul crushing darkness.

Endless darkness...

Fluttershy was loosing herself, Discord's magic was simply too much for her.

"Mum! Are you okay?"

Her memories slipped away from her...

"What's wrong mum?"

her mind began to fractured...

"Mum? mum! please tell us you're okay we need you!"

She was fading...

Falling...

Lost in the darkness...

Forever...






"Hold on mum!"

Then, there was light.

She could feel them, hundred of hooves grasping her, pulling her towards the light.

As her mind continued to real she could hear their voices.

"We're with you mum!"

"By your side all the way!"

"Kick his flank mum!"

"We can beat this monster, together!"

"THE HIVE IS UNITED, LONG LIVE THE QUEEN!"

She could hear their voices, her children's voices.

They healed her, empowered her with their love.

Now, revitalised and invigorated, Fluttershy escaped from the darkness.

Towards the light.


Fluttershy could see the world again, she was still trapped inside the hedge maze.

She quickly whipped her head around, attempting to find Discord.

She found him.

After he cast his mind control spell on Fluttershy, Discord was just starting to cast another teleportation spell. Probably because he though his work here was done.

Now that Fluttershy had seen what this draconequus could do, she knew that if he won none of her friends or family would be safe.

She had to stop him.

Right here, right now.

Fluttershy began to draw magic from deep within herself.

She drew magic from the bond she shared with her family.

And unknowingly.

She drew magic from the element of kindness itself.

Overwhelming power flooded through Fluttershy, in an instant her disguise gave way revealing a changeling queen, who was filled to the brim with magical energy.

She launched all of it at Discord.

A giant ball of yellow and pink magic charged towards him

At the last possible second, Discord finally recognised the sound of magic being fired.

He turned around and asked.

"What in the world is goin-" "BOOM!"

The magic exploded in his face.

Dust and rocks were thrown in every direction, even a section of the hedge maze was eviscerated by the resulting fallout.

Fluttershy now drained and tired, fell to her knees believing she had succeeded.

She was so tired that she almost missed the element of kindness muttering something in the back of her mind.

"Amazing... we never thought it could be done..."

Whatever the element of kindness said next was drowned out by a thunderous applause from the hive mind.

"We did it!" they yelled, merrily and excitedly. It sound like the entire hive was going to burst into celebration.

Fluttershy herself was about to address her beloved children, thanking them for helping her so much...

"That hurt." A dark voice a rumbled, the speaker concealed by all the dust and dirt.

"THAT ACTAULY HURT!" The voice screamed. A violent shockwave exploded outwards, throwing away the dust and revealing...

Discord.

He seemed mostly unharmed, other than a few scrapes and bruises.

But he was infuriated.

"HOW DARE YOU TRY AND ATTACK ME, DO YOU KNOW WHO I AM? I AM LORD OF CHAOS, MASTER OF DISHARMONY!" He screeched.

"YOU ARE NOTHING BUT A LOWLEY PEGASUS! NOW YOU SHALL FEEL MY WRAT- wait, what even are you?"

Fluttershy quickly realised that her powerful magical attack had broken her disguise, leaving her changing queen form right in the open for Discord to see.

"Now you ARE a strange one aren't you?" Discord mused to himself. "Your like some kind of giant insect-bug pony but with magic! Huh wished I thought of making something like that sooner."

"While you are an interesting creature, I can't have you messing with my plans..."

Discord's face contorted into a feral grin as he snapped his fingers, causing him to disappear in a flash of teleportation light.

Fluttershy suddenly felt the draconequus behind her leaning on her back, she jumped back and attempted to summon her magic for a second attack.

Fatigue caught up with her though, Fluttershy felt her magic splutter uselessly as her front knees buckled from strain. Forcing that much magic through her body had clearly weakened her.

Discord cackled at her feeble attempt to stop him, before his voice became unusually dark and cold...

"Now, if can't twist your mind like the others. I'll have to replace your mind instead!"

Discord teleported again, this time he grabbed Fluttershy before she could react.

He summoned his magic once again, forcing all of it into her mind and...


"AAAAAAAAHHHHHH!"

The entire hive screamed.

Every changeling within the hive screamed.

Pain, agony, torture...

loss.

They all screamed.

Like someone had stabbed each and everyone of them directly in their hearts.

They screamed, until they went silent.

Silent from the shock.

The entire hive stood still.

Until one of the changelings whispered through the hive mind, in a voice that seemed so lost and afraid, like that of a child that had lost its parent.

"T-the queen is... M-mum is...

"Mother is dead."

Chapter 8 A House Divided

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"Mother is dead."

"NO!!!

Thunder Hooves screamed out in blazing emotional agony, a primal and fearful scream that echoed throughout the hive mind.

"She can't be dead sh-she just can't be!"

"But we can't hear her in the mind anymore Thunder, the only thing that could mean is that she's...

"Then we can't just sit here just hiding anymore then can we!?"

Thunder Hooves slammed his front hooves in to the cave wall as he continued to shout.

