> Nature of Change
>  by PostNinja
> --------------------------------------------------------------------------

> Chapter 1: Hidden Roots
> --------------------------------------------------------------------------



Several years ago...

Rainbow Blaze yawned and rose to sit. It took about three seconds for him to feel the sharp pang of a headache, making the pegasus clutch his head with a groan. He closed his eyes and tried to get rid of his hangover through sheer willpower.

No luck there, unfortunately, so he just laid down again, turning to the side on the small cloud he had slept on through the night. The rays of the rising sun had woken him up, but bright lights were the last thing he wanted to look at right now.

Memories of the last night were little fuzzy. He remembered flying home at night after the party with the other cloud factory workers, though maybe he drank just a tad more than he should have.

The young pegasus looked around him to see where he had passed out. This was right at the edge of Cloudsdale, on the southern side where no one really lived. All that surrounded him were clouds. He couldn't be too far away from home.

Blaze blinked when the memory hit and rose to stand, shaking his head in a vain attempt to clear it. With any luck, his wife wouldn’t have woken up yet. She was already giving him disapproving glances from staying so late in these nights out, and he knew that once their foal was born, he wouldn't be able to go to parties for a long while.

The blue pegasus stretched his wings and prepared to fly back home with the speed he was famous for, but something caught his eye. There were two pegasi some distance away, right at the edge of the massive cloud that formed the ground of Cloudsdale. A mare and a stallion. It looked like they had just arrived from somewhere.

Rainbow Blaze looked at the strangers more closely making out a few more details. Both were carrying heavy bags, though the yellow mare with the dark red mane had shed hers so that she could take a closer look at the green stallion’s wing.

Was he injured? Did they need help? Rainbow Blaze shunted both his hangover and the thoughts of his angry wife to the back of his mind and started making his way towards the two, trying to remember how far the closest doctor's office was.

Once he was enough close for them to hear him, Blaze shouted to the two, "Good morning! Do you need help?"

To his surprise, both jumped in surprise, as if they had been caught doing something they shouldn't have. They scanned the area around them quickly, almost frantically, before they finally caught sight of him and relaxed slightly. 

Had somepony tried to rob them? This was getting stranger and stranger.

Blaze landed next to them, trying to mask his puzzlement with a charming smile and good humor. "Not many pegasi flying this early in the morning," he said, looking at their heavy bags and trying to sound as casual as he could. "Are you returning from a vacation?"

The two pegasi quickly looked at each other, still visibly nervous. Finally, the stallion spoke. "N-no. We are moving to Cloudsdale." The green pegasus's voice was timid and soft, but his voice grew stronger as he spoke. "But I'm afraid we are lost. It took all night to get here and I sprained my wing."

The pegasus raised his wing for emphasis, flinching despite how simple the motion was.

That helped to explain things. They wouldn't be the first ponies to forget that Cloudsdale constantly moved across the sky. With those heavy bags, it wasn't a surprise that they were exhausted, especially if they had been flying for the whole night trying to find the city.

"Well, let me help. I know my way around these parts." Blaze looked at the saddlebag on the ground next to the green pegasus, reaching to take it, "I can take you to the doctor's office to take a look at that wing."

He had just enough time to touch the handle of the bag with his hoof before the mare, who had been silent until now, quickly pulled the bag out of his reach.

"No!"

Blaze rose his head to look at her, this time without bothering to hide his puzzlement. She seemed to shrink, suddenly looking awkward and almost fearful as she clutched the bag close to her like it was the most precious thing in the world to her.

"I… I mean, we don't want to bother you." Her voice was even softer than the stallion's, and just looking at Rainbow Blaze seemed to be an effort. "We don't want to cause any trouble."

Well, these two were the most timid and shy pegasi he had ever met. Blaze sighed before putting on another smile. "It's not a problem at all." And also just common decency. What kind of pony wouldn't offer to help in this kind of situation?

"So please, just give me a bag to carry. I promise I will be careful with it."

The two pegasi looked at each other again before coming to a decision, hesitantly handing Rainbow Blaze a different bag to carry.

Maybe a passerby offering to help was just something they weren't accustomed to. Were they from Manehattan? Ponies there were more guarded than those here or in Ponyville.

After some more balancing with the bags, the three pegasi moved forward, Blaze leading the two towards Cloudsdale. As they walked, Blaze noticed how the stallion in particular looked at the numerous clouds of different shapes and sizes around them in what looked like awe. To Blaze, they weren’t anything out of the ordinary.

Then again, he had spent all his life working in a cloud factory. It was all just routine for him at this point.

"Do you like our clouds?" Blaze asked, in only to break what was quickly turning into awkward silence.

The green pegasus looked at him hesitantly again, but nodded. "They… look quite astonishing. Especially right now with the sunrise."

Blaze looked around them and admitted to himself that the other pegasus was right. The rays of the rising sun colored the clouds around them in varying hues of yellow and orange. The landscape, for a lack of a better word, around them looked very serene. He had never seen an actual desert with sand, but maybe it looked something like this.

A thought popped into his head, and he turned to look at the green pegasus, saying, "You said you were moving to Cloudsdale? Do you have a place to work in yet?"

The other pegasus blinked. After a moment of hesitation, he shook his head. "No. I hope we can find some." It was only now he seemed to wonder why Blaze had asked that, and he turned to the pegasus with a rainbow colored mane. "Do you know a place that needs workers?"

Blaze smiled as he saw the earnest hope in the other's voice. "I work in a cloud factory. One of our regulars just retired. I'm on my way back from his farewell party. It's not very exciting work, but if you like clouds, I'm sure you would enjoy it."

The green pegasus looked at the clouds around them again and smiled, nodding carefully. "Yes, I think I would." His smile brightened and he turned to look back at Blaze, "Thank you, um…"

The blue pegasus blinked before bursting out into laughter. "Oh right! We haven’t even introduced ourselves yet. I'm Rainbow Blaze."

"I'm Swirl Breeze." The green pegasus turned to point at the remaining pegasus walking behind them. "And this is my wife Rose Dust." She smiled at them both, nodding her head but not saying anything.

Now when the two strangers had turned into ordinary ponies with actual names, Blaze relaxed, letting all the odd things he noticed until now to slip from his mind. These two were a bit eccentric and shy, but that was all there was to it. He shouldn't have judged a book by its cover.

As the two stallions started talking with each other, Swirl carefully asking questions and Blaze earnestly answering them, Rose slowed her steps to put a little more distance between herself and them.

When she was certain that their friendly pegasus guide was too occupied to pay attention to  what was happening behind him, Rose carefully opened the bag Blaze had first offered to carry.

She had been forced to carefully lower it to  the ground a minute earlier so she could free her hooves and look at Swirl's wing. She inwardly scolded herself for doing the unthinkable and forgetting to look after the bag in those first few seconds of surprise when Blaze had suddenly arrived.

She glanced inside the bag and sighed in relief. The object of her worry was undisturbed. The small green cocoon was intact, safely tucked between cushioning bundles of clothing.

She placed her hoof on its shell, feeling its warmth and the steady rhythm of its occupant's heartbeat.

Assured that the tiny and helpless newborn entrusted to her care was safe, Rose closed the bag again and turned to look forward where her husband and the blue pegasus were still chatting. If Rainbow Blaze was any indication, Equestria was far more welcoming than they had dared to hope. This could actually work.

After they started to see buildings in the distance,  Rose finally relaxed, letting a smile cross her face. This city in clouds was a safe haven, peaceful and calm. They could live here and raise the newborn as their own, giving her a normal childhood.

She would never need to know who or what she really was, living her life as an ordinary pegasus.

Everypony would be safer that way.









It was shaping up to be a beautiful summer day in Ponyville. At least for Twilight Sparkle.

She walked down the street, dodging a pair of fillies eating ice cream as she made her way towards the town's post office.

The summer heat had emptied the streets, most ponies either staying indoors or going for a swim or a picnic or something like that. Twilight wasn't really an expert in such things. She was going to enjoy this peaceful summer day in her own way.

As in, getting the newest Daring Do book from the mail, along with sundry other books she had ordered from Canterlot, and spending all day indoors reading them. Maybe she could organize her library again while she was at it.

Starlight had left to visit her town and Spike was helping Rarity with her boutique in Canterlot, so Twilight had the entire castle for herself. Perfect time for some relaxing reading.

Twilight was about to jump up and clap her hooves together in anticipation of her upcoming day with her new books, but she blinked when she saw who was walking down the street a short distance away.

"Fluttershy!"

"Oh, good morning, Twilight!" Fluttershy smiled at her. "It sure is a beautiful day, isn't it?"

"It certainly is!" Twilight trotted closer with a smile, but it faded quickly when she remembered why she had been so surprised to see her friend. "I thought you were still in that meeting of Equestrian Society for the Preservation of Rare Creatures? Did it end early?"

Fluttershy's smile disappeared for a second before coming back again. "N-no. I just haven't been feeling very well in the last few days."

She frantically waved her hoof at Twilight before the unicorn had time to ask whether her friend was alright. "It's nothing serious! Maybe it's this heat or all those other ponies in the meeting. I just felt like I wanted to come back home a bit early."

Twilight looked at Fluttershy for a moment, but since she seemed to be perfectly well, the unicorn relaxed and smiled again. "Well, you should still visit a doctor just to be sure."

Fluttershy smiled back. "I'm sure it's nothing, but I will, if I'm still feeling tired tomorrow."

Twilight nodded, patting her friend on her back. "Alright, see you later then. Have a good day!"

The two friends waved at each other and then walked to their separate ways, Twilight heading towards the post office at the end of the street and Fluttershy to her cottage at the edge of Ponyville.

Five minutes later, Twilight eagerly stepped out the post office with her new books floating above her before promptly colliding with Rainbow Dash, who was entering the office at the same time.

After a moment of confusion, the two ponies managed to untangle themselves and stand back up, Twilight levitating the books that had been scattered all around the doorway back into air again.

"Hi Twilight! Didn't see you there!"

She didn't have time to even open her mouth to scold Dash for not being more careful before the pegasus plowed on. "Are you here for the new Daring Do book too?"

"She sure is," Applejack said from behind Dash, plucking said book from her face and straightening her hat. "Ah’ve said it a million times b’fore and Ah'm going to say it a million times more before you learn it, Rainbow Dash. Look before you leap."

"Come on, Applejack!" Rainbow grabbed the book from her friend's hooves and raised it up as if it were a sports cup she had just won in a competition, looking at it with the glee of a true fan. "I can't wait to read it!"

"Well, you’ll have to wait a moment longer. That is my copy." The book levitated itself out of Rainbow's hooves back to Twilight, who then pointed inside the post office with her hoof. "Yours is right there on the shelf. It wasn't hard to guess who else had ordered a copy."

Dash was inside the office and arguing with the clerk about cutting in front of the entire line before Twilight could get out another word, so she just shook her head.

Applejack chuckled. "At least she waited for the mail to deliver it instead of gettin' it herself, sugarcube."

Twilight rotated her books in the air, looking closely for any scratches as she replied, "she has to keep herself available in case the Wonderbolts need her."

"That's true." Applejack stretched her legs and stepped to the side with Twilight as another pony entered the post office. "Too bad Rarity and Fluttershy are out of town. It's a mighty fine day. We could have figured out somethin' to do together."

"Oh, Fluttershy came back today already. I just met her." Applejack raised an eyebrow at her,  so Twilight followed with, "She said that she hasn't been feeling very well."

Her friend’s expression scrunched into a frown, and Twilight rolled her eyes and elaborated further. "She looked fine and said she was just tired of crowds."

Applejack scratched her head, still not convinced. "Maybe Rainbow Dash and I should still go and see her, just to make sure."

Twilight nodded with a smile, gesturing inside the post office. "I'm sure she’ll want to tell Fluttershy how good the new book is."

She turned to walk away, but turned back to look at Applejack again. "I'm sure it's nothing, but let me know if she seems sick. That meeting has ponies from all across Equestria in it, so who knows what kind of flu she could have gotten."

Applejack nodded and waved to Twilight as she walked away, turning to step inside the post office.

Twilight was probably right and it was nothing, but Applejack couldn’t even remember whether Fluttershy had ever been sick before.









Fluttershy felt sick as she walked up the path leading to her cottage.

Well, not sick. She felt weak and vaguely hungry, or perhaps just thirsty. It was difficult to put the feeling into words. It had struck Fluttershy in the meeting and she somehow knew that getting back home and being with her animal friends would make her feel better.

She got all the way to her door before she noticed a box lying on her doorstep. A simple cardboard box, identical to those used by the mail service.

She looked around, but there was nopony in sight. She didn't remember ordering anything by mail, and the box was bereft of any postmarks or written addresses.

Fluttershy looked at the box for a moment longer before she  shrugged, opening the door and pushing the box inside with her.

Angel was immediately there to greet her, and he wasn't alone. The birds, mice, and seemingly the entire cottage came to greet Fluttershy.

"Oh, I'm so happy to see you all again! Did you miss me too?"

A chorus of chirps and hisses filled the room in agreement, and Fluttershy laughed aloud in a way she seldom did with other ponies. She was feeling better already!

How could anypony not feel good when being adored by such cute animals?

Fluttershy went to the kitchen to fill Angel's bowl with carrots and lettuce and then fed all the other animals who used her cottage or her backyard as their home.

It was only after doing her chores she remembered that box again. Fluttershy walked to it and lifted it onto the table, opening it carefully and looking inside.

The contents were not very exciting. All that the box contained was a small stone or gem of some sort. Fluttershy grabbed the gem and lifted it up, taking it in front of the window to see it better.

It was enough small for her to hold in her hooves, more like a small ball or pearl than a gem. It was completely black and devoid of any other discerning features, its surface smooth and cool to the touch.

Fluttershy turned the mysterious gem in her hooves, trying to figure out why anypony would send her something like this, or what possible purpose it could have. It wasn't even heavy enough to be a paperweight.

She decided to ask Rarity about this. She knew everything there was to know about...

Fluttershy fell to her knees, her hooves suddenly too weak to hold her weight.

She felt dizzy, and her vision blurred. The gemstone felt warm to hold, and for a moment, Fluttershy thought she saw it glowing with a sickly green light.

Before she could help it, the gemstone slipped from her hooves, falling down with her and rolling away across the floor.

Fluttershy tried to rise, but she screamed in shock when she looked at her own hooves, falling down again.

They were black and filled with holes, looking like burnt twigs.

But then she blinked and there was nothing wrong with her hooves. They were yellow and whole, completely normal. Fluttershy tapped them against the floor and sighed in relief when nothing felt wrong.

She must have been even more exhausted than she thought.

But the dizziness didn't go away. She was still hungry too. So hungry that it was hard to think.

No, not hungry.

Empty. Hollow. That was how this felt.

Her skin somehow felt wrong too, like she was wearing a costume that didn't properly fit her, breaking apart at the seams.

Fluttershy shuddered and tried to get rid of the disturbing mental image, but she was  distracted by a knock on the door.

Or maybe somepony had been knocking for a moment already because the sound was getting more insistent.

"You there, sugarcube? Are you alright?"

It was still difficult to think, but Fluttershy realized that Twilight must had told Applejack that she had come home early. Maybe she was worried about her too.

With a little willpower, Fluttershy rose up and shakily walked to the door, determined to prove to her friends that everything was alright and that there was no need to worry about her. She was just feeling a bit dizzy and exhausted.

She didn't notice the sparks of green flames following her steps, or how the color of her eyes had changed from their normal light blue to a deep emerald green.

> Chapter 2: Lost Friends
> --------------------------------------------------------------------------

"Excuse me, Princess!"

Twilight Sparkle sighed and lowered her hoof from the handle of her castle's door, turning around to face the speaker and setting her books down to the ground in an organized stack, alphabetically ordered from top to bottom, of course.

A grey, plain looking stallion Twilight had not seen before trotted up the stairs towards her, though his profession wasn't hard to guess from his mailpony uniform.

Before Twilight could ask what this was about, the stallion pulled out a letter from his mailbag and gave it to her. "Express mail to the Princess of Friendship."

Twilight looked at the letter, blinking in puzzlement when she saw the name of the sender.

It was from Fluttershy, dated yesterday and sent from the Smokey Mountains, where the meeting of Equestrian Society for the Preservation of Rare Creatures was held this year. What was this all about?

She looked up from the letter, her brow furrowed at the mailpony already walking down the stairs.

"I just came from the mail office. I thought mail was delivered to Ponyville every day on the morning train. How come this one wasn't with them?"

The mailpony blinked in surprise and turned back to look at her, but anypony who knew Twilight would have been more surprised if the alicorn hadn't known the daily schedules of more or less everything that went in and out of Ponyville.

He gathered his bearings quickly. "It slipped out of the bag. The conductor found it from the floor and passed it forward," he said, adjusting his collar nervously. "I wanted to make sure there weren’t  any more delays and came to deliver it personally. It was for a princess, after all."

Twilight nodded and smiled at the stallion to ease his worries. "It is alright, you don't need to worry. Thank you for your hard work."

The mailpony nodded, raising a hoof as if to salute Twilight, but quickly turned around and walked away instead.

Twilight watched him leave for a moment before turning her attention back to the letter, both the mailpony and her books forgotten. If Fluttershy had sent her a letter from the meeting before she left, why hadn't she mentioned it?

She quickly opened the envelope and started reading the letter.

"Dear Twilight, the meeting is going wonderfully! I met Tree Hugger again and..."

The further she read, the more Twilight's frown deepened. It took her only a moment to read through the short letter.

In short, Fluttershy wrote that the meeting was going even better than she had hoped. She was going to stay there studying the animals for another week and wanted Twilight to tell everypony about it so they wouldn't worry.

But this was strange. Fluttershy in the letter sounded energetic and happy, a complete opposite from the exhausted pegasus Twilight had met today.

If something had happened in the meeting last night, something drastic enough to make the nature-loving pegasus come back immediately, why hadn't she said anything about it?

Applejack's words from earlier came back to Twilight and she frowned. This whole situation just felt wrong. Fluttershy was the last pony who would hide something from her friends.

Or was she just worrying over nothing? Twilight tried to think how the events could have unfolded.

Fluttershy could have felt sick during the night and decided to come back this morning. In her hurry, it wasn't unfeasible that she had simply forgotten the letter or at least to mention it.

Since the discrepancy between the letter and Fluttershy's behavior today could have a perfectly mundane and normal explanation, was there really any need to worry?

But no matter how much Twilight tried to assure herself that everything was alright, she couldn't. The situation just felt too odd to ignore.

She gave one longing look at the books next to her before shaking her head with a faint smile.

Fluttershy was her friend. The new books could wait. It was best to visit Fluttershy herself and make sure that the pegasus was alright.










"Are you sure you’re alright?"

Rainbow Dash hovered a foot or two from the ground, still holding her new book in her hooves. Applejack stood next to her, both looking at Fluttershy as she stood in her  doorway.

At first, Dash had not really understood what exactly they were doing here, especially when she had some very pressing things to attend to, like the book in her hooves.

But now when she looked at Fluttershy, she was starting to understand why Applejack had been so insistent for them to make a visit.

The yellow pegasus looked back at them with a smile so forced, it made Dash feel uncomfortable. Fluttershy looked completely exhausted, so much so that she was having hard time even keeping her eyes focused on them.

She looked like she had drank too much cider, but Dash knew that Fluttershy never drank cider. At least, not the kind that could get a pony drunk.

"Yes, I'm alright. Sorry. I'm just exhausted."

Dash and Applejack shared another look with each other.

"I'm sorry for sayin' this, but you don't look alright, Fluttershy." Applejack gave her friend a warm smile, gesturing with her hoof inside the cottage. "Can we come inside? Startin' to feel weird just standing in the doorway like this."

Fluttershy stared at Applejack's hoof just a moment longer, enough to feel uncomfortable, before nodding. "Oh, of course. I’ll make some tea."

Dash and Applejack followed as the yellow pegasus turned around and walked back inside, sharing another worried look with each other. Something was definitely wrong here.

They sat down as Fluttershy disappeared into the kitchen and looked around the room. Everything looked normal at least, but as the yellow pegasus walked back with three teacups on a tray, Rainbow Dash had to ask.

"Um… is one of your animals hurt or something? We kinda heard a scream through the door."

Fluttershy looked startled for second at the prospect of her animals being injured but quickly relaxed, smiling as she lowered the tray down on the table. "Oh no, that was me."

Seeing as how both of her friends were now staring at her without even trying to look unsurprised, the yellow pegasus waved her hoof at them to calm them down.

"It was nothing! There was this strange gemstone I got from the mail and I was just so tired that…"

At first, Fluttershy couldn't understand why both Rainbow Dash and Applejack stared at her with open mouths and wide eyes.

Then, she lowered her gaze to look at her raised hoof.

Which was black and filled with holes all the way to her knee, where there was a ring of emerald flames surrounding it, her normal yellow fur starting on the other side.


"Again? I must really be ti…"

Fluttershy's sentence trailed off as she raised her head to look at her friends, finally remembering where she had seen limbs like this before.

But she didn't know what her friends saw.

Applejack and Rainbow Dash looked how Fluttershy… no, a thing they had thought was Fluttershy was literally trailing smoke. Her eyes turned green, and sparks of emerald flames erupted into a ring around her.

What made it even more disturbing was how Fluttershy’s face just felt wrong, like those dolls that looked so lifelike that they became outright creepy. Her features were blurry and almost transparent, like they could morph into another shape at any moment.

It was like something was just wearing Fluttershy's face, and the mask was just now breaking apart, showing glimpses of something monstrous behind it.

That was finally the thought that broke Rainbow Dash out of her shock.

"A changeling! Get it!"

Rainbow Dash was in air and charging towards Fluttershy before the former pegasus even had time to understand the words her friend had just shouted.

A seasoned warrior wouldn't have been able to react fast enough. Those of great experience and prodigal talent in magic like Twilight or Starlight Glimmer could have maybe been able to cast a some sort of protective spell in the split second of time it took Rainbow Dash to close the distance from across the room.

Fluttershy had neither. Even somepony like Rarity, who designed dresses for a living, could have easily bested her in any kind of fight.

Even if the yellow pegasus possessed the necessary ability, she would never have knowingly hurt anypony.

Least of all Rainbow Dash, her oldest and closest friend.

Yet, when Rainbow Dash's hoof was only inches from her face and about to slam her head against the wall behind them, something inside Fluttershy surged to the surface.

An instinct, as natural as swatting a fly or pulling a hoof from boiling water.

Afterwards, when Fluttershy returned to that moment in her thoughts, what scared her the most wasn't the expressions of shock, revulsion, and terror on the faces of her friends.

It was that just for a blink of an eye, she didn't see her friends Rainbow Dash and Applejack.

She saw enemies who meant her harm.

No, not enemies.

Prey.

Just before Rainbow Dash's punch connected, the changeling's horn flashed with a green light, and the cyan pegasus was sent flying back as if a manticore had just smacked her.

Applejack had just enough time to jump up and catch her friend before Rainbow Dash hit the wall, grunting as her own back slammed against the wooden surface instead.

But the Element of Honesty had been through a lot worse in her life. Applejack could have kicked her way through that same wall if there had been a need for it. All she got from the impact was a bruise.

As she dropped back down on the floor, Applejack was also relieved to see that Rainbow Dash was fine too. No pony could have yelled that many curses and insults so loudly if they weren’t fine.

Applejack also knew her way around in a fight better than any of her friends, so she immediately returned her attention to the changeling, preparing to jump to the side in case of another attack.

What she saw was the changeling staring at her with a dumbfounded expression before it fell over onto its side, accompanied by a thud as its head hit the floor.

Applejack waited for a moment, but when it became obvious that this wasn't a feint, she walked closer to look at the thing.

It still looked somewhat like Fluttershy, even though it was clearly a changeling. It had wings and a horn, all with holes in them just like its legs. It was about the same size as the average pony too, but the pale yellow mane and tail reminded Applejack more of Chrysalis.

What in the hay was this thing? Some new kind of changeling?

"Cloudsdale to Applejack? You can let go of me now!"

"Oh, sorry about that."

Applejack released Rainbow Dash and soon they both were standing in front of the changeling still lying on the floor, trying to figure out what to do next.

Even when it was unconscious, the thing looked creepy. Its appearance was just eerily similar enough to Fluttershy's to be unsettling. Even unconscious, its limbs twitched every few seconds.

While Applejack was worried about what all this meant, Rainbow Dash was seething with anger.

This... thing had done something to Fluttershy! Even when knocked out, it still dared to look like her!

She would make it wake up right now! It better to tell her where Fluttershy was or she would...!

"We should tie it up and get Twilight in here. She’ll know what to do."

Rainbow Dash looked up at Applejack and took a deep breath. They didn't have time for any of that! They had to find Fluttershy now before it was too late!

She was just about to shout all that to her friend's face, but Applejack gave her a calm, determined look, the one she always used when she wanted to stop Rainbow Dash from doing something the pegasus would later regret.

"I'm worried about Fluttershy too. But we need a plan. We have no idea where she is, or whether this is the only changeling runnin' around. We were mighty lucky that this one messed up its act."

Applejack was right, as much as Rainbow Dash hated to admit it. Slowly, she felt the anger drain out of her, quickly replaced by a tight feeling in her chest.

Rainbow Dash looked down at the changeling again and tapped its head with her hoof, getting no response. It had looked really creepy just before blasting her, but now it looked fragile somehow, almost as if it would fall to pieces like a pile of twigs if the cyan pegasus kicked it hard enough,.

She thought over again what had happened during the brief fight and something occurred to her. "I don't think the ‘playing sick’ thing was an act. That blast was really weak and it fainted right after throwing it."

Applejack looked back at Rainbow Dash and nodded, but before they had a chance to take that line of thought any further, a shape appeared in the doorway.

They tensed when they saw it had both wings and a horn, but a closer inspection revealed who it was, and they relaxed.

"Hey girls! The door was ope..."

Twilight's sentence trailed off as she looked at them, then at the unconscious changeling on the floor, and then back at them.

She blinked in sheer surprise. "I was so looking forward to reading those new books today..."

> Chapter 3: Honest Lies
> --------------------------------------------------------------------------

It didn't take long for Rainbow Dash and Applejack to explain to Twilight about what had happened in the cottage, nor for the alicorn to tell them about the letter.

Once they were all caught up, Applejack asked aloud the question on all of their minds.

"So, what's next?"

Twilight stood in front of the unconscious changeling, making a mental note of its strange appearance. In other circumstances, she would have loved to study it and find out as much about changelings as she could. Equestria still knew practically nothing about changelings besides their abilities.

But even if this changeling was working alone, Twilight didn't see any possibility other than nefarious intent as motivation for impersonating Fluttershy.

Even after everything that had happened during her brother's wedding, Twilight had hoped that the next time she met changelings, it wouldn't be as enemies. That there would be room for negotiation and peace.

That they would be proven to be something other than enemies bent on destruction of Equestria.

Twilight sighed and shook her head, returning to the present. She had already formulated a plan that she saw as the most logical course of action to take in this situation.

"Rainbow Dash. The real Fluttershy should still be in the meeting. You can get to Smoky Mountains faster than anypony else. Find her and make sure she is safe."

The cyan pegasus nodded with a determined look on her face as Twilight turned towards Applejack next.

"Applejack, you stay here and guard the changeling. We can't just carry it out in the open. It would cause panic and alarm any other possible changelings in Ponyville."

The apple farmer nodded, turning her head to look at the changeling again and then around the room, hoping to find rope or something else to tie their prisoner with as Twilight finished.

"I will return to the castle and get my books. I'm sure I can find some spells that can contain the changeling and its magic, at least temporarily. That will give us time to come up with a more permanent solution."

Rainbow Dash didn't even wait for Twilight to finish her sentence before she exploded out of the cottage, turning up to take some altitude and then quickly disappearing into the sky as she started her long journey towards the distant mountains in the west.

Meanwhile, Applejack had found some rope from a closet and started tying together the changeling's legs and wings.

Twilight looked around the room one last time to make sure that she hadn't missed anything before turning  around and walking towards the door.

But then, she realized that they were possibly against an unknown number of changelings with equally unknown plans and turned back to look at Applejack.

"Don't open the door for anypony else but me. This changeling might be working alone, but if it isn't..."

Twilight felt a shiver go up her spine at the thought of possibly anypony in the street being a changeling in disguise, watching, observing, waiting for an opportunity to take her away and wrap her in some slimy cocoon...

"How’ll I know it's really you? These things can look like anypony."

Applejack's question fortunately broke Twilight's reverie and after a moment of thought she nodded.

"You're right. We need something…like a password?"

The earth pony nodded as she tightened the last knot around the changeling's legs. "Sounds good to me. What’ll it be?"

That was a good question. It would need to be something only her friends would know.

Her thoughts returned back to the wedding in Canterlot when they had first seen the changelings, and she got an idea from there.

"When I come back, ask me what B.B.B.F.F means."

Applejack smiled and nodded again. That was certainly something only Twilight's friends and family would know about. "Will do."

Twilight returned her friend's smile with one of her own, a facade she hoped would hide the growing uncertainty she felt, and walked out of the cottage, closing the door behind her.

As she walked down the path, Twilight couldn't help but think that this couldn't have happened at a worse time. Rarity, Spike, and Starlight were all out of Ponyville. Without her dragon assistant, Twilight had no quick way to inform anypony about what was happening.

Hopefully she could at least find Pinkie Pie and…

Twilight was so deep in thought that she barely even noticed the mailpony who had delivered Fluttershy's letter to her earlier as they passed each other on the road.

The mailpony didn't slow his stride as the Princess of Friendship went past him, set on his path towards Fluttershy's cottage.









When she regained consciousness, Fluttershy couldn't remember where she was.

All she knew was that it felt like her head was about to burst. Sharp flashes of pain kept hammering her head as she groggily opened her eyes.

Black dots filled her vision as she tried to understand where she was. She was lying on a wooden floor. After a few seconds, she realized that she was in the living room of her own cottage.

Had she fainted? What had happened?

Her limbs felt sore and as she tried to move, she realized that she couldn't. Both her legs and wings refused to move, the latter tightly pressed against each other. Even her head felt heavy, like it had some extra weight on it.

Fluttershy started to panic, but then, at the edge of her vision, she saw somepony sitting in a chair next to her looking out of the window.

She smiled as she recognized who it was. There was no way of mistaking that hat for anypony else!

"Applejack!"

Fluttershy's words stuck to her throat as the apple farmer turned to look at her with a look that looked so angry and hostile, it made her want to cry.

"Don't even try. You ain't talkin' your way out of this one, changeling."

Fluttershy could only stare at Applejack, hearing her words but not really understanding what her friend was saying.

As Applejack turned to look out of the window again without saying another word, Fluttershy was left staring at her in shock, not understanding why her friend was acting like she was a…

...monster.

Very slowly, Fluttershy started remembering. At first she couldn't believe it, but then she turned her gaze up and saw the horn coming out of her forehead.

She stared at it for another moment before turning her head to look at her legs, fearful of what she would see.

As Fluttershy looked at herself, a tightness formed in her throat and she found it hard to breathe.

She shook her head in denial of what she saw, tears rolling down her cheeks.

This had to be a nightmare.

This couldn't really be happening.

But there was no denying it. No matter how much she stared at her limbs, black and filled with holes, they refused to turn back to what she knew they really looked like.

She was a monster.

Fluttershy let out a weak whimper, which then quickly turned to a sob.

The changeling known as Fluttershy cried, her entire body trembling, her wings pathetically twitching in their restraints as she tried to cover her face with them. When that didn't work, she just turned her face against the floor.

It was all Applejack could do to stare out of the window and keep her expression emotionless.

She knew this was an act. A cruel trick to fool her into feeling sympathy by using Fluttershy's voice and what little resemblance the changeling had left of her face.

Even so, it hurt Applejack's heart to ignore somepony crying in what all her instincts told was genuine sadness and despair.

It was probably because Applejack was trying so hard to ignore everything besides what she saw through the window that she failed to notice they were no longer alone together in the room.

Fluttershy felt something tap against her cheek. She turned her head and saw a squirrel, looking at her with sadness in its eyes, chirping at her, and asking why she was crying.

The changeling blinked as the cottage seemed to come alive with the movement of her friends.

Applejack stared with an open mouth as animals started appearing from the nooks and crannies around the room, some birds flying in from the outside to stand on the windowsill.

Fluttershy's sadness was overcome by surprise as she looked at all her animal friends. Applejack couldn't understand what they were saying, but she could.

None of them were commenting her appearance. They were all either asking why she was so sad or how they could help.

It took a moment for it to sink in.

All of them still saw her as Fluttershy.

She was still trying to process that when Applejack saw how one of the squirrels was staring at the ropes the apple farmer had tied around the changeling and moved to chew at them.

"Stop!"

The animals ran away as Applejack's hooves hit the wooden floor and the earth pony walked to Fluttershy.

"What in tarnation do you think you're doing?"

Applejack's hoof slammed down on the floor to drive away even the most stubborn animals from the changeling.

So, that had been its plan. Using Fluttershy's animals to escape. Was the changeling mind controlling the animals like Chrysalis had done to Shining Armor and Cadance's bridesmaids?

A bunch of critters couldn't hope to do anything to her, but Applejack wasn't about to start beating up small animals.

"Can't you see that this ain't Fluttershy?" She pointed her hoof at the changeling's horn, the transparent wings, and the black limbs. "I'm sorry, but this changeling ain't moving an inch until Twilight gets here."

Fluttershy blinked at the mention of the alicorn and then her eyes widened as she remembered properly what had happened just before she had fainted.

"Is Rainbow Dash alright?!"

Applejack looked down at the changeling, keeping her expression stern.

"Dash is alright and on her way to Fluttershy right now." The apple farmer poked the changeling's chest with her hoof. "So, you can drop the act, ain't nopony here for you to fool."

The apple farmer turned to look around the room at the animals, who were keeping some distance away, but refusing to leave entirely, before she turned to look at the changeling again.

"I'm sorry, but if you don't stop trying to make these animals to do your dirty work, I'm going to knock you out."

Just to emphasize her point, Applejack pressed her hoof against the wooden floor hard enough for it to crack, making a mental reminder for herself to fix the floor and apologize to Fluttershy when this whole mess was over.

"And I'll do the same if you try any other tricks too."

Fluttershy first looked at Applejack's uncompromising expression and then at her friends. She didn't need even think about what to do.

The changeling shook her head to all the animals in the room, saying aloud. "I'm alright, you don't need to worry about me."

Reluctantly, the animals left the room, leaving the pony and the changeling alone with each other again.

Applejack turned away and returned to her chair, but Fluttershy was no longer crying. She felt newfound strength inside herself and dared to hope that she had found a way out of this nightmare.

She was still Fluttershy. Her animal friends had known that. They didn't care how she looked.

And she knew that she was Fluttershy. Nothing else mattered, right?

All she needed to do was to convince her friends of it as well.

"Applejack, please listen to me."

The apple farmer sighed and turned to look at the changeling again, who awkwardly wiped her tears away before looking at Applejack and sitting up as much as she could with her legs tied together.

Applejack stared into those yellow eyes and despite herself, she was taken aback by how determined the changeling suddenly looked. The apple farmer didn't say anything, waiting for the changeling to say whatever it was going to.

Fluttershy took a deep breath and then started to speak.

"When we went to stop the Nightmare Moon, the manticore we met in the forest had a splinter stuck in its paw. When we met Zecora for the first time and thought she cursed us, you became tiny and my voice changed."

Her friend kept staring at her with the same guarded expression, but Fluttershy could tell that Applejack was looking a bit less certain about herself now.

At least, that was what Fluttershy wanted to believe as she continued.

"Pinkie Pie has a secret cellar where she plans her parties. I was the one who got out first when we were prisoners in Starlight's town."

This went on for a few minutes, Applejack's expression gradually changing from stern determination to puzzlement. She was still suspicious, but this changeling was unnervingly well informed.

Finally, the apple farmer waved her hoof at the changeling to make her stop.

"Alright. You know things, I’ll give you that much, but I still ain't buying any of this. My friend is no changeling and she would never try to blast Rainbow Dash through a wall."

Before Fluttershy could answer, Applejack continued, growing more determined with each word.

"We have the letter from the real Fluttershy too."

After blinking in surprise, Fluttershy frowned at the mention of the letter, not knowing what her friend was talking about.

Unfortunately, Applejack interpreted that as her having found something the changeling couldn't explain away.

"Didn't know about that, did you? So good try, but you ain't fooling me."

Fluttershy felt her heart sink, but tried to calm herself down. She didn't know anything about any letter, so she couldn't explain it. She just had to stick with the truth and hope for the best, that was her only option.

"Applejack, I swear I didn't send a letter! I don't know why I look like..." Fluttershy looked at herself and then at her friend, "...like this! It must be some sort of spell! Please believe me!"

The apple farmer was silent for a moment and then sighed. "If… if you really were Fluttershy and believed that, then you must know that best you can do is to wait for Twilight, right? If it's a spell, she’ll figure it out."

Fluttershy sighed in relief, happy that she had at least made some process. And Applejack was right. So she just nodded. "Yes, I know. I'm not going to try to escape, don't worry."

Applejack looked at the changeling for a moment longer and then sighed, shaking her head.

“It’s not like you could escape even if you tried.”

The Element of Honesty wasn't sure what she thought anymore. For a moment there, she had almost believed the changeling.

She couldn't deny that the best way this could turn out was if this was just a spell somehow accidentally cast on Fluttershy while she was at the meeting.

So, Applejack felt no shame in sincerely hoping that was the case and that this changeling that looked like Fluttershy was the real Fluttershy she knew, just with some magical makeup.

And that there were no real changelings involved in any way.

That hope was almost immediately dashed when the cottage's door was suddenly blasted off its hinges in a flash of green fire and dozens of changelings charged into the room, heading straight towards Applejack.




> Chapter 4: Surprise Reveal
> --------------------------------------------------------------------------

Both Applejack and Fluttershy were taken completely by surprise by the sudden attack, neither able to react in time.

Fluttershy could only stare in horror as three changelings collided with her friend, knocking all four into the next room in a messy pile of hooves, horns, and wings.

Two other changelings landed in front of Fluttershy, looking at her with their expressionless, almost alien faces as the rest of the changelings charged after Applejack.

Eight to one weren't terribly fair odds, but by the way one of the attackers flew back into the living room and slammed against a wall before falling limply to the floor, they were apparently good enough for Applejack.

Fluttershy tried to move away despite her trembling when the two changelings who weren't taking part in the brawl stepped closer. Since she was still tied up, the best she could do was to crawl away until her back was against the closest wall.

Her eyes darted from one changeling to the other. Despite her panic, she noticed that one of them was wearing armor of some sort, a helmet and a breastplate.

The helmeted changeling pulled her down to the floor and kept her down with its hooves as the other opened its mouth and leaned closer, revealing its sharp fangs.

Fluttershy closed her eyes, expecting the pain of being bitten.

Instead, her legs were suddenly freed from their bindings.

She opened her eyes in surprise, staring at the two changelings as the one who had freed her spat a broken piece of rope from its mouth before biting down on the rope holding her wings together, tearing it apart as well.

Fluttershy was pulled back to her hooves, too dumbfounded to resist.

She looked at the changelings on either side of her, unsure whether they were holding her up or preventing her from trying to escape. Maybe both.

Finally, she managed to stutter out the question in her mind. "What… what do you want?"

The two changelings looked at each other. Neither spoke, but Fluttershy saw how the first changeling raised an eyebrow at the one with the helmet, who then turned to look at her and simply shook its head.

The two changelings led the still confused Fluttershy towards the open doorway, but the sound of what she knew was her kitchen table being broken in two jolted her out of her shock.

Applejack was still in there, fighting!

Fluttershy turned to look at the helmeted changeling, practically screaming at him. "Stop! Don't hurt her!"

To her surprise, the changeling visibly flinched at her words, turning towards the kitchen where the brawl showed no signs of stopping and saying in a loud, clear voice, "We have her, time to leave."

Even in the midst of all her confusion and surprise, Fluttershy was surprised when the changeling spoke, or rather, how he spoke. She had expected him to sound scarier, maybe with the same kind of strange reverberation Chrysalis had in her voice.

Instead, the changeling's voice was no different from that of a regular pony.

Come to think of it, this was the first time she had even heard a changeling speaking besides Chrysalis.

In response to their commander's words, the changelings fighting Applejack moved back, smoothly disengaging from the brawl. Fluttershy looked at her kitchen, ignoring the broken furniture, the safety of her friend her only concern.

Applejack had backed herself into a corner so none of her attackers could get behind her, standing there with the remaining changelings keeping a respectful distance away from her around the room.

Applejack's mane was disheveled and she had some bruises and scratches, but she was otherwise uninjured. The only real casualty of the fight was Applejack's hat, torn in two and lying forgotten on the floor.

Two changelings pulled themselves up from the floor and a third climbed out from a pile of junk that previously had been a cupboard. It felt like the fight had been fairly even before it stopped.

Fluttershy sighed in relief when she saw that her friend was alright, but then, she saw how Applejack was looking at her.

Her friend's expression was stern and uncompromising, not showing even a flicker of the sympathy or doubt that had been there before. It was like she was just another changeling to Applejack.

Fluttershy gasped as she realized how all this looked. Here she was, standing on her own four hooves, freed by the changelings who had attacked Applejack. The two changelings who had freed her had now taken a step forward so that they were halfway between Fluttershy and her kitchen. It looked like they were protecting her from the earth pony, ready to step in if Applejack tried anything.

Fluttershy felt like her limbs were going to give out again as her heart sunk.

How could her friend ever believe her now? How could she even hope to convince Applejack that she wasn't a changeling spy?

Tears fell down her cheeks again as Fluttershy felt like she had just lost her friend for good, the situation just too much for her to cope with. She tried to speak, but no words came out of her mouth, just raspy breaths.

The changelings started leading Fluttershy out of the cottage, helping up and taking those injured in the fight with them. Those closer to Applejack kept their eyes on her as they backed out slowly, clearly ready to fight in case the earth pony tried to stop them from leaving.

Applejack clenched her teeth in aggravation, taking a step forward with every step the changelings took away from her.

The apple farmer wanted to stop them. But just holding out on her own against this many changelings had been tricky. She didn't like her chances if she tried to go on the offensive.

Applejack also wagered that if she tried to knock out and capture only one of them, the rest would swarm over her as one, which might be too much for even her strength to handle.

"Fine!" Applejack poured every bit of her frustration into her voice, yelling to the retreating changelings. "Get out! All of you! And don't you dare come back to Ponyville again!"

Fluttershy tried weakly to free herself, but she had no strength or willpower left to fight as the changelings carried her into the air.

Applejack galloped out of the cottage, her gaze following the changelings flying towards the Everfree Forest as she yelled after them, "And Celestia help y'all if you’ve done somethin' to Fluttershy!"

Fluttershy meekly turned her head to look at her friend as they got farther and farther away, unable to bring herself to speak even if she had known what to say.

Applejack stared at the changelings until they had disappeared among the trees of the forest.

Then, she turned around and started running towards Ponyville.









Twilight ignored the curious glances from everypony she passed as she ran through Ponyville's streets. She was carrying saddlebags filled with those few books she thought could help with containing the changeling, but she could figure out the specific spells once she was back at the cottage.

Applejack could take care of herself better than most, but Twilight still didn't want her friend alone with the changeling any longer than necessary.

"Hi, Twilight! Isn't this just the most splendidtastic day ever?"

Twilight dug her hooves into the ground to stop herself from colliding with Pinkie Pie as her friend literally bounced from around the corner in front of her. Twilight's relief at finding her friend so easily was clear from her voice. "Pinkie Pie!"

"Twilight Sparkle!" Pinkie looked at Twilight expectedly for a moment and then tilted her head. "Or was I supposed to yell somepony else's name?"

Before Twilight could say another word, Pinkie stuck her hoof on Twilight's mouth to stop her from speaking.

"Don't tell me! I can guess it! Should it rhyme with the previous name?"

Twilight blinked and pushed her friend's hoof away, shaking her head. "No! Pinkie, this isn't the time for games!"

Twilight opened her mouth to explain the situation, but then realized she had no idea how to do so. How could she explain everything that had happened in one or two sentences without making it sound  either nonsensical or like a joke, even to somepony like Pinkie Pie?

"We aren't fillies anymore, silly! We don't have to go to school! We can play and have parties whenever we want!"

Twilight sighed and closed her eyes as she rested her hoof against her forehead, trying to come up with how she could convince Pinkie of the seriousness of the situation in just a few words.

Pinkie had meanwhile started humming to herself as she bounced in a circle around Twilight, apparently feeling as energetic as ever.

Finally, Twilight sighed and shook her head again. "I don't have time to explain, but we need to go to Fluttershy's cottage! Applejack needs our help!"

Pinkie stopped her bouncing and slowly floated to the ground with a thoughtful frown on her face.

It wasn’t long before her face split open with another wide grin. "Ooh, ooh! I know! Applejack was taking care of Fluttershy's animal friends! Then, one of them ate her hat and now she feels super awkward without it!"

Despite knowing Pinkie Pie for years and fully aware that asking for an explanation would most likely only raise more questions, Twilight couldn't resist.

"How in the world did you think this had anything to do with Applejack's hat?"

Pinkie rolled her eyes and snorted. "Well, duh! She’s running towards us without it right now!"

Twilight stared at Pinkie as she started waving her hoof in the air and looking over Twilight's shoulder.

"Hi, Applejack! Don't worry, we'll get you a new hat! I'm pretty sure you have a closet filled with them in your house!"

Twilight turned around to see Applejack slowing down as she reached them. Her hat was missing and she looked like somepony had galloped right over her.

Something had gone wrong. Had the changeling managed to escape somehow? Twilight could just barely keep her rising worry out of her voice.

"Applejack? What happened? Are you alright?"

Applejack shook her head and gave Twilight a weak smile. "Don't worry, sugarcube. I'm alright, just little roughed up." She sighed, her expression sobering. "The changeling got away though. A whole bunch of them came right out of nowhere. Some kept me busy while others freed it and then they all ran off."

Twilight felt a quiver in her stomach when she heard Applejack's words. This wasn't just a single changeling, but a group. What could they be after? What did all this mean?

"Where did they go?"

Both Twilight and Applejack looked at Pinkie Pie, who had stopped smiling the moment she had heard the word "changeling" and now looked just as serious as her friends did.

Twilight turned to look at Applejack, who shrugged in response, raising her hoof to straighten her hat out of habit before realizing she didn't have one.

"To the Everfree Forest, which means we won't find them anytime soon."

Twilight nodded, knowing fully well that Applejack was right. Everfree was massive, uncharted, and dangerous. They could ask for Zecora's help, but that was about it.

She looked at Pinkie Pie and Applejack and took a deep breath, calming herself down.

"Let's go to the castle. We need to come up with a plan."

It couldn't be helped. They had to act as well as they could based on the information they currently had. Rushing into the forest after the changelings wasn't going to solve anything.

Twilight just couldn't shake off the feeling that letting the changeling who had impersonated Fluttershy get away meant that something was going to go horribly wrong soon.









Fluttershy's hooves gently touched the ground and after the two changelings carrying her released their hold on her, she looked around at where they had arrived.

The ground was uneven with sprawling, knobby roots and dead leaves, the dense thicket making it difficult to tell what she was even standing on. They had been flying for what felt like hours, deeper and deeper into the forest, and it showed. Fluttershy wasn't sure if ponies ever ventured this deep into Everfree.

Fluttershy looked up at the thick canopy overhead, which barely allowed any sunlight in. The massive, ancient trees were so close to each other that it felt like they were in some sort of cramped maze instead of a forest.

She looked at the changelings sitting down or leaning against the trees, apparently taking a break. One even walked to a bush on the side and started gathering berries of some sort from it, throwing them into its mouth whenever it filled its hoof with them.

Fluttershy turned her head towards another changeling, who drank from what looked like a completely normal water bottle before passing it to another changeling next to it who did the same.

Slowly, the fear she had felt earlier ebbed away. They hadn't hurt her and, after staring at the changelings during their way here, she had gotten a bit more used to their appearance.

Seeing them eating, drinking, and resting when tired helped too. It made them feel less like monsters and more like ponies, giving her more courage.

Fluttershy was still nervous and her stomach clenched whenever she thought about Applejack and the way how her friend had looked at her.

Which was probably why Fluttershy found herself so eager to push what had happened earlier to the back of her mind, concentrating to her current situation instead.

She immediately admitted how weird it was to be surrounded by changelings like this. Or rather how they mostly ignored her. None of them had talked during the flight, but she was starting to see that it was by choice.

Some of the changelings glanced at each other or occasionally shook their heads in response to a gesture. She could swear that she had even caught a few whispering to each other once or twice.

But whenever the changelings noticed they were under scrutiny, they stopped and either looked the other way or ignored Fluttershy completely.

They could speak. It just felt like they weren't willing to talk within earshot of her. Fluttershy looked at her own hooves, black and filled with holes, and wondered why.

Somehow, staring at her own hooves while they looked so wrong disturbed her much less than it had an hour ago. Either she was getting used to it or she was still in shock, not really understanding what she saw and all its implications.

She still didn't know what any of this meant, but maybe she would find some answers at the end of this.

There was a sound, and Fluttershy lifted her head and looked to her left. One of the changelings was lying down on the ground on its side, panting. The sound she had heard had been a grunt of pain.

No matter how mentally exhausted and shocked she was, Fluttershy could have never ignored that.

She walked to the changeling before she even realized she was doing so. As she got closer, the changeling glanced up at her and suddenly looked very nervous, trying to rise up to stand and failing miserably.

Fluttershy looked down at the changeling, gently lifting its wing up from covering the side of its stomach before it had time to object. What she saw made her cringe.

"Oh no, you poor thing..."

There was a nasty bruise forming, visible even through the extremely dark skin. Every time the changeling used its wing on that side must have caused a spike of pain and made the injury worse.

Fluttershy already saw in her imagination how Applejack's hoof had slammed into the changeling during the fight in the cottage. Most ponies didn't know it, but Applejack always held back her strength when she was fighting against other ponies or anything else of her own size. For their own safety.

In the midst of the fighting, her control must have slipped for a moment and this kick had been a bit stronger than intended. Or Applejack simply didn't know how much strength it was safe to use against a changeling.

This close, Fluttershy could tell that this changeling was younger than others, maybe not even a fully grown adult. She knew that Applejack had been fighting in self-defense, but Fluttershy still felt bad for this changeling.

She looked at the changeling nervously glancing back at her and sighed.

"Why didn't you tell anypony that you were hurt? It must have hurt an awful lot to fly all the way here."

The young changeling looked even more nervous now when it had been directly spoken to and gulped, finally stuttering out with a voice that reminded Fluttershy of an adolescent stallion.

"I...I didn't want to slow us down, my q..." The young changeling suddenly snapped its mouth shut and looked down at the ground as if he had been caught doing something bad.

Before Fluttershy could make sense of the young changeling's reaction, there was a clank of metal on her side, the helmeted changeling stepping next to them and not looking pleased.

To the surprise of them both, Fluttershy just calmly turned to look at the changeling, not backing down in the slightest.

Instead, she pointed her hoof down at the changeling on the ground, her voice firm. "This colt is injured, and flying all the way here has only made it worse. He shouldn't fly at all before being properly treated and it would be the best for him not having to even rise up for a while."

The helmeted changeling stared at Fluttershy for a brief moment, not sure what to do in the face of this sudden determination.

Had there been anypony present who actually knew the Element of Kindness, they could have told the changeling that Fluttershy rarely put up any fight when it came to herself, but could turn unyielding as steel when it came to well-being of anypony else.

As it was, the helmeted changeling tried to come up with a way how to solve this situation without violating his orders of not directly speaking to Fluttershy before they arrived at their destination.

Finally, he glanced down at the younger changeling on the ground and said aloud so all of them could hear his words. "Chitin, no need to rise up. We will carry you the rest of the way."

The young changeling glanced up at both of them and then nodded, raising his hoof in a weak salute. "Yes, First Captain. I'm sorry."

Fluttershy followed the exchange, raising a curious eyebrow at the last part. The young changeling, Chitin, had referred the helmeted changeling by his rank, but the way Chitin had said it made it sound like it was his actual name.

Fluttershy added that to the growing pile of questions she had in her mind and smiled to the young changeling, patting his head with her hoof out of habit like she would have done to any colt who had hurt himself when playing with his friends.

"Don't worry. Everything will be alright."

Chitin didn't respond, instead looking at the ground like his own hooves were the most interesting thing in the world.

Fluttershy couldn't help but to find that cute, the reaction reminding her of how Rainbow Dash always looked when Fluttershy hugged her.

Somepony chuckled aloud and only when she saw that every single changeling present was suddenly staring at her, Fluttershy realized that it had been her.

She looked at them timidly, feeling her face heat up, and just turned to look at the forest.The changelings did the same or pretended that they hadn't noticed the unexpected sound in the first place.

Soon enough, First Captain gestured for them to to continue, although this time, no changelings came to take hold of Fluttershy, which she took as a good sign.

Not that she was going to try and escape either way. Running off alone this deep in the forest wouldn't have been very smart. They had avoided most of the local wildlife until now because they had been flying, but even that had been luck.

Wherever they were taking her, Fluttershy doubted it could be worse than wandering alone and lost in Everfree.

She still felt very weak. The feeling of emptiness had returned, gnawing her insides like a hungry animal, demanding to be sated. It was like hunger and thirst at the same time, yet also completely different. She had no idea what she could do to make the feeling go away.

Of course, Fluttershy remembered what Cadance had said about changelings during the wedding in Canterlot, but she refused to take that line of thought any further.

The changelings arranged themselves in a formation around Fluttershy with First Captain leading the way and Chitin being carried by two other changelings at the back. They started making their way through the forest, on hoof this time.

Fluttershy could see why they weren't flying any longer. There simply wasn't enough room for it. The trees here had tangled together, forming a natural barrier interspersed with narrow paths sometimes too small for two ponies to walk side by side.

The progress was slow. Fluttershy felt twigs scratching at her mane and only barely avoided stumbling down when the ground suddenly dropped, turning downhill. She could hear the churring of insects and the rustling of small animals in underbrush around them.

Eventually, the path widened again and they arrived into a small glade, the ground again tilting  uphill in front of them. This time, there was a cave mouth in front of them, partly hidden by some bushes.

They walked inside and Fluttershy's eyes widened at what she saw. The small tunnel quickly grew into a larger cave with multiple smaller tunnels breaking off into other directions. Clinging to the walls were concentrations of what looked like green slime, which glowed faintly, acting as a source of illumination in the otherwise dark cave.

What was more surprising were the changelings.

Dozens of them walked around, appearing from one tunnel only to disappear into another. Some were walking alone, others in pairs or groups. All them looked busy, some carrying tools and others bags or heavy sacks.

They also talked. Some were engaged in a discussion with one another and Fluttershy could even hear somepony laughing somewhere. She turned her head towards the sound, seeing a group of changelings too small to be anything other than children sitting around an adult changeling listening to her story.

It felt strange to try to fit the hungry swarm that had attacked Canterlot into what Fluttershy saw now. The architecture may have been different and there were changelings everywhere instead of ponies, but otherwise it felt like any other town, just like Ponyville. There was the same feeling of community.

Fluttershy would have spent more time staring at what looked like everyday life to these changelings, but a polite tap on her shoulder by First Captain broke her reverie.

She looked at the helmeted changeling, who gestured for her to follow him. The other changelings had already left, disappearing into the crowd.

Hoping that she could finally find some answers and somepony who would willingly strike a conversation with her, Fluttershy followed First Captain.

They walked into a tunnel that  besides a few guards standing at the sides was otherwise empty of changelings. As they walked, the sounds from the main cave gradually grew fainter until they were only soft echoes at the edge of hearing.

A few minutes later, they arrived at a large mass of the same green substance that was on the walls, blocking the tunnel.

Two changeling guards stood on either side of the green mass, who looked them over briefly before their horns started to glow. The green slime parted, revealing a doorway.

Fluttershy followed First Captain as he stepped through the green mass. She felt more than little nervous, not sure what to expect as she stepped into what looked like the quarters of a noble from Canterlot.

The walls were decorated with tapestries and gems with a large full-body mirror dominating one side of the room. Chairs, tables, and other furniture that looked as if they had been directly taken from a luxury suite in Celestia's castle were arranged around the room.

"Ah, Fluttershy. I have been expecting you."

Fluttershy's eyes widened as she recognized the voice, gulping. It wasn't like this should have been surprising. One could say that considering everything else that happened today, this was almost expected.

Either way, Fluttershy only felt more nervous as Queen Chrysalis walked closer, the changeling queen smiling in almost unnervingly friendly manner.

"We have so much to talk about..."







> Chapter 5: More Surprises
> --------------------------------------------------------------------------


Next to Saddle Lake, some distance away from Ponyville, there was a railroad bridge going over the river that led to the lake, the trees of Everfree Forest visible in the far distance.

This was the bridge that served as the main form of travel between Ponyville and Canterlot, trains from other large cities such as Manehattan and Fillydelphia using it as well whenever they wanted to travel to the southern parts of Equestria.

Because these railroad tracks were so important for travel, there were small single building outposts placed where the tracks could be damaged by something. There were always some ponies stationed in them in case the tracks would need to be cleared or given repairs.

This particular outpost was the last one before Ponyville, its main duty to guard and take care of the bridge. The worker ponies stationed here had seen everything from freak weather to monsters from Everfree. There was very little that could surprise them.

One of them was sitting in a chair in front of the outpost right now, the simple wooden building looking rather modest, sticking out in the otherwise featureless grassland around it.

The worker pony rose his head when he heard the rumble of metal hitting against metal, the tracks starting to shake and tremble. Soon enough the train was visible from the distance, quickly coming closer.

The worker pony kept sitting in his chair as the train kept going forward, rattling, whirring and clicking as it passed the outpost followed by a trail of steam.

After the train had passed, the worker pony looked at his clock, making a small note to the paper on the table next to him. There wasn't much to do in these parts when something wasn't going wrong, so most of them developed small hobbies to pass the time. His was to see did the trains follow their schedules.

It took a moment before the worker pony realized what was different in the silence following the train's passing. He could no longer hear his co-workers talking inside.

The worker pony frowned and rose up, opening the door and stepping inside the outpost to see what was going on.

He had enough time to blink in surprise upon seeing all three of his co-workers tied up and lying on the floor before five changelings jumped on him, the sixth slamming the door shut behind him.









To her own surprise, Fluttershy didn't really feel any real fear with Chrysalis standing there in front of her. The changeling queen towered above her, looking every bit as unsettling as she had during the wedding in Canterlot. It was like looking some sort of twisted reflection of Celestia.

Yet she felt only nervous, not scared. Chrysalis's appearance bothered her much less than it had back then.

Maybe, it was because after the wedding she had seen so many other monsters, like Sombra or Tirek. It could also be because she now counted someone like Discord her friend.

Or then it was because even though Chrysalis looked the same, Fluttershy saw her differently.

Unlike before, Fluttershy could literally feel the power radiating from Chrysalis. It was like standing next to a bright light in darkness. It made Fluttershy nervous, yet she also felt like she was being drawn towards it.

If anything, standing next to the changeling queen made Fluttershy feel her own sense of emptiness even more clearly. She felt hollow, like she was just an empty shell. It made the constant hunger gnawing inside her harder to ignore.

Fluttershy shook her head to clear her mind and then steeled herself, turning to look at Chrysalis instead of the floor. She would stay firm and not show how nervous she was, she...

"W-what d-do you want?"

Well, being able to speak at all was at least something, right?

Chrysalis looked down at Fluttershy and then crouched down so their heads were on the same level, her mouth curved into a smile. "Don't be afraid, you poor little thing. I only have your best interests at my heart."

The condescending tone in the changeling queen's voice made Fluttershy feel angry and she quickly concentrated on that feeling. Right now it was a much better to be furious than scared.

Fluttershy looked up at Chrysalis, trying to make her voice sound as mocking as possible. "Somehow, I doubt that."

Chrysalis just smiled some more, shaking her head. "Everything I do, I do for all changelings everywhere." The changeling queen tapped Fluttershy's horn with her hoof. "Including those few misguided ones who don't have their facts straight. We are the same, you and I."

"We are not the same! "Fluttershy gave Chrysalis an angry stare, narrowing her eyes in disdain. "I'm nothing like you!”

"Not even a changeling?" Chrysalis interrupted with a smirk, making Fluttershy's words die in her throat. She glanced at her own hooves again, which still unmistakably belonged to a changeling.

Chrysalis looked even more pleased with herself, raising her hoof on Fluttershy's back, dragging her forward to the side of the room until they were standing in front of the full body mirror. "My dear, it is time for you to accept the truth."

Fluttershy stared into the mirror and at her own reflection. This was the first time today she was actually able to see herself. Now she understood the shock of her friends back in the cottage.

Fluttershy could still recognize herself. Her skin was black, she had a horn and her mane was pale yellow instead of its natural pink, but it was still her.

That somehow only made it worse. Looking like some sort of twisted version of yourself was much worse than looking completely different altogether.

Her eyes were different, pale yellow just like her mane and shaped in the same way as Chrysalis's own with those strange double pupils. Her wings shared the color of her mane and tail, but their transparent nature made their color look even paler in comparison.

Fluttershy moved her hoof to touch at the plate on her stomach, for the first time realizing it was actually there.

If she had seen herself like this a few hours earlier, Fluttershy would have cried at the sight of the monster in place of her reflection.

Instead, she simply stared at her own face in the mirror, not sure what to make of it.

She knew that she should be on the verge of tears. Shocked and afraid of her life with Queen Chrysalis standing right next to her, the changeling queen still resting her hoof on her back.

Maybe now when she saw Fluttershy the changeling in the mirror, she couldn't deny it any longer. 

Everything that had happened today was real. 

The sheer enormity of it, the way how her life had been thrown upside down was too much to comprehend. This day had been filled with so many surprises and revelations one after another that at this point she just felt numb.

The young changeling stared at her own reflection and then just shook her head.

"I don't understand anything."

Chrysalis's smile only grew wider as she removed her hoof from Fluttershy's back.

"If it makes you feel any better, it was quite a surprise for me as well." The changeling queen frowned briefly like she remembered something unpleasant but then quickly smiled again. "You must be exhausted. If you want, we can wait until tomorrow for explanations."

"No!"

They both blinked in surprise to Fluttershy's sudden outburst, but then the young changeling’s shoulders sagged and she looked up at Chrysalis. "I need to know, now. Please."

Fluttershy vaguely realized that she shouldn't be talking to Chrysalis like this. This was the monster who had kidnapped Cadance and then impersonated her in order to conquer Canterlot and then the entirety of Equestria.

Discord had proven himself to be different, all he had needed to find some good in himself was a genuine friend. Fluttershy couldn't bring herself to believe that Chrysalis was the same. Nothing good could come from talking to the changeling queen.

Yet, she needed to know.

Chrysalis looked at Fluttershy for a moment. Then, the changeling queen's expression softened just a bit and she nodded, turning away from the mirror. "As you wish. But let's sit down first and have some...tea. It is more or less the only thing I found to be my liking in Canterlot."

Fluttershy turned to follow Chrysalis and saw First Captain who had stayed silent all this time lowering a tray with a luxurious white tea set on a table at the center of the room before stepping to the side.

The changeling queen sat down and gestured for Fluttershy to do the same.

Fluttershy looked at Chrysalis sitting there and realized again how ridiculous this entire scene looked. The dreaded changeling queen sitting there with a tea set in front of her, smiling to Fluttershy like an old mare whose grandfoals had come to visit.

Even so, she just shrugged and sat down herself. For somepony who had tea with Discord on semi-regular basis this felt almost normal. At least compared to everything else that had happened today.

Chrysalis levitated a teacup to her lips and took a sip from it. "Now then, from where to start?" The changeling queen tapped her chin with her hoof in thoughtful manner. "Perhaps how you got here? That will be easiest to explain."

Fluttershy just nodded, looking at her own teacup on the table without touching it.

This didn’t bother Chrysalis, who started to speak with the casual tone of somepony telling about her day at work.

"Some time ago it came under my attention that there are changelings in Equestria who aren't part of my hive. They must have arrived in Equestria years before I found my way here myself and have lived among the ponies unnoticed."

Chrysalis took another sip from her tea cup and sighed.

"Unfortunately, if a changeling wants to hide itself and knows how not to give itself away, it's difficult even for other changelings to find them." Chrysalis lowered her teacup on the table and looked at Fluttershy. "But that only applies to adult, experienced changelings. Younger ones like you don't know how to conceal their presence, even if they aren't even aware of their true nature. When they reach a certain age, the signs start to show."

Fluttershy still stared at her own teacup and finally rose it up, taking a sip and to her surprise finding the taste quite pleasant. Then, she turned to look at Chrysalis.

"How?"

Chrysalis raised her hoof, shaking her head. "We will get to that soon. First you must understand how being a changeling works."

The changeling queen sipped her tea again and continued.

"We feed on love. Without it, we can't use our magic and gradually weaken. We naturally absorb some of it from anything that can feel love without any conscious effort. If a changeling has enough many such sources around it on regular basis, it will take a tiny amount from each to feed itself and it's prey will not be any the wiser, quickly recovering from its loss."

Fluttershy thought about that, trying to ignore the way how Chrysalis used the word prey so casually. Then, she saw a glimmer of hope in the changeling queen's explanation.

"So, a changeling can live among ponies without actually hurting them? Like I have for all these years?"

Chrysalis's expression soured at the question and its implications, but then somewhat reluctantly nodded. "Yes. Be it ponies or small animals..." Chrysalis glanced at Fluttershy with a smirk on her lips. "...a changeling within large enough group of food sources can hide in that way indefinitely without harming them. It's incredibly inefficient when compared to direct feeding and renders us virtually powerless, but it can be done. The scrounged scraps of emotion are just barely enough to allow us to keep up our disguises at least for most of the time."

Fluttershy smiled, starting to feel hopeful. She didn't need to hurt anypony! Fluttershy had realized by now that the feeling of emptiness she felt was this hunger of love Chrysalis kept talking about. But if it could be sated simply by living among ponies...

"At least, a normal changeling can do that."

Fluttershy froze, feeling her heart sinking. From the way how Chrysalis still smiled in that same condescending manner, Fluttershy knew that she wasn't going to like what would hear next.

Chrysalis gave her a half-smile and continued with the same tone of a teacher lecturing to a somewhat simple student.

"Just like me, you aren't a normal changeling. You are a changeling queen."

Fluttershy blinked in surprise, Chrysalis taking advantage of her confusion by sipping her tea again before continuing.

"We are by our very nature, special. We are leaders and monarchs of our kind, gifted with greater abilities and talents than our lesser kin."

Fluttershy gulped, feeling heaviness in her stomach. She had wondered why she looked so different from other changelings she had seen, but Fluttershy had never thought it could be something like this. 

But what did being a queen have to do with blending in?

Judging from her expression, Chrysalis was more than eager to answer to that.

"And now we can get back to how we found you. I believe you have been feeling tired and sick for a while now? First only for a short time, but then gradually for longer and longer periods of time?"

Fluttershy's first instinct was to deny it, but what was the point? It was true after all. So, she just nodded, starting to see where this was going as Chrysalis continued her explanation.

"Changeling queens are different. We require vastly greater amounts of love to feed on. The pathetic scraps of emotion we can get from passive draining simply isn't enough."

Chrysalis's eyes gleamed as her voice shifted to less formal and almost friendly tone. "You are maturing, becoming an adult queen. That weakness in your limbs, the gnawing hunger you feel inside you? It's your body's way of telling to you that you need to find more love to feed on. What you have had before isn't enough."

Fluttershy barely managed to stop her hooves from shaking, cringing at Chrysalis's words.

That couldn't be true! She would never do something like that! Just the thought of attacking some innocent pony to feed herself made Fluttershy feel sick.

Ignoring how distressed Fluttershy looked, Chrysalis just calmly continued, raising her hoof on the table and casually resting her chin against it.

"Changelings can feel the hunger of other changelings, even more so when the changeling in question is a queen. I have had some of my drones keeping track of Ponyville for a long time now." Chrysalis waved her hoof at the surrounding room. "This small outpost here was built for that very purpose. One of them was delivering you some mail as a part of his cover and could feel your hunger when he met you, reporting it forward."

It had been that simple? Even more shocking was that changelings had infiltrated Ponyville and nopony had even suspected it. But Fluttershy had no time to think more about her and her friends being spied on for Celestia knew how long, Chrysalis already moving forward.

"Of course, when I was told that the Element of Kindness was a changeling, I didn't believe it. Who would have?" Chrysalis scoffed at the memory, looking amused. "I had to make sure. So, I sent you a void orb as a test."

Fluttershy turned to look at Chrysalis again, at first not sure what the changeling queen meant.

But then the memory hit. 

That gemstone she had found? It had happened just a few hours ago, but to Fluttershy it felt like it had been months since she had walked up the path to her cottage and everything in her life had still made sense.

She gave a questioning look to Chrysalis who in response waved her hoof nonchalantly. "Just a trinket from the old days. When in contact with a changeling, it drains us of our power. To a pony it’s completely harmless."

Fluttershy remembered the feeling of being drained of all her energy and vitality, shuddering at the memory. A small part of her wanted to say to Chrysalis that maybe she should try touching one those orbs to understand how her victims felt. But then she thought better of it and stayed silent, nodding again for Chrysalis to continue.

"I had some drones watching your cottage." Chrysalis glanced at First Captain standing on the side who shuffled his hooves uncomfortably. "Their orders were to bring you here if you really were a changeling. Your friends...complicated matters."

First Captain looked even more awkward, apparently trying his best to sink into the wall rather than endure under the withering glare from Chrysalis as the changeling queen continued, displeasure clear from her voice. "Upon seeing a changeling queen being captured by ponies, they panicked and rushed in to save you."

Chrysalis sighed in frustration, turning to look at Fluttershy again. "I'm sure even somepony like you can understand that I would have preferred to handle the matter in more discreet manner."

Fluttershy did understand. By the sound of it, Chrysalis and her changelings had gone to great lengths to hide themselves. Attacking her cottage in broad daylight had gone directly against that. At least now Twilight and others knew about the changelings in their midst. Fluttershy took solace in the fact that at least she had indirectly helped her friends in that regard.

Chrysalis was apparently finished with her explanation and the two changeling queens looked at each other for a moment. Finally, Fluttershy broke the silence.

"So, what now? What do you want with me?"

Chrysalis looked at Fluttershy and then chuckled, suddenly looking very amused as she leaned her head forward.

"That, my dear niece, is a very good question."

Fluttershy blinked.

Then, she looked at Chrysalis who was now practically beaming, giving her a mischievous grin.

By that point the words finally sank in and Fluttershy's jaw dropped, all her fears and worries momentarily forgotten as she realized what Chrysalis had just called her.

"What?!"










> Chapter 6: Hunger
> --------------------------------------------------------------------------

Rainbow Dash soared through the sky, the wind rushing through her mane. She paid barely any attention to the constantly shifting landscape below her, all her attention directed forward.

As she finally saw the shapes of the two mountains in the distance, Rainbow Dash smiled. She didn't know for how long she had flown, but what she did know was that no other pegasus in Equestria could have traveled this far as fast.

Rainbow Dash quickly went through everything she knew about Smokey Mountains. The meeting of Fluttershy's club was held in the valley between those two mountains. Twilight and Fluttershy had come here because of the map and they had sorted out the problems between the two families living here who had hated each other like forever or something.

She didn't remember the names of either family and didn't really care either. All Rainbow Dash cared about was finding Fluttershy. The sooner she could find her friend and make sure that she was safe, the better.

There were some buildings on top of both mountains and even more in the valley between them, a river running through what looked like a newly established village. 

Rainbow Dash swooped down towards the village, searching her target from the ponies here and there doing their normal everyday things. Her gaze darted from one pony to the next as she circled around the village, looking for familiar faces and ignoring the curious looks from the ponies below.

To her annoyance, she couldn't see Fluttershy anywhere. Hopefully she was inside one of the buildings or somewhere in the forest surrounding the village.

But she did see one familiar pony down there bathing in the river. Or rather, just sitting still in the river with her eyes closed.

Rainbow Dash descended as fast as she could, stopping just above the green earth pony with a red mane. She didn't react in any way even as the wind from Rainbow Dash’s arrival made her mane flutter in the air.

Annoyed of being ignored, Rainbow Dash sighed as she circled around Tree Hugger.

"Um… hello?"

Tree Hugger still didn't respond and just sat there.

Rainbow Dash cursed and flew right in front of Tree Hugger, waving her hoof in front of her face. There was still no reaction whatsoever.

There was no way somepony could fall asleep while sitting in a river, right?

Deciding that enough was enough, Rainbow Dash moved to Tree Hugger's side and cupped her hooves.

"HELLO?!"

This at least got a response. Tree Hugger slowly opened her eyes and turned to look at Rainbow Dash with that same mellow and relaxed expression she always had.

"Nice to meet you." Tree Hugger stared at Rainbow Dash with her eyes half-closed and smiled. "I'm Tree Hugger. Your mane looks really radical."

Oh no, not this again. She had no time for this.

“Look, I know you are probably high as kite on something.” Rainbow Dash stared at the happy, completely oblivious smile on Tree Hugger’s face and sighed again. “But I have no time to go through this again. We have met before, I’m Rainbow Dash.”

What was most frustrating when speaking to Tree Hugger was how it always felt that nothing got through to her.

Case in point, she just nodded to Rainbow Dash and then splashed her hooves in the water. “Are you here to bathe too? This valley is totally amazing, the water makes your aura so pure.”

Rainbow Dash tried her best to not to lose her patience and instead got right to the point. “Do you know where Fluttershy is? I really need to find her.”

A flicker of something flashed in Tree Hugger’s eyes at the mention of Fluttershy's name and she tilted her head.

“Isn’t she in Ponyville?”

Rainbow Dash blinked in surprise and then shook her head. “No? We...” wait, there was no way she could tell about the changeling, could she? “...got a letter from her. She said that she was going to stay here for some time. Since she sent it yesterday, we figured she is still here.”

Tree Hugger looked puzzled at the words and then looked at the river again with a thoughtful frown on her face.

“Fluttershy felt... sick yesterday and decided to go back to Ponyville.”

“Wait, what?”

Rainbow Dash stared at Tree Hugger with her mouth open as the earth pony just shrugged.

“Last time I saw her, Fluttershy boarded the train to Ponyville this morning. I don’t remember her writing any letters either.”

Rainbow Dash stayed there transfixed in air for a moment, completely stunned by Tree Hugger’s words.

Then, accompanied by a deafening boom that vibrated in the air, she was gone.









Fluttershy stared at Chrysalis, dumbfounded.

She flinched at the sound of something crashing against the floor before realizing that it was her the teacup.

She looked down at the tiny pieces of porcelain scattered across the floor, a red flush creeping across her cheek as she cleared her throat.

“Oh, I’m sorry. I broke it...”

Chrysalis nodded, her mouth curved into an understanding smile as she calmly poured tea into another cup, gently pushing it across the table to Fluttershy who took the offered cup with a bashful smile.

Her hooves trembled and she barely managed to prevent more tea from spilling to the floor. After a moment,  Fluttershy carefully lowered the teacup back on the table, took a deep breath and looked at Chrysalis.

“I’m your niece?”

Fluttershy was surprised at how calm she felt. Maybe this was simply so bizarre that she didn’t know how to react to it.

Chrysalis in turn looked sober, her earlier smile gone and replaced by an unreadable, neutral expression as she nodded.

“Yes. My  older sister Carina was your mother.” Chrysalis’s gaze was distant as she looked at Fluttershy, her lips curled into a frown. “You look just like her.”

Fluttershy shifted uncomfortably in her chair, not sure how to respond. How should you react to being told that a changeling queen was your mother? In all honesty, Fluttershy was paying more attention to Chrysalis’s emotions than her own.

But it was strange. There were no visible signs of it, but Fluttershy was certain that behind that calm facade was a complicated knot of feelings. She could feel flashes of sadness and regret radiating from Chrysalis. It was like those emotions were hanging in air, leaving a sour, bitter taste in her mouth. It was complete opposite to the wonderful feeling of lo…

Fluttershy shuddered, shaking her head to clear her mind. She refused to take that line of thought any further and instead concentrated on what Chrysalis had said.

“This…. Carina.” The name did feel oddly familiar, but Fluttershy couldn’t place where she had heard it before. “She is…?”

At first, Chrysalis didn’t respond, her gaze still poised over Fluttershy’s shoulder. Finally, she shook her head much in the same way Fluttershy had and sighed, a measure of composure returning to both her expression and tone.

“Dead, yes.” Now it was Chrysalis’s turn to stare at Fluttershy, her expression sober. “She succumbed to a rare illness years ago.”

Before Fluttershy could ask for more details, Chrysalis quickly continued, clearly eager to change the subject.

“However, I didn’t know about you. If I had, I would have turned the Changeling Kingdom upside down to find you.” Chrysalis’s jaw clenched as she gritted her teeth. “I don’t know who stole you from us, but I will grind their bones to dust in front of Carina’s grave when I find out.”

Fluttershy frowned, trying to imagine how different her life would be if they hadn’t. Fluttershy the changeling queen, living in somewhere far away from Equestria with Chrysalis as her family? Attacking Canterlot with the other changelings? It was too alien to comprehend.

Fluttershy didn’t know what to think about any of this. She also didn’t know what Chrysalis hoped to accomplish here with all this talking.

What Fluttershy did know was that none of it was going to make her pick changelings and Chrysalis over her friends and family.

She did believe that all this was true, but even if Swirl Breeze and Rose Dust weren’t her real parents, they were still her family along with Zephyr Breeze.

Fluttershy straightened her back and turned to look at Chrysalis, encouraged by the thought of her family. She wasn’t going to do what Chrysalis wanted, whatever it was. It was time to make that clear now.

“And if I ever meet them, I will thank them.” Fluttershy crossed her hooves over her chest, keeping an eye contact with Chrysalis. “I’m much rather Fluttershy the pony than Fluttershy the changeling. And that is not going to change, no matter what you say.”

Chrysalis rolled her eyes and gave Fluttershy a half-smile. “Why do you assume you will have any choice in the matter?” The older changeling queen rose from her chair and walked to Fluttershy, leaning forward. “You can’t deny your true nature. It is time you understood that.”

Before Fluttershy could retort, Chrysalis lowered her head and gently tapped their gnarled horns together.

And then Fluttershy’s thoughts scattered, her mouth hanging open and her expression blank as something poured into her from Chrysalis.

Something wonderful.

Fluttershy felt elated, warmth coursing through her. Her fatigue and exhaustion were gone, replaced by a racing heartbeat and feeling of electricity running through her.

Fluttershy felt so alive. Like she was a goddess, capable of doing anything she wanted. Wild energy filled the hollow emptiness inside her, overwhelming all her senses. It felt better than anything she had ever experienced.

Then, Chrysalis leaned back so their horns didn’t touch each other and the feeling was instantly gone, replaced by the familiar sense of emptiness that had plagued her for days.

Fluttershy gasped, falling from her chair to the floor. She moved her hooves to her neck, feeling like she was suffocating. The hollowness festering inside her felt all the more terrible now, painfully sharp contrast to the wild and raw feeling of power she had just experienced.

Fluttershy gasped for breath and looked up at Chrysalis who smirked and gently straightened the younger changeling queen’s mane with her hoof. “Makes you giddy, doesn’t it? That was just a taste of how it feels to feed on love. For someone like you who has no experience and is starving, it must feel simply amazing.”

Chrysalis slid her hoof under Fluttershy’s and pulled her up from the floor.

“You can’t even imagine how it felt when I was in Canterlot, surrounded by all that love.” Chrysalis licked her lips, her wings buzzing with excitement at the memory before she sighed in resigned manner. “In hindsight, I was probably so drunk in it that it made me careless.”

Fluttershy finally managed to regain some semblance of her wits, taking a deep breath. She pushed Chrysalis’s hoof away, barely managing to stand on her own hooves.

Chrysalis looked at Fluttershy, raising an eyebrow. “You can’t fight the hunger forever and will only torture yourself by trying to do so. Eventually you will lose your mind and become a simple beast, a feral animal that hunts by instinct.”

There was a loud thump on the side of the room as First Captain came in and dropped a large green cocoon on to the floor. Fluttershy stared at it, realization hitting her as Chrysalis continued speaking.

“I have no desire to see my niece regressing into such a state, even if it would make a good lesson.” Chrysalis walked to the coon, placing her hoof on it, looking at Fluttershy. “And I’m not cruel. Eventually you have to learn how to hunt your own prey, but for now you can just feed on this. It has already been prepared for you.”

Fluttershy looked at the green, slimy cocoon. There was a some sort of dark shape inside it, roughly size of a pony. But she couldn’t tell who or what it was by that vague silhouette alone.

She gulped, staring at the cocoon. “There is a pony inside, isn’t there?”

Chrysalis grinned. “Perhaps. Or maybe it is just a large animal? You have used animals for years, we do the same when acquiring ponies is too much of a hassle.” Chrysalis tapped the cocoon with her hoof. “Don’t worry. Prey is always sedated when they are cocooned. They sleep peacefully, dreaming of their loved ones and won’t feel a thing when we feed from them.”

Fluttershy’s eyes fixated to the cocoon, her first reflex to shiver in revulsion and look away from the horrific sight.

No, that wasn’t true.

Her first reflex was to lick her lips and step closer, the emptiness inside her demanding food. She could sense the love emanating from the cocoon’s occupant, calling to her.

Fluttershy realized that she wasn’t disgusted by the cocoon. What made her shiver was her own thoughts. It was like something was living inside her mind. Something cold and ruthless.

And it was becoming harder and harder to resist. Especially now when Chrysalis had shown to her what it felt to sate that hunger. Just the thought of reliving that blissful feeling made Fluttershy’s wings buzz excitedly.

Fluttershy felt her hooves moving on their own, taking steps towards the cocoon. It was like she wasn’t in control of her limbs, a passive observer in somepony else’s body.

Or was that just her mind trying to come up with excuses for what she was going to do? But even that sense of loathing at herself felt distant now. It was hard to think about anything else besides her hunger and the cocoon in front of her.

She could take just a little, right? Enough to drive back the hunger? If she could take just a bit, she could feel like herself again!

Fluttershy stepped closer, now enough close to the cocoon to touch it. She stood there, her hooves trembling. This close the love from the cocoon was intoxicating.

Chrysalis was standing next to her and said nothing, her lips curved into a smile.

Finally, Fluttershy felt tears running down her face, the hunger too much to resist.

“Please forgive me...”

She opened her mouth, feeling like everything around her had slowed down to crawl. This close she could see that it was a pony inside the cocoon, a stallion. Sleeping peacefully just like Chrysalis had said.

Something moved at the edge of her vision as Fluttershy leaned her head forward. She moved her head just a fraction to glance at it even as she prepared to feed.

It was First Captain, standing silently on the far side of the room like he had for the most of the discussion. But now the changeling captain had lowered his head to look away from them with his eyes closed, a hint of sadness creeping through his normally unreadable expression.

It felt so out of place that Fluttershy paused, confused.

Then, her eyes darted to the full body mirror next to First Captain and Fluttershy saw it.

Herself hunched over the cocoon with her expression twisted into a voracious snarl, her features devoid of anything else besides ravenous hunger.

Chrysalis standing next to her and looking down with a wicked, self-satisfied grin.

And as she felt the first hints of love on the tip of her tongue, Fluttershy saw how the pony in the cocoon shifted in his slumber, his peaceful smile disappearing and turning into a pained frown.

Fluttershy’s eyes widened in horror as she screamed.

“NO!”

She threw herself to the side, clumsily stumbling away, feeling like throwing up. Her hooves felt weak, the sound of her heartbeat thrashing in her ears.

Fluttershy collapsed against the wall, taking heavy, ragged breaths. What was happening to her? She had almost…!

No, she refused to think about it.

As she looked at Chrysalis, for a moment she thought she saw a flash of annoyance in the older changeling queen’s eyes, her mouth set in a hard line.

Then, Chrysalis was smiling again, shaking her head with a sigh.

“No need to be so dramatic about it. It looks pathetic.”

That callous, mocking tone filled with contempt made Fluttershy see red. She pulled herself up to stand, grinding her teeth, heat flushing through her body as Chrysalis continued.

“You are only delaying the inevitable, you won’t be able to resist your natu... ”

“I won’t do it.”

Chrysalis blinked, visibly taken aback of being interrupted in mid-sentence by somepony. Fluttershy concentrated on that burning feeling in her chest, it was much better feel anger than fear now.

“I won’t feed on somepony against their will. There must be some other way! I will rather starve to death before stealing love from others!”

“Tch.” Chrysalis looked like she had tasted something sour, no longer smiling. She looked down at Fluttershy, her eyes narrowing. “Such ridiculous notions. You really are like her.”

The two changeling queens stared at each other for a long moment, until finally Chrysalis gave a deep sigh, waving her hoof nonchalantly.

“Fine. I can see when it is pointless to argue.” Chrysalis shrugged and smiled again. “If you really want to learn this the hard way, I’m not stopping you.”

Fluttershy blinked in surprise at how easily Chrysalis seemingly gave up. She glanced at the First Captain again who looked just as surprised.

“However,” Chrysalis closed the distance between them, placing her hoof on Fluttershy’s shoulder. “I still want to you to understand that we aren’t monsters and what we do isn’t evil. There is no such thing. It is simply the natural order of things.”

Fluttershy wanted to object, but there was some truth to what Chrysalis was saying. Changelings weren't evil. Fluttershy had never believed that anypony or anything really was. Befriending somepony like Discord was an undeniable proof of that. What Chrysalis was being wrong about was that changelings were unable to peacefully coexist with their so-called prey. Fluttershy refused to believe it. The thought of it being natural to hurt others was abhorrent to her.

“Rest and explore this hive a bit. Even if you still harbor some misguided notions, you are a changeling and should learn about us.”

Fluttershy didn’t need any prompting. By this point she was anxious to get out of Chrysalis’s sight so she could finally collect her thoughts and make some sense of all that had happened today. She shoved the older queen’s hoof away and started making her way towards the wall of slime that opened as she approached it.

“However, don’t wander outside.” Chrysalis’s words came from behind her, but Fluttershy refused to look back at her… aunt. It was going to take some time to get used to that thought.

“Not that you really have anywhere to go, do you?”

Fluttershy flinched at the words but refused to react in any other way, just walking out of the room.









Chrysalis was silent after Fluttershy left, deep in thought.

Was she being too lenient? Her dear niece was meek, shy and unable to hurt a fly if her life depended on it. There was no way she could be a threat.

Yet, when pushed, Fluttershy was surprisingly determined. Years of being pampered by ponies had made her soft but there was a changeling queen underneath all that pathetic behavior.

Oh well. At least this separated Elements of Harmony from each other.

“Why did you deceive her?”

Chrysalis blinked in surprise before realizing that it had been First Captain who had spoken. She turned her attention to the changeling captain, snorting in amusement.

“What are you talking about? Everything I told to her was true.”

Well, except for one thing. But some secrets were best left buried in the past where they belonged. At least she had managed to avoid talking about the rest of their oh so wonderful family. Fluttershy had no need to know about any of them quite yet.

“You didn’t tell her about the letter.”

Ah yes, that quickly improvised scheme to send Rainbow Dash as far away from Ponyville as possible.

“She didn’t ask. And we are on a schedule in here. It is better to hasten the flow of events to their eventual conclusion rather than to waste time. I’m sure Twilight and her friends would have protected Fluttershy from the rest of the town and wasted days trying to find a spell to turn her back into a pony or something.”

First Captain fell silent, clearly thinking hard about something, which amused Chrysalis to no end. Drones were always entertaining when they tried to use their simple brains for something above their station.

Finally, First Captain spoke, his tone hesitant. “My queen... some of her friends would have accepted her, even after finding out the truth? Protected a changeling from other ponies?”

Well, that was certainly a strange question. Chrysalis thought about it for a moment and shrugged.

“Possibly. Twilight Sparkle is disgustingly naive and idealistic. I’m sure that as a so called Princess of Friendship she would have felt obligated to at least try to find a peaceful solution.”

And with that question answered, Chrysalis decided it was time to stop humoring the overly inquisitive drone.

“Follow her and make sure she doesn’t try anything stupid like releasing the cocooned ponies or some other such idiocy. Remember your orders.”

First Captain nodded and left, leaving Chrysalis alone in her private quarters.

This was curious. Ever since Chrysalis had arrived to this hive, she had felt like the drones here acted strange. They wasted time in idle conversations and were overly curious about the strangest things, mostly involving ponies in some way.

Chrysalis felt that maybe this hive had been, for the lack of a better word, compromised. All drones here took turns spending a great deal of time in Ponyville. Perhaps it had been a mistake to leave these drones so close to the ponies for such a long time without supervision.

Fluttershy’s presence was complicating matters even further. The changeling royalty preferred to spend their time far apart from each other because drones obeyed any and all of them.

Chrysalis was certain that her authority over the drones was stronger, but Fluttershy’s meek and altruistic behavior could distract drones here even further from their assigned duties.

Could that become a problem?

No.

Fluttershy could develop into a problem further down the road unless she was properly educated. But not in the next day or two. Once Twilight and her friends were out of the picture, Chrysalis could properly concentrate on her niece. Fluttershy was so starved for love that it was only a matter of time before she would snap and attack the next pony she saw.

With any luck, by that point Chrysalis would have one of Fluttershy’s friends to throw in front of her.

The mere thought of Twilight lying on the ground while being drained of her love by Fluttershy as the rest of her friends were forced to watch made Chrysalis lick her lips in anticipation.







> Chapter 7: Lost Causes
> --------------------------------------------------------------------------

Rainbow Dash rushed through air, flying with just as great sense of urgency towards Ponyville as she had towards Smokey Mountains earlier in the day. It was taking some time, too much time. Flying all the way to the western borders of Equestria and back within the same day was a daunting feat for any pegasus. At least if they didn’t want to collapse out of exhaustion right after landing. She could of course do better than any other pegasus. But, it still wasn't fast enough.

To her annoyance, it was already late afternoon. After a quick mental calculation, Rainbow Dash estimated she would arrive in Ponyville by early evening at this rate. Hopefully Twilight and others had made some sense of this mess while she had been away.

Rainbow Dash tried her best not to think about what Tree Hugger had said to her. Usually it was pretty easy for her not to concentrate on fine details, but it wasn’t working this time.

Fluttershy had not sent a letter. She had boarded the train to return early. So, either she had been ponynapped directly from the train and replaced by a changeling, or that creepy thing had really been Fluttershy, as impossible as that sounded.

Rainbow Dash didn’t like either option, although the former was what she wanted to believe in out of the two. She didn’t want to contemplate the possibility that Fluttershy had somehow been turned into a changeling during the train trip, or that she had been a bug all along. If that was true, all of this became complicated real fast.

Changelings were evil monsters, so you kicked their flanks when you saw them. That was all there was to it, nice and simple. Rainbow Dash didn’t like second-guessing herself. But, after hours of flying and having nothing else to do besides going through the day’s events in her head, Rainbow Dash felt more and more uncertain. The changeling in the cottage had acted strange. As in, strange for a changeling impostor. 

Rainbow Dash sighed and shook her head. More she thought about all this, more tangled it became. It was best to keep things simple. It didn’t matter what Fluttershy was or looked like. If that thing was the Fluttershy she knew, Rainbow Dash would have her back, regardless of what anypony else said.

Also, since by the looks of it no other changelings were involved, it felt more and more likely that this really was just something strange going on with Fluttershy instead of some convoluted conspiracy to replace all princesses and prominent ponies in Equestria with changelings or something.

Rainbow Dash’s train of thought was suddenly interrupted when a sickly green ray of magic whirled past her, grazing her wing as she barely avoided it by twisting to her left. Only after avoiding the danger did the newest wonderbolt’s brain processed what had just happened.

She was under attack?

Rainbow Dash quickly looked around her, not slowing down and changing her flight path from a direct line to erratic zigzags as she observed her surroundings, ready for more attacks.

Down from the treeline below, a dozen changelings rose up and sped up towards her, horns glowing with unreleased magic. This didn’t worry Rainbow Dash too much. A dozen changelings? That was a piece of cake, she could kick their flanks with one hoof tied behind her back! You would need a lot more to have even a chance of catching the Rainbow Dash in the air.

Suddenly, one of the nearby clouds scattered to pieces, another group of changelings abandoning their hiding place to join the ambush. On her opposite side, a third group did the same. The sound of buzzing wings filled the air as what was now almost thirty changelings surrounded Rainbow Dash, approaching her from every direction. 

If changelings expected fear or hesitation from their target, they got none. Instead, Rainbow Dash smiled, smashed her hooves together enthusiastically and charged at the closest group of changelings before others had time to close the distance. Before the changelings had time to react, she was at them in a flurry of hooves, punching, kicking and slamming into them one after another. By the time more changelings joined to the aerial brawl, six of them were already falling down towards the forest below.

There was no need to solve confusing mysteries now. All she needed to do was to beat up these changelings and get her answers from them!

Rainbow Dash didn’t drop her smile even as more and more changelings filled her vision, surrounding her in a cloud of hissing jaws, black chitin and flashes of emerald magic.









Fluttershy walked in the dark, cramped corridors of the hive, deep in thought. She no longer felt like her heart could burst any moment, but she still felt tense and like the walls of the tunnel were falling on her. She needed some peace and quiet. Alone.

Which was proving difficult, because every time she walked into another tunnel or cave, every changeling on sight turned to look at her before quickly turning away again with a guilty look on their faces. Fluttershy got a distinct impression that they tried to ignore her but just couldn’t help themselves. Was this how Princess Celestia felt when surrounded by other ponies?

First Captain didn’t help, silently shadowing her every step. The changeling captain looked just as uncomfortable and nervous as Fluttershy felt, awkwardly following her while also trying to keep a respectable distance.

This was getting her nowhere. She needed some fresh air. Of course, by this point, she had no idea where she was or where the closest entrance to the hive was.

Well, that was easily solved since her aunt had so graciously given her an escort.

Fluttershy turned around and walked to First Captain who blinked in surprise and just stood there as she approached. Fluttershy took a deep breath and then spoke, trying to use that same tone Chrysalis used that ridiculed the very notion of disagreeing with it.

“I want some fresh air. Lead me outside, now.”

First Captain gulped, looking first at Fluttershy before glancing back from where they had come and back to Fluttershy again, nervously shifting his hooves.

Despite being stressed, annoyed and starving, Fluttershy felt bad for him and sighed, her expression softening. “Please. I just need some space for myself. There is no way I could navigate through that thicket by myself anyway.”

The changeling captain considered this for a moment and nodded reluctantly. “Yes. This way, my Queen.” First Captain pointed towards one of the seemingly identical tunnels around them.

Fluttershy flinched at the sound of her new title, but just sighed and didn’t comment on it. It wasn’t difficult to guess how the conversation would go if she tried to make him call her just Fluttershy.

It took surprisingly little time for them to make their way to the entrance of the hive, First Captain navigating effortlessly through the numerous tunnels and caves. Once they finally made their way outside, Fluttershy gave a sigh of relief. The thick canopy above didn’t allow much sunlight to seep in, but the difference from the cramped, dark tunnels below was still breathtaking. 

She walked a bit more until the underground entrance was no longer visible and sat down, closing her eyes. It still wasn’t completely silent, this was a forest after all. Birds, insects and other critters filled the silence, not to mention the wind rustling leaves and tall grass.

But those were all natural sounds of the forest. Fluttershy had felt adrift and lost all day, everything turning on its head, one shocking revelation after another. Almost nothing felt real anymore.

But the forest was still the same. To the nature surrounding her, this day was exactly the same as yesterday. Fluttershy used that thought to reassure herself yet again that nothing had really changed. She knew more about herself, but it didn’t change who she was.

Chrysalis could talk about the natural order of things and the true nature of changelings all she wanted, Fluttershy refused to accept it. She was Fluttershy. She was a changeling too by the looks of it. But she wasn’t a monster.

Animals hunt other animals for food. It is not evil, it is part of nature. Why feeding on love feels so good if it is unnatural? Chrysalis said it herself, you have always been doing it. The only difference between you two is that she is more honest about it.

Fluttershy’s blood froze and she gulped. The young changeling queen didn’t know was this voice echoing inside her head some strange part of her, or just her own doubts and fears, but she refused listen to it all the same.

You have always fed from Rainbow Dash and everypony else. You are a parasite. 

“No! I would never…” She couldn't finish her sentence, feeling nauseous again. There was a nasty, unpleasant sound ringing in her ears, blocking out everything else besides the voice.

No wonder your parents and brother are so spineless and docile. You have fed from them all your life, sapping all their willpower and determination from them. 

Fluttershy screamed aloud, trying to drown out the voice echoing in her head, covering her ears with her hooves. 

If feeding on love is evil, you were evil from the start.

“Um… are you alright?”

Fluttershy’s eyes snapped open and she turned to look at First Captain who was standing next to her, his expression a nervous frown. It brought her back to her senses, the ringing noise fading out. The real world returned, soothing sounds of the forest surrounding her.

She stared at the helmeted changeling for a moment and took a deep breath, relaxing her shoulders. It took some effort, but she managed to smile. “Yes, thank you.” It wasn't true, but maybe if she repeated it to herself enough many times she could believe in it.

First Captain didn’t look convinced either, but didn’t press the issue and stepped back. A sarcastic voice at the back of Fluttershy's mind wondered if the changeling captain was used to standing next to a changeling queen who screamed and yelled at empty air, but she quickly discarded the thought. She wasn't sure would it be better or worse to know that Chrysalis was mad in addition to being ruthless and cruel.

Fluttershy looked at the helmeted changeling for a few seconds longer and after yet another pang of hunger remembered what had happened when Chrysalis had tempted her with that cocoon.

“Why did you look away when I was about to...to...”

Fluttershy’s words choked in her throat but First Captain understood her meaning all the same and looked even more awkward, shifting his gaze on the ground instead of her. He was about to answer, but hesitated, staying silent instead.

Fluttershy was getting better and better at reading expressions on the faces of changelings and frowned at the mix of embarrassment and fear on his face, her own problems forgotten, at least for a moment.

The changeling captain looked afraid, ashamed. He nervously glanced around them and even after making sure that they were alone, it still took almost a minute of awkward silence before he spoke.

“I...I hoped that you could prove to her that there is another way.”

Fluttershy blinked in surprise but stayed silent, allowing the helmeted changeling to continue, his voice weak and uncertain.

“I...I knew a certain changeling, once. His name was Thorax. He was always the odd one out. He didn’t want to feed on ponies either. I didn’t understand him, nopony did.” First Captain shuddered but continued, his voice gaining a bit more strength. “He wanted to share love, not to steal it. But none of us knew what that meant, not even him.”

Fluttershy thought that for a moment, and it did bring her some hope. Not all changelings shared Chrysalis’s view of the world. But the way how First Captain spoke of this Thorax in past tense didn’t bode well. “What happened to him? Where is he now?”

The helmeted changeling sighed and shrugged. ”Nopony knows. He disappeared after the wedding. Maybe, he is still out there somewhere.” The last words didn’t sound very hopeful.

Fluttershy wanted to flinch at the hopelessness in First Captain’s tone, but instead turned the discussion to what his words were implying, curious about what he had meant. “Do you know now what it means?”

First Captain looked at her for a moment and then shook her head, his shoulders sagging. “No. What is different is that back then I dismissed him, thought that he was weak. But now...” The changeling captain looked past her, frowning. “It doesn’t feel right anymore. More I spend time in Ponyville, more I hope that I could just be another pony and live there.”

First Captain rose his hooves and took off his helmet, lowering it on the ground in front of him, turning to look at its curved design. “You have friends, you don’t hide who you are. You are nothing like we are.”

Fluttershy thought about those words and frowned. “Changelings don’t have friends? At all?”

The changeling captain shook his head again, staring at his own reflection in the surface of his helmet. “Why would we? Being somepony’s friend means you give them some of your own love. We are always starving for love, giving it away…” First Captain shook his head again. “All of us hoard what scraps of love we can gather for our own survival.”

That did sound bleak. And to Fluttershy, it made changelings sound even more pitiable. Ponies thought changelings as a swarm of locusts, united in all ways. Twilight had once theorized that they might not even be their own individuals and that Chrysalis just controlled them all like puppets through some sort of hive mind.

In truth, all changelings were alone. They cooperated, they worked together, but sharing meant weakening yourself. 

But something was strange. Changelings she saw today in the hive acted friendly. They smiled and laughed. It was just bits and pieces, but flickers of love moved in the air freely.

Fluttershy rose her head to ask about it, but First Captain apparently had read her mind and answered before she could voice the words aloud.

“It is because of Ponyville. It was gradual, but somehow we are not losing as much love as we normally do. Maybe ponies just have too much of it.” The changeling captain turned his head to look behind them at the entrance of the hive, hidden behind tall grass. “That hive there is different from every other hive I have ever lived in.”

Fluttershy smiled. It wasn’t much, but it hinted that maybe there was another way after all. She was about to say something encouraging when First Captain frowned, still looking at the hive’s entrance.

“That is probably why Queen doesn’t trust us anymore. She was just as surprised as you when she first arrived. She hasn’t said anything, but I think that in a few days she is going to send us all back to Changeling Kingdom.”

Fluttershy grimaced. Something so unique and hopeful was happening in this hive, something that hinted that maybe a peace between changelings and ponies was possible, and Chrysalis’s immediate response was to disband it? 

“I won’t let her.” Words were out of her mouth before Fluttershy realized it, but she meant what she said.

First Captain gasped in surprise and after a moment of confusion gave her a puzzled look. “How? Why?”

“I’m not sure yet, but I’m going to do it anyway.” Fluttershy rose her head and looked at First Captain, determination clear in her voice. “She has no right to just impose her beliefs on all of you like it is a law.”

The changeling captain stared at her for a moment longer and then smiled, chuckling and picking up his helmet as he rose to stand. “I don’t know what make of you, Queen Fluttershy. It has been so long since there has been more than one queen that none of us know how to behave.”

Fluttershy smiled too and rose to stand, blinking in surprise when First Captain lowered himself down and bowed down to her. “But I’m touched by your kindness and compassion towards us. I hope you can do what Thorax tried to achieve and find this other way you both believe in.”

Fluttershy felt strength returning to her hooves and stood straight, sighing in relief. This was just a start, but with First Captain’s help, maybe she could convince other changelings to disobey Chrysalis as well and they could all return to Ponyville and find a peaceful solution!

Suddenly, a loud thunk rang in the air and First Captain’s eyes widened in shock as he fell limply on the ground, the metal helmet clattering on the ground as it rolled forward, gently tapping against Fluttershy’s hoof.

Before Fluttershy managed to do more than stare at the now unconscious changeling captain lying on the ground with a nasty bruise already forming on the side of his head, a hooded pony was suddenly next to her. Dirt and vegetation covered the zebra’s cloak, making it almost impossible to tell her apart from the bushes and tall grass around them.

“Fluttershy, come quickly! We must leave swiftly!”

Fluttershy was still too stunned to react, so Zecora didn’t wait for an answer and grabbed her, half-leading, half-dragging the young changeling queen away, both of them quickly disappearing from sight.








> Chapter 8: New Arrivals
> --------------------------------------------------------------------------

Fluttershy and Zecora galloped through the forest, even if the uneven ground and thick undergrowth made it difficult to move fast. The changeling guards had quickly realized Fluttershy’s escape, but for a moment at least it felt like their pursuers had lost them.

Twigs cracked under her hooves as Fluttershy tried her best to keep up with Zecora. The zebra effortlessly jumped over rotting logs and ducked her head just in time to dodge branches, her hooves always somehow finding bare spots devoid of roots or other hidden obstacles under the tall grass. 

Fluttershy wasn’t as agile. Broken twigs were stuck on her mane, remains of a spider’s web hanged from her left wing and she had scratch marks on her cheek from a tree branch she had noticed too late.

Despite all that, Fluttershy still had too many questions swirling in her mind for her to stay quiet, shouting her words at the zebra even as they ran. “Why did you hit him?! Didn’t you hear what he was saying?”

“Time was short and changelings can’t be trusted to be a good sport. It is in their nature to cheat, their weapon of choice deceit.” Zecora didn’t turn her head as she answered, but there was a hard edge in her tone that Fluttershy had never heard the zebra using before.

It made her hesitate, but only for a moment. Fluttershy lowered her head to avoid yet another tree branch before speaking again. “That’s not true! They are like ponies! Some of them are kind, others mean!”

Before Zecora could answer, Fluttershy bit her lip and next practically screamed her next words to the zebra, unable to hold back her frustration. “If all changelings are evil, does that mean I am evil too?!”

The zebra wasn't affected by the young changeling queen's outburst and continued in her familiar, calm tone: 

“You were chosen by the Elements, your inner nature is that of gentleness. There is no need for further evidence for your lack of malevolence.” 

Zecora jumped over a fallen tree twice as thick as she was tall, all the while still talking. “All of Equestria might be at stake, the risk is too great to trust any other changeling whose kindness might be fake.” 

Fluttershy flew over the fallen tree trunk, forced to land soon after on the ground again by the thick canopy of the ancient trees. She almost shouted another angry response at Zecora before she realized what the zebra had just said and frowned instead, confusion replacing her anger.

“All of Equestria? What do you mean?” This wasn’t just about Chrysalis ponynapping her?

“Changelings have crept around the forest in large groups as of late. They wouldn't risk revealing themselves unless they were preparing to devastate.”

That was disconcerting, Fluttershy couldn’t deny it. Chrysalis hadn’t said anything about it during their little talk. 

But, that wasn’t really surprising, was it? If there was somepony to whom keeping secrets and deceit was a force of habit, it was her newfound aunt.

More Fluttershy thought about it, more foreboding it all became. Chrysalis had to know that her friends would do everything they could to find her. Chrysalis hadn’t even tried to put a changeling in Fluttershy’s place to fool her friends to buy time.

That hive was hard to find, but could it really remain hidden if Twilight and Starlight combed through the forest with magic, now aware that changelings had a hideout in there? 

Fluttershy didn’t have any experience in plotting complicated schemes, but even to her it felt that after you openly ponynapped somepony who had a seat around the table in Twilight’s castle, the smartest thing to do was to pack up and run as far away from Ponyville and Equestria in general as possible.

“How did you even know where I was? Did you already know about changelings?” Fluttershy was grateful of Zecora’s appearance, but the timing felt almost too perfect now when she thought about it. 

For a fleeting moment she almost suspected the zebra of being yet another changeling in disguise, but quickly thought better of it. Zecora’s unique way of speech made it practically impossible to impersonate her.

Zecora didn’t slow down as she explained:

"I had my suspicions, but didn't know if they were true. I have known for sure only for the last day or two. When I saw your cohorts and you pass through, I took it as my cue. It didn't take long for you to arrive at the hive, I decided to wait near the gate. When you came out, there was no time for doubt.”

Suddenly, Zecora stopped dead in her tracks. Fluttershy was grateful for a chance to catch her breath, but when zebra gestured her not to speak, she gulped nervously.

They stood there for a moment, completely silent. Zecora slowly turned her head from side to side and Fluttershy did the same. At first, there was nothing besides the background noises of the forest. Then, they both heard it.

The faint, buzzing echo of changeling wings, this time from all around them instead of just from the direction of the hive.

“We have changelings both on our front and back, they hunt us like a timberwolf pack.”

Zecora paced back and forth for a few seconds, first looking at the ground and then at the thick canopy above them. Fluttershy followed the zebra’s gaze and realized how dark it already was. It was hard to tell from down here, but it was probably late evening already.

Finally, Zecora shook her head and sighed. “This is what we must do if we want to break through.”

Fluttershy had no time to ask what the zebra meant before Zecora had taken off her cloak, offering it to her.

“We need to separate, I will act as bait. Use this to hide and bide your time. Fly away, soon it is night, they won't find from the sky without light.”

Fluttershy stared at Zecora and quickly shook her head. ”I’m not leaving you alone in here!” 

Even if changelings caught her, Fluttershy was certain that Chrysalis had given them orders to not to hurt her. But, Zecora had no such protection. If the zebra got caught without Fluttershy there to protect her from the other changelings…

Zecora blinked and smiled to Fluttershy, shaking her head. “I won't be caught, all their efforts to that end will be for naught.” 

The zebra offered the cloak again and Fluttershy reluctantly took it. She still didn’t like this, but Twilight and others needed to know about what was going on. 

Fluttershy still felt bad for First Captain too, but at least now Chrysalis could only blame him of incompetence instead of outright treachery.

The young changeling queen threw the cloak over herself, pulling its hood up to cover her head. The horn was a problem, but it looked like a tree branch from a distance anyway. 

Right about now Fluttershy realized how massively useful changing your shape at will could be. If she knew how to do that, sneaking past the changelings would be easy. Perhaps she should have asked Chrysalis how exactly it worked.

Then again, the whole point of her aunt’s speech was that without love changelings couldn’t do much anything since it powered all their abilities.  To Fluttershy, looking like a smaller version of Chrysalis with a pale yellow color scheme for the rest of her life was still more preferable to the alternative. 

Zecora nodded to Fluttershy before dropping her smile. “Reaching Ponyville will be risky at night. Is there anywhere you can go to wait for daylight? Changelings will not be able to move out in the open if they wish their presence will go unspoken.”

Fluttershy didn’t need to think her answer for long.

“Cloudsdale.”

Her parents would shelter her, Fluttershy was sure of that. At this point she didn’t know were they ponies or changelings, but it didn’t matter. She couldn’t even be completely sure they knew about her true nature. But, they had taken care of her for all these years.

If there were anypony left in Equestria who wouldn’t care about how she looked, it was them. 

Zecora smiled again at Fluttershy’s determination and turned to leave. After taking a few steps away however, the zebra turned her head back towards the young changeling queen, her expression troubled.

“My words earlier were unfair, I hope they didn't give you a scare. I was taught that changelings only bring terror. I now see my error. A changeling can be kind instead of maligned.”

With those words, Zecora galloped away, quickly disappearing from sight. It didn’t take long for the sounds of the pursuit to change their direction towards where zebra had gone.

Fluttershy made a quick prayer for her friend’s safety and pulled the cloak more tightly around herself, walking into the opposite direction. 

This was nothing. She had snuck inside Trixie’s barrier and around Starlight’s village. All she needed to do this time was to get so lost in the forest that nopony could find her.

When Fluttershy thought about it that way, it felt much easier.









Rarity leaned back on her seat, looking through the window at the moving landscape outside. It was almost sunset, the light of the lowering sun coloring the sky in hues of red and orange. The multitude of colors reflected on the waters of Saddle Lake, creating a dazzling display of natural beauty.

It all looked so serene. Combined with the gentle rhythm caused by the train’s movement, Rarity felt like she could fall asleep on the spot.

“I can see how that was inconvenient. I wish I had been there, I’m sure I could have reversed the spell! Did you at least get that delivery?”

“It turned out that instead of fabrics, the box was filled with spoons! Rarity got really mad at that point.”

She scoffed at Spike’s vulgar description of what had been an entirely reasonable outburst of annoyance. With Starlight Glimmer and Spike happily chatting about the day’s misfortunes in front of her so loudly that everypony in the cart could hear it, Rarity had no hope of peace and quiet whatsoever.

It had been a happy surprise to find out that Starlight was returning to Ponyville with the same train they were on, but it was about time to change the subject from that completely ridiculous chain of mishaps involving her boutique to something less aggravating.

“Starlight, how was your village? You only have to say the word and I will come there to make the place a bit more… aesthetically pleasing.” Come to think of it, did that place even have a name?

Starlight smiled and waved her hoof nonchalantly. “I will ask that from them next time I visit. The sunset festival is not far away, they might appreciate having some extra help when they start preparing for it.”

Rarity’s mind was already filled with dress and banner designs by the time Twilight’s pupil finished her sentence. 

Maybe, she could make an entire line out of that? Rising the sun was a far more celebrated event in Equestria than lowering it, but that just meant nopony had done it before. Perhaps...

“Um, why is the train stopping? We can’t be there yet, can we?” Spike was scratching his head and looking out of the window.

Starlight and Rarity both turned first to look at the young dragon and next outside the window. Indeed, the landscape had stopped moving. The few other passengers on the train had also noticed the same, some cursing and other impatiently glancing at their watches.

Rarity could sympathize, she had looked forward to sleeping in her own bed tonight. More unfortunate events was the last thing the wanted.

Once the train had completely stopped, Spike turned his head, trying to see to the front of the train. “The conductor is arguing with some worker ponies. It looks like we aren't going anywhere in a while.”

Rarity grimaced, clenching her jaw. She didn’t care what kind of night-time renovation those workers were doing to the tracks, she simply would not accept any more delays and inconveniences today!

She jumped down from her seat, starting to walk towards the carriage’s door. “Spike, come on! We are going to get to the bottom of this.”

The young dragon looked as Rarity stormed out of the train and sighed, turning to look at Starlight with a shrug before following Rarity, Starlight coming right after him.

The two unicorns and a dragon stepped outside and looked around. A few dozen feet away, the train conductor was engaged in a heated debate with a construction pony who calmly repeated his answers again and again.

Rarity rolled her eyes at the ramshackle shack on the side of the train tracks but ignored the wooden outpost, walking to the two stallions. “What is going on? Why did the train stop?”

The worker pony turned to look at them and blinked in surprise, probably recognizing the Element of Generosity. However, in a moment his expression went poker-faced again.

“As you can see,” the worker pony gestured at the railroad tracks in front of the train. “The bridge over the river has collapsed.”

They all turned to look at the bridge in front of the train, or what remained of it. It was like a flood had hit it, barely anything besides the supports on the both sides remained.

The worker pony continued, his tone calm. “A repair team will be here in the morning. I’m afraid the passengers will have to sleep on the train for the night.”

Starlight walked forward and looked at the remains of the bridge, frowning. “What happened? There is barely anything of the bridge left.”

The worker pony looked Starlight with visible annoyance as the unicorn started studying the wreck, taking a deep breath. “We don’t know. But, it really doesn’t matter. The bridge is gone. Unless you can make the train fly, there is nothing else to do than wait.”

To the surprise of both the worker and conductor, Starlight apparently missed the joke and rubbed her chin, turning to look at the train with a thoughtful expression.

Rarity and Spike looked at each other and wordlessly agreed to prevent a disaster they could see coming from a mile away, possibly on the wings of a flying locomotive.

“Darling, maybe it is better to wait? The train has at least some beds. It might be somewhat rudimentary,” Rarity gave a mental sigh at the necessities of civilized life she already knew she was going to miss. “But, sometimes you have to do with what you have.”

Starlight didn’t look convinced, turning to look at the river again. “Can’t pegasi passengers just fly over and carry everypony else?” 

The worker pony gave a sigh of frustration and pointed his hoof towards the tracks on the other side of the river. “Even if they did, it would take hours to walk to Ponyville by following the tracks.”

Starlight raised a curious eyebrow and pointed towards the looming trees at the distance which the rail tracks avoided, going to the right instead. “Why can’t we just walk directly through the forest? That would be a lot faster, wouldn’t it?”

This time it was the conductor who spoke. “It is the Everfree Forest. Nopony goes there voluntarily. Especially at night.”

Spike walked over to Twilight's pupil with a smile, shaking his head. “Starlight, cheer up!” The young dragon gestured towards the train and gave her an encouraging smile. “I’m sure Twilight won’t be mad at you for coming back half a day later, these things happen.”

Starlight turned her head towards the bridge again. She looked it for a moment and turned to Rarity, looking nervous, but also determined. “There are still burn marks left on the remains. Either a dragon breathed on that bridge, or somepony destroyed it with magic.”

All the rest of the blinked and looked at each other, uncertain on how to react. All ponies present at least.

Spike gave Starlight a curious look and walked to the remains of the bridge, sniffing at the air, shaking his head and turning towards them soon after. “It wasn’t a dragon, but yeah. I can smell it too.”

Starlight gave a relieved smile at Spike’s support and continued, raising her hoof towards the forest. “I know this is Everfree and strange things happen, but what if Ponyville is in danger? There could be a monster attack or something!”

The worker pony sat down and crossed his hooves, sounding even more annoyed. “If you want monster attacks, the best way to get one is to walk into that forest. Assuming you manage to convince passenger who is also a pegasus to carry you across the river one by one in the first place.”

Starlight ignored the comment and looked at Rarity, who saw the plea in her friend’s gaze.

Rarity turned to look at the broken bridge herself. On one hoof, she had trouble coming up with something she would rather not to do than take a stroll in that forest at night. Sleeping on the train sounded a lot more comfortable when compared to walking for an hour or three in middle of Everfree.

Then again, the destruction of bridge was strange. It was probably unrelated, but Starlight could also be right.

Rarity asked herself what Applejack would do in this situation and sighed, already knowing the answer. She rose her head and looked at Starlight.

“Alright, you convinced me. A midnight stroll through a forest filled with monsters it is.”

Starlight beamed and saluted with her hoof. In a moment, a magical glow surrounded her, Rarity and Spike, lifting all three of them up in the air.

The worker pony and the conductor just stared with their mouths open as Starlight effortlessly levitated all three of them across the river, the trio quickly starting to make their way towards the distant trees when they landed on the other side.

The conductor shook his head in disbelief and walked back to the train.

The worker pony, a changeling captain called Cephalon, cursed under his breath. 

Those three could become a problem. Timberwolves could be trusted to handle regular ponies, but not one of the Elements and whoever that crazy unicorn was. 

Well, at least in Everfree there was little risk of having witnesses.









“So, they both escaped?”

The very nervous changeling awkwardly shifted his hooves and stared at the floor, not daring to look up at Chrysalis towering over her.

“Y-Yes, my Queen.”

Chrysalis shifted on the large pillow she was laying on, idly tapping a cocoon next to her with her hoof, feeding some more love from the prisoner inside to improve her mood. She wearily turned her gaze back to the messenger.

“Do you have any good news for me?”

The messenger changeling gulped nervously. “We know that neither of them made it to Ponyville, all paths are still guarded.”

Chrysalis mulled over that for a moment and decided that it was better than nothing. She had underestimated Fluttershy, there was no way around it. Using the gentle approach had been a mistake. She didn’t like having loose ends, but at least everything else was going according to the plan.

“And the reinforcements?”

The messenger changeling dared to look up at Chrysalis with a smile. “On schedule, they will be here soon. Everything is ready, we can move as soon as they arrive.”

The changeling queen smiled, but her expression soon soured when she realized that she had already drained all the love she could from the pony inside the cocoon.

Chrysalis grunted in annoyance and kicked the cocoon away with her hoof. “Bring me another, I need to gather all the love I can.” She sighed again and turned to lay on her back.

The messenger changeling took that as his cue to leave, frantically nodding as he pulled the cocoon out of the room, leaving Chrysalis alone with her thoughts, the changeling queen staring at the ceiling with a pensive look on her face. 

“Carina...”











> Chapter 9: Descent
> --------------------------------------------------------------------------

Twilight slammed her hoof down on the map table, her mouth set in a hard line.

She had thought of modifying the map table’s magic to show where Fluttershy was. The map was connected through all parts of Equestria, so it should work, in theory.

Getting the map to activate without her friends being present and with no friendship problem to solve hadn’t been difficult. Changing its function had proved to be more challenging. She had already spent hours trying to get that part to work.

Twilight gave a deep sigh and rubbed her eyes, turning again to look at the map of Equestria in front of her. The progress was slow and tedious, but she almost had it now. 

Unfortunately, making even a single mistake in the lengthy and complicated spell meant starting from a scratch all over again. Twilight hadn’t kept track of time, but by now it was probably dark outside.

Applejack and Pinkie Pie had already left. There wasn’t much to do before Rainbow Dash came back with news of some sort. Twilight hoped that nothing had happened to the pegasus. Considering Rainbow Dash’s speed, the cyan pegasus should have been here already.

Twilight steeled herself and rose to sit straight again, taking a deep breath. She reminded herself that it wasn’t long now, one or maybe two tries more.

She concentrated, connecting with the map table again. Her horn glowed with magic, a tendril of violet energy connecting it with the map.

To an outside observer, all that happened was Twilight sitting there with her eyes closed, the magic surrounding her horn and the map table shifting and occasionally changing color.

What actually took place was Twilight going through a mind-bogglingly complex formula in her head, step by step. She was trying to add it into the table’s incredibly ancient and even more complicated magic without disturbing it in any way. 

After a few minutes, she smiled. It was working! After hours of trial and error, she had finally found a working way to modify the map with her spell! Just a bit more and…

“Twilight! I’m back!” Rainbow Dash yelled as she entered the room.

Twilight’s eyes snapped open. A second later she cursed aloud as her spell went haywire in a flash of light, black spots dancing in her vision.

She shook her head in a vain effort to clear it and turned to look at Rainbow Dash standing in the doorway. However, her annoyed retort got stuck in her throat as she saw the pegasus. Rainbow Dash’s mane was disheveled, she had a nasty bruise on her side and her wings missed more than a few feathers. It looked like somepony had driven over her with a cart.

Despite all that, Rainbow Dash smiled to Twilight like nothing was wrong.

“Fluttershy wasn’t in Smokey Mountains,” Rainbow Dash said as she sighed and rolled her eyes. “Also, a bunch of changelings ambushed me on the way back, that’s why I’m so late.”

Twilight blinked. A group of changelings had already attacked Applejack earlier, so this really wasn’t a big surprise. But, it was still bad news. She had still hoped against all odds that what had taken place in Fluttershy’s house wasn’t a precursor to more changeling attacks. She turned her head to look at the map in front of her and wondered if something like this was going elsewhere in Equestria as well.

Twilight gulped, clearing her throat as she looked at Rainbow Dash again, trying very hard not to imagine swarms of changelings attacking cities everywhere right at this very moment. “Are you alright?”

“Don’t worry about it!” Rainbow Dash said as she waved her hoof nonchalantly and smiled. “I’m way too awesome to lose to a bunch of changelings.”

Twilight wanted to believe her friend. But, normally Rainbow Dash’s hooves barely touched the ground, yet now pegasus hadn’t as much as flexed her wings, keeping them folded on her sides.

“I’m glad you are alright,” Twilight said, pacing around the table. “But, this is worrying. Changelings are clearly up to something. We still don’t know where Fluttershy is either.”

Rainbow Dash nodded, looking more serious now. “If you don’t mind, I’m going to stay here for the night. It could be a good idea that no one leaves Ponyville today. We don’t know what’s out there.”

“Of course,” Twilight said, now certain that Rainbow Dash was more shaken by today’s events than she looked, it was rare for the cyan pegasus to err on the side of caution. Besides, it was sensible. There wasn’t much they could do before tomorrow.

Rainbow Dash looked at the map table with a puzzled look on her face and gestured towards it with her hoof. “What’s up with that?”

Twilight blinked as she remembered in what she had spent the last few hours trying to accomplish. She turned towards the table, making up her mind.

There was something she could still do today. If they at least found out where Fluttershy was, they could make a more informed decision about their next course of action.

“I was trying to make the map to show me where Fluttershy is,” Twilight said as she lowered her hoof on the map and took a deep breath. “I’m going to try at it again, I almost got it before.”

Rainbow Dash’s mouth opened like she was about to say something, but the pegasus ended up staying silent instead with a frown on her face. After a moment of hesitation she smiled and nodded. “Sounds good to me.”

Twilight answered with a nod of her own, most of her attention already on the map. She closed her eyes again and concentrated. 

Rainbow Dash stood silently on the side as the glow of magic returned, enveloping both Twilight’s horn and the table.

Twilight methodically worked to the point she had reached before Rainbow Dash’s arrival, gradually adding her spell into the magic of the map.

Finally, Twilight released her spell, the tendril of magic from her horn disappearing into the map and fading into it. She opened her eyes and looked at the map, hoping that this would work.

At first, nothing happened. Then, the map flickered and Fluttershy’s cutie mark appeared in the air above it, quickly moving across the map until it stopped at its destination. Both Twilight and Rainbow Dash blinked in surprise as they saw the location right below it. Or rather, next to it.

“Cloudsdale? That can’t be right. How in the world Fluttershy could be there?” Twilight said and frowned, scratching the side of her head.

Rainbow Dash looked just as surprised, her mouth hanging open as she stared at the map.

Twilight waited for the map to do something else or for Fluttershy’s cutie mark to move further, but nothing happened. 

She had no idea how Fluttershy could have made it to Cloudsdale if changelings had ponynapped her, but the map was always right. It had been right even when the world itself was twisted with a time travel spell.

“She must have managed to escape from the changelings,” Twilight said with a relief before a thought occurred to her and she frowned. “But, why didn’t she come here?”

Rainbow Dash finally snapped her mouth shut and quickly turned to look at Twilight with her eyes wide.

“I should go there, right now!” Rainbow Dash almost yelled, impatiently tapping her hooves against the floor.

Twilight frowned and said, “But, you are injured! We can send somepony el..”

“There's no time!” Rainbow Dash interrupted. As she saw Twilight’s frown, the pegasus took a deep breath.

“I mean, I’m the fastest. We can’t ask anypony else to fly away in middle of the night when changelings are lurking around,” Rainbow Dash said in a more calm tone.

Twilight sighed, she couldn’t argue that point. If changelings were out there, asking for somepony else to risk themselves was out of question. 

“Alright, just be careful,” Twiligh said and turned to look at the map and Fluttershy’s cutie mark hovering above it. “We don’t know what is going and why Fluttershy went there instead of coming here.”

Rainbow Dash nodded and lifted herself up from the ground, quickly flying out of the room without a word.

Once the pegasus had left, Twilight sighed again, rubbing the side of her head. Working on that spell for hours had given her a headache. She needed to sleep if she wanted to think clearly.

At least Fluttershy wasn’t a prisoner anymore. Twilight knew that she should feel relieved.

Instead, she had an empty feeling in the pit of her stomach. It felt like she had missed something important just now.










Fluttershy’s hooves landed gently on the cloud and she breathed in relief. This was the first time she had felt safe because of the darkness surrounding her instead of being afraid.

She had actually done it! She had made her way to Cloudsdale all by herself in middle of the night! A new moon had helped to avoid changelings patrolling the forest, it was so dark you could barely see past your own hooves.

Fluttershy put on the cloak again since she no longer needed to fly, turning to look at the buildings in front of her. Most of the city was dark, the only source of light coming from an occasional window.

All she needed to do now was to make it to her parent’s house. It felt safer to walk there while wearing the cloak instead of flying without it. The last thing Fluttershy wanted was somepony to hear the buzzing of her wings and look outside their window to see a changeling flying past.

Fluttershy took a deep breath and walked forward, keeping her head down. She avoided the main street and instead used the smaller alleyways in between the buildings.

It still felt so bizarre. This morning, she had stepped out of the train in Ponyville’s train station. Now, she was sneaking through streets of Cloudsdale like a criminal, her fillyhood home. She felt like some monster from a story, sneaking around in darkness, covering her unsettling appearance with a cloak. All she needed now was some poisoned apples.

Wait.

What was that? It was something in the air, almost like a smell. It was so sweet and delicious...

Fluttershy’s head turned to her left and before she realized it, she had changed her direction, now walking towards a window on the other side of the street. She couldn’t resist it.

There was a faint light coming from the other side of the window. Fluttershy carefully glanced inside, trying to stay as out of sight as possible in case somepony was looking outside from the other side.

It was a small room, a foal’s room. There was a miniature railroad set on the floor, other toys resting on the shelves. 

The faint light she had noticed was coming from a small lamp next to a bed. A foal was lying in it. A mare, his mother, was sitting next to the bed and reading from a book to him.

A mother reading a storybook for her son. She smiled, gesturing with her hoof to emphasize her words. He laughed, clapping his hooves together. They didn't pay any attention to the window on the opposite side of the room.

Fluttershy smiled at the heartwarming sight and turned her head to step away from the window.

Or, at least tried to do so. Her hooves refused to move and Fluttershy found herself turning her head back to stare at the two ponies inside.

She could feel it. It was so intoxicating that it made her drool. 

Their love.

The innocent love of the foal, radiating a comforting feeling of safety. Pure and untainted by worry or doubt.

The even stronger love of his mother. Her love was equally flawless, tempered by hardships and experiences. She knew the pain of losing somepony dear to her. It made her appreciate what she had more than most ponies.

Fluttershy’s eyes moved to the bolt on the other side of the glass which kept the window closed. She stared at it. She knew that if she chose to do so, a green glow would envelop it and quietly pull it loose.

All she needed to do was to stand there next to the window. She would wait for the mare to leave and for the foal to fall asleep. None of the doors inside the house would be locked. She could feed, and use the love she gained from that to cast a spell to make sure that the parents would sleep for the whole day.

Then, she could pretend to be the foal’s mother in the morning. A simple lie would suffice, he was too young and too trusting to doubt anything her mother said to him. Love given freely was several times more potent than one taken by force. 

That would give her enough love to keep them all under her control. It would take at least until the day after tomorrow before anypony would wonder why none of them had come to school and work.

If a worried coworker came to ring the doorbell tomorrow, she could just disguise herself, lure them inside and…

Fluttershy felt bile rise up her throat and turned around as fast as she could, trying to run away from the window. All she managed was a clumsy stumble.

She felt nauseous, her hooves heavy. She felt pain in the back of her throat and gasped for air. The young changeling queen made to the other end of the street and collapsed against a wall, taking heavy breaths as she fell on the ground.

Fluttershy wanted to cry. She wanted to curl into a ball.

It had happened again! The hunger had returned, slithering into her thoughts so naturally that she hadn’t even noticed it.

It was like she was slowly changing into somepony else. Somepony who wasn't Fluttershy at all.

Fluttershy had never felt this alone.

Was this how Chrysalis saw the world? Everypony either as a prey or a threat? 

Despite everything, Fluttershy pitied Chrysalis and all the other changelings even more now. How lonely it had to be to live like this! Changelings fed on love, but never experienced it. 

How could anypony live like this without going utterly mad? 

Was that why Chrysalis never stopped talking about the queen’s duty to her subjects and the natural order? Because even she needed to come up with a justification for the way she was?

A door opened at the other end of the street. The mare Fluttershy had just spied on was standing in the doorway, peering into the darkness outside like she was searching for something.

Fluttershy leaned against the wall for support and hastily pulled herself up. The young changeling queen forced her hooves to move and stumbled into the darkness of a nearby back alley. 

Her parents. She had to reach her parents.

She would be safe there.











   












> Chapter 10: Reinforcements
> --------------------------------------------------------------------------

“Darling, are you sure this is the right way? It’s hard to tell in the dark, but that tree stump over there looks familiar....”

“Yes, I’m sure. I’m certain that it was this way. We will get there. Eventually.”

“Can’t you just use magic to get us there?”

“Spike, I’m a unicorn, not a navigator. Teleportation isn’t safe when you don’t know where you are or how far away are you from where you want to go.”

Cephalon scratched the side of his head as he listened to the prattle of the two unicorns and the baby dragon as they walked down the forest path. The changeling captain was hiding in a nearby bush, the rest of his squad scattered nearby.

The changelings had shadowed the trio for a while now, preparing their ambush. But, after listening to those three argue for an hour, he wasn't sure that this was even worth leaving his post at the bridge. To think that earlier he was worried that one squad wasn’t maybe enough to subdue these three!

The supposed Element of Generosity had done nothing besides complained about everything like some pampered noble. The dragon was clearly just a child, and by the sound of it, this Starlight was just a student, a failing one at that. Earlier, she had expressed nervousness at struggling with lessons Twilight had given to her.

All things considered, a dressmaker, a baby dragon, and a magic student hardly felt like a threat. Even if they all were known associates of Twilight Sparkle.

Oh well, it just meant that this would be over in quick order.

Cephalon hurried past the trio under the cover of the trees, making his way further down the road, other changelings taking their positions to surround their targets. Cephalon had first intended to fool the trio using disguises, but now it just felt pointless to waste magic on these fools.

Besides, it was always more enjoyable to see ponies trembling in fear when they realized what was going to happen to them.

The changeling captain hid behind a large boulder, waiting for the two unicorns and the dragon to get closer. Once they were close enough, Cephalon jumped on top of the boulder, allowing the trio to see him as he looked down at them.

They reacted exactly as he knew they would, stopping in their tracks and looking at him with their eyes wide open. Cephalon could almost smell their fear and anxiety in the air. All ponies reacted in the same way. 

Next, one of them would scream “Changelings! Run!” and…

“See, Rarity?” Starlight said, raising her hoof to point at Cephalon. “It was more than just a broken bridge.”

Cephalon blinked, turning down to look at the trio. Rarity also looked at the changeling captain and instead of screaming in terror, sighed and shook her head.

“There goes my hope of getting a decent amount of sleep tonight. Changelings mean that something dreadful is going on. Whatever they are up to, it can’t be anything good.”

Cephalon blinked again, feeling lost. This wasn’t how this usually went. He soon rallied, however. These ponies obviously didn’t understand their situation. That was why they acted so casually.

The changeling captain gestured with his hoof, the other changelings revealing themselves. The ponies were soon surrounded by drones, their glowing eyes forming a circle around the trio.

Both unicorns took a step back as they saw the changelings stepping out of shadows, the baby dragon trembling nervously between them. 

“Surrender, and you won’t be harmed,” Cephalon said.

It was true. After all, the very last thing changelings wanted to do was to hurt their food source. They would be kept safe in a cocoon just like all the others.

The two unicorns looked at each other and at the baby dragon between them, nodding to each other. From their determined expressions, Cephalon knew that they were about to do something, although the changeling captain couldn’t tell what it was. Maybe one of them would try to fight them as the others tried to escape?

Rarity stepped forward and after spending a second staring at Cephalon’s armor with a frown on her face, turned to look at the changeling captain.

“I know you are evil changelings and all, but is there any chance that we could skip all the barbarism and you could just tell us what that unpleasant queen of yours is up to this time?”

Cephalon stared at Rarity, at first not understanding what the unicorn was talking about. Finally, he recomposed and straightened his back, looking down at the ponies.

“You are surrounded and outnumbered, unicorn. I’m not going to tell you anything. Stop playing brave and act more fitting to your station, prey.”

Rarity scoffed at Cephalon and turned to look at the other unicorn. “Starlight, what do you think?”

Starlight looked at the two dozen changelings around them and shrugged, smiling. “I think they should have brought more changelings.”

Cephalon chuckled, amused. “A baby dragon, a dressmaker and a failing magic student are going to overpower all of us? You’re delusional, even for a pony.”

Starlight blinked, tilting her head. “A failing magic student? What do you mean?”

Cephalon snorted. Clearly, these ponies were too dense to understand that changelings had shadowed them ever since they left the bridge.

“I heard what you said earlier. That you are struggling with your lessons, afraid of disappointing Princess Twilight.” Cephalon said, expecting the unicorn to flinch in shame.

Instead, Starlight gave a sweet smile to Cephalon. “Oh, I see. I think you misunderstood. I’m struggling with my friendship lessons.”

Suddenly, Starlight’s horn started to glow with bright light as the unicorn continued:

“I'm passing my magic lessons with flying colors.”

Cephalon laughed. It was such an obvious trick! Twilight's student was trying to make him think that she was some sort of master mage. Any unicorn could make their horn glow. How could a pony need lessons about friendship anyway?

Yet, something in the way how Starlight smiled made Cephalon feel uneasy. That smug, unnerving grin felt out-of-place. It almost reminded Cephalon of Chrysalis herself.

So, just in case this was something else than a desperate bluff, Cephalon waved his hoof, signaling for his squad to attack before Starlight could finish whatever spell she was about to cast.

The changelings reacted immediately, charging at the two ponies and the baby dragon from all sides as Cephalon stood on the boulder, content on watching what he expected to be pathetic resistance from the unicorns.

His smile dropped when Rarity gracefully turned around and slammed her hooves into the face of the first drone to reach her, sending the unlucky changeling tumbling away.

Then, Starlight released her spell.

A shockwave of white-blue energy blasted the four changelings closest to the unicorn away with enough force to rattle Cephalon’s teeth, making the changeling captain avert his eyes to avoid the bright light. When he could see again, Twilight’s student turned her head and released a second blast of magic that proved just as devastating as the first one. With almost half of his drones beaten already, Cephalon’s throat felt dry.

More changelings came at Starlight, but suddenly the unicorn was flying. Or rather, floating in the air high above them as the third blast of magic hit even more of Cephalon’s soldiers, smashing into them like a stone wall.

He turned his gaze down and saw Rarity standing next to the baby dragon, a gem-like sphere separating them both from the changelings who tried in vain to crack the barrier between them and their prey.

The white unicorn was visibly sweating from the effort of sustaining the protective spell as changelings hammered their hooves against it, but Cephalon could already see that before they would be done with the barrier, Starlight would be done with them.

Cephalon quickly evaluated the situation and decided that it was time for a tactical retreat. He could escape while he still had drones left standing to occupy the unicorns. The changeling captain quickly turned around and jumped into the air, intending to put as much distance between himself and the fight as possible. 

Yet, before he could make good of his escape, a ray of magic hit him from behind. However, instead of injuring him, Cephalon felt like somepony was pouring freezing water all over him. The sensation lasted only for a second, but when it passed, the changeling captain found that he no longer could move his limbs, or even close his mouth. Everything in his vision had a weird blue tint in it.

Cephalon understood what had happened to him when the block of crystal he was now encased in dropped on the boulder he had stood on, sliding over as it fell on the ground, turning his world sideways.









Fluttershy sighed in relief when she saw the house of her parents at the other end of the street. The house was dark, which wasn’t surprising at this hour. It wasn’t very kind to wake them up this late at night, but this was an emergency.

Fluttershy’s chest felt tight, but she tried her best to stay calm, taking deep, slow breaths. She still didn’t know for certain how much Swirl Breeze and Rose Dust knew. What if they didn’t know that their daughter was a changeling?

If that was the case, Fluttershy was ready to do anything to convince them. If she couldn’t make her own parents believe who she was, she had no hope of convincing her friends about it.

Pulling the cloak more tightly about her, Fluttershy started making her way towards the house, when suddenly she heard a familiar voice from behind her.

“Fluttershy!”

The young changeling queen froze at the mention of her name, turning around towards the voice. When she saw who it was who had called her, she sighed in relief.

“Rainbow Dash!”

The newest wonderbolt grinned at Fluttershy as she came down, quickly walking to her. “I have been looking you from everywhere!"

Fluttershy’s smile dropped when Rainbow Dash came close and she noticed how battered the pegasus was, her mane disheveled, small bruises and scratch marks over her.

“Dash, are you alright?” Fluttershy said, looking at her friend’s injuries.

Rainbow Dash blinked. “Even in this situation, you are first worrying about me instead of yourself?” The pegasus shook her head, chuckling. “Don’t worry, it looks worse than it actually is. What’s important is that I finally found you.”

Fluttershy felt like collapsing on the spot now when Rainbow Dash was with her, feeling all accumulated tension leaving her weary limbs. With her best friend with her, she could relax. Together, they could get through anything.

Fluttershy rose her hoof to pull her hood down but seeing her own elongated limb made her pause as she stared at the holes in it. She had almost forgotten how she looked now.

“You know it is me? Despite the fact that I now look like… well, this?” Fluttershy said, gesturing at herself.

Rainbow Dash nodded enthusiastically. “Of course I know it is you!” The pegasus gestured to Fluttershy with her hoof, turning around. “Come on, we should go before anypony sees us.”

Fluttershy blinked in turn, turning to look at the house of her parents before returning her gaze to her friend. “Go? To where?”

Rainbow Dash sighed exasperatedly. “To Ponyville! Come on! We don’t have much time.”

Fluttershy nodded and pulled down her cloak to free her wings, Rainbow Dash already in the air.

But, something made her stop. Instead of rising to the air to follow her friend, Fluttershy stayed where she was. She couldn’t shake the feeling that something was off. There was something missing.

Rainbow Dash turned back to look at Fluttershy, now looking annoyed. “What is it? Why are you looking me like that?”

Fluttershy stared at her friend, trying to understand what was wrong in here, making her hesitant.

Then, Fluttershy realized it.

She didn't feel any love from Rainbow Dash.

She was starving for love. By this point it was so bad that she could feel it seeping from every house around her, emanating from pegasi sleeping inside.

Yet, when she stared at Rainbow Dash now, she felt nothing. That tiny voice at the back of her mind was completely silent. Fluttershy felt no urge whatsoever to steal Rainbow Dash’s love from the pegasus to feed herself. The pegasus had so little love in her that Fluttershy could barely even feel it.

Fluttershy’s eyes narrowed and she bit her lip as she stared at Rainbow Dash. After thinking for a moment, the young changeling queen made her decision.

“Dash, what did those bullies use to call you?” Fluttershy asked.

Rainbow Dash frowned. “Bullies? What do you mean?”

Fluttershy’s heart skip a beat, but she didn’t show any of it on her face as she continued:

“When you landed in that trash can. What was what they started calling you after that?” 

The pegasus opened her mouth to speak but stayed silent instead. Her eyes moved rapidly from side to side and finally after hesitating a moment she said:

“Rainbow... trash?”

Fluttershy stared at the pegasus, struggling to hold back her tears as she lowered her head down to stare at the cloud that made the street they stood on.

It just wasn’t fair! Every time she thought she could finally relax, something went wrong again. Would the rest of her life be like this? Never able to trust anypony’s face?

Fluttershy took a deep breath and rose her head, narrowing her eyes as she looked at the pegasus.

Or at least, the thing that looked like a pegasus.

“Wrong answer. You are not Rainbow Dash.”

The pegasus was silent for a moment and then pressed her lips together, sighing and shaking her head. “I guess it was pointless to try to fool a queen.”

There was a flash of emerald fire as the changeling took its real form, revealing the armored form of a changeling captain Fluttershy hadn't met before, his expression unreadable.

Fluttershy stared at the changeling, not bothering to hide her irritation. “Just leave me alone.” She said, despite knowing already that it was pointless.

“I’m sorry, but we can’t do that.” The changeling captain said, gesturing with his hoof. In response, a dozen changelings appeared from the shadows, surrounding Fluttershy. “Our orders are to bring you back.”

Fluttershy looked at the changelings surrounding her. To a pony, their expressions were unreadable. But, Fluttershy had already learned to look for the signs. The little gestures that gave away their emotions.

That is why she could tell that they all felt uncomfortable, reluctant. None of them wanted to do this. It gave her hope.

“And if I’m not willing to come back? Are you going to attack me and drag me back?” Fluttershy said, looking at each of them in turn.

The changelings avoided her gaze, a few fidgeting their hooves. Even their captain looked awkward, finally shaking his head.

“If there was no other choice? Yes. Queen Chrysalis is already displeased with our hive, we can’t cause her any further aggravation.” he said, other changelings straightening as they heard his words. “But, we won’t need to. You are going to come back with us voluntarily.”

Fluttershy raised an eyebrow, looking at the changeling. To his credit, the changeling captain met her gaze head on.

“If we return without you, the Queen will punish us. Severely.” The changeling captain said, looking at Fluttershy with a pained expression. “She told us to tell you that. And that she is more than willing to… discard some drones to teach a petulant child a lesson.”

Fluttershy bit her lip, narrowing her eyes. She wasn’t sure which annoyed her more. The fact that Chrysalis was threatening her own subjects so casually, or that other changelings saw it as her right to do and didn’t even question it.

Was it a bluff? Fluttershy’s gut told her that her aunt didn’t make idle threats. Or place any value for the well-being of other changelings.

The changeling captain opened his mouth, closed it again and looked at his fellow changelings. Finally, after some hesitation he spoke again:

“Also, we are not supposed to tell you this, but we captured Rainbow Dash earlier in the day. She is being held in the hive.”

A chill ran down Fluttershy’s spine, her throat suddenly feeling dry. She tried to speak, but the words died in her throat. Her hooves trembled, the young changeling queen again feeling like her hooves would collapse from under her at any moment, this time from fear instead of relief.

“I… is she alright?” Fluttershy managed to stutter out. She didn’t ask was it true or not, she already knew that it was. She wasn’t sure could these changelings tell a direct lie to her face even if they wanted to.

“Yes, she is kept unconscious in a cocoon, like all the others.” The changeling captain said, looking both guilty and relieved at the same time.

Fluttershy stayed silent, but they both knew already what she would choose to do. She could never choose to do a thing that would put other ponies at risk. Or changelings.

Fluttershy gave one last, longing glance at the house on the other end of the street, before turning back towards the changeling captain and rising to the air with him. The other changelings formed a loose circle around the two as they disappeared into the darkness,









Chrysalis straightened her back as she stepped out of the hive, carrying a small leather bag on her side. She looked down with disdain as her hooves touched the soft, muddy ground.

Soon she would no longer need to hide in swamps and caves. Changelings everywhere could step into the light and take their rightful places as rulers of Equestria.

With her leading them, of course.

And it would all start here. Originally, she had intended to hit Ponyville, Canterlot and Crystal Empire all at the same time. Unfortunately, discovering Fluttershy had forced Chrysalis to accelerate her timetable. Ponyville had to be taken care of before others, tonight. Before news of a second changeling queen in Equestria could spread any further.

Chrysalis moved her hoof to open the bag and looked at the jagged piece of black rock resting inside. The changeling queen smiled and gently tapped the rock with her hoof before closing the bag and turning her gaze upwards, towards the thick canopy of trees and the night sky behind them. This time, she was prepared for ponies and their magic.

Chrysalis stretched her limbs and jumped into the air, flying higher. She darted through the tangled mess of tree branches, making her way through the thick canopy.

As the changeling queen emerged through the leaves and made it into the open sky above the forest, Chrysalis was met by dozens upon dozens of glowing eyes all around her.

The changeling queen smiled as she looked at her loyal army silently hovering around her. This was more like it!

Unlike those weaklings in that pathetic hive below them, these drones wouldn’t question her orders. All they knew was hunger, untainted by prolonged contact with ponies and their naive ways.

Chrysalis’s smile grew wider as she rose higher into the air, turning to the west, towards Ponyville.

Without a word, the swarm of changeling drones followed their queen in a black cloud of fangs, hisses, and buzzing of wings. They all had just a single thought in their minds.

Soon, they would feed.








> Chapter 11: Reunion
> --------------------------------------------------------------------------

“You have a fancy helmet. That means you are in charge, right?” 

Cephalon didn’t answer to Starlight, mostly because he was still helplessly stuck inside the block of crystal. 

The changeling captain felt like an insect in a jar of a collector. His squad was scattered all around them, most knocked out and the rest groaning in pain, weakly twitching their limbs.

How was it possible that they didn’t know about this? None of their intelligence had suggested that Starlight Glimmer was this powerful.

“Darling, perhaps you should let the poor thing out before you ask questions from it?” Rarity said, standing next to the other unicorn. “It can hardly answer to you from inside that block of crystal.”

Starlight sighed and nodded, conceding to Rarity’s point. 

There was a flash of magic and Cephalon fell to the ground, the block of crystal gone in an eyeblink. 

The changeling captain weakly struggled to his feet, only to be met by Starlight’s horn, glowing with unreleased magic.

“You are going to tell us everything you know,” Starlight said, narrowing her eyes. “At least, if you know what’s good for you.”

Cephalon smiled, standing more straight. Yes, Starlight Glimmer’s prowess in magic was surprising. But, she was still a student of Twilight Sparkle. No matter who they were, there was always one weakness inherent in the pony culture. Their compassion.

“I’m not going to tell you anything,” Cephalon said, raising his hoof to silence Starlight before she could speak. “But, I will surrender.”

“Maybe you didn’t understand me.” Starlight said her tone ice cold.

There was another flash of magic, this time accompanied by searing heat. Cephalon turned to look at a tree next to him, now with a smoking hole going straight through its trunk. 

“I don’t care that you surrender, I only care about what you know.” Starlight finished, her brow creased.

Cephalon snorted, turning back to look at the unicorns. “Spare me your bluffs. You will not hurt me with your magic, much less blow a hole through me.” 

The changeling captain smirked as he saw the confusion on Starlight’s face. “There is no way ponies, cohorts of Princess of Friendship in particular, would ever use harmful magic on anypony unless it was in self-defense,” Cephalon said.

Ponies torturing prisoners for information? Laughable! There was no way a pony could...

“Oh boy, you really don’t know anything about Starlight,” Spike said with a smile as he walked to them.

The changeling captain blinked, lowering his gaze to look at the baby dragon. Cephalon had ignored Spike, deeming the pet lizard inconsequential.

“What do you mean?” Cephalon asked, trying not to feel nervous. He had a nasty feeling that another surprise about these three was on the way.

“When we first met her, she enslaved a village and used magic to steal away cutie marks,” Spike said in a casual voice, smiling to Cephalon like he was telling a particularly funny story. “Last week she cast a spell on like, all of Twilight’s friends to do her bidding for an afternoon.”

“I still can’t believe I ruined that beautiful tapestry above the door during all that.” Rarity said, sighing and shaking her head.

Cephalon stood there with his mouth open, completely dumbstruck. Before the changeling captain could really process any of that, Twilight’s student continued:

“In short,” Starlight said, giving Cephalon an innocent smile as she straightened her mane. “I was kind of evil. I also spent