"We have to march! Together we are more than strong enough to take that monster down!"

"No we are not! He defeated the queen easily and without breaking a sweat, he would wipe the floor with you and the defence force. Besides mother wouldn't want us to risk our lives in a mad scheme of vengeance!"

"Well mother wouldn't of wanted to die! I don't care if that monster is stronger than us, we have to take it down. Brothers and sisters of the defensive force! Join me in training and we shall grow strong enough to avenge our mother!"

"NO! we cannot take that risk Thunder! Even if you could defeat Discord you would starve long before then. Can you not feel it? With mother gone we can no longer reach the element of kindness!"

Complete silence reigned over the hive, as most of its inhabitants were still in too much shock to think clearly much less respond, so Flora continued.

"We no longer have an unlimited supply of food! if we don't focus on gathering and conserving emotions we'll all starve to death!"

"But we can't just keep hiding anymore. We have to do something!

"We have to hide! we have to survive! It's what mum would want..."

"WELL WHAT'S THE POINT OF SURVIVING WITHOUT A QUEEN!? I'M LEAVING TO GROW STRONGER AND AVENGE MOTHER, THEN AT LEAST I'LL BE DOING SOMTHING FOR HER."

"ANYLING WHO WANT'S TO JOIN ME, MEET ME AT THE EXIT TO THE HIVE!"

Thunder hooves stormed off, his mask of anger and frustration slipping slightly as he thought about his queen, his mother...

And how horrible life would now be without her.

Still, he left the hive behind and struck out into the open world.

Then, there were only three advisors left.

"He just doesn't understand, we need to focus on food now. Everyday more and more children are born and we have to be able feed all of them..."

"We can't..."

WHAT!?

"We can't keep feeding so many changelings, especially with so many more being born! There aren't enough infiltrators to gather enough emotion to feed them all. The only way we can survive is...

"Don't say it! Please don't say it!"

"...We have to kill the spawning pools..."

NO! I won't let you! If the spawning pools are destroyed that's so many changelings that will never get a chance to live! So many changelings that won't be born just because we thought we couldn't support them!"

"What you is say is simply wrong, if you keep the pools up and operational, all of us would die from starvation. You keep talking about what mother would want, well mother would want us to live, even of others may not."

"No... you are the one who is wrong, mother would find a way through this. Mother would save all of her children, even the unborn. She... she... mother would fix this.

"But mother isn't here now and none of us can take her place, none of us can do what you claim mother would be able to do, you just have to accept that and move on-"

"No! We can do this that way mother would have wanted! The way it should be done! It won't be easy and it would take time..."

"Time we no longer have Flora, time we squanderd because we thought mothers time would last forever... But we wrong. You just can't accept that can you?"

"..."

"*sigh* I hoped you would be able to see reason, but it seems like so many of our hopes my little fantasy of you seeing sense has been destroyed. I'm leaving the hive and I'm taking any lings who want to do the same with me. We cannot survive with your stupid plan and you don't seem to want to change your mind any time soon. Since we both disagree on this then the best solution is obviously for us to part ways."

"...fine..."

"Its settled then, I'll take any lings who want to travel with me."

"I don't hate you Flora, you just aren't strong enough to make the right decisions in times like this. I hope that if we ever meet again everything we will be alright and we'll all be living happily again..."

"...But for now, without the queen, that is nothing but a lost dream."

"Goodbye Flora"

Silent Wing began to leave the hive... And many of the infiltrator's followed in his footsteps.

Then there were only two advisors left.

"Well at least you haven't abandoned the hive Primrose... Primrose?"

"Mother will be home soon..."

"P-primrose you know that mother is-"

"MOTHER WILL BE HOME SOON! MOTHER WOULD NEVER LEAVE US!"

Flora finally noticed Primrose, she was lying on the floor shivering and shaking wildly as she babbled nonsensically into the hive mind.

"Everything is going to be fine. Everything is always fine when mum is here! and mum is always here! so everything is going to be fine!"

"...M-mother always comes home..."

Then there was only one advisor left who could run the hive...

"Flora? Can you hear me Flora?" A tiny voice called out from the hive mind.

Flora recognised it as that voice of the smart little changeling Aurora. So after collecting her thoughts as best she could, she responded.

"What is the matter little ling?"

"Why... why were you and the other advisors fighting so much?"

"I think... because none of us could truly agree on what mother would of wanted to do now."

"But, if you all care about what mum would of wanted so much. Why did you do the one thing we all know she wouldn't want you to do?"

"Wha... What do you mean little ling?"

"Mother would want all of us to stay together. No matter what happened."

"... you truly are the wisest among us child, to remember our mothers truest ideal even during these horrible time, If only we all could of remembered that..."

"Now... it is too late."

Flora finally broke down into a painful sob, her emotions running wild and reckless as she cried in to the darkness...

Truly, no Changeling knew what should be done now.

They were lost without their queen.

Lost without their mother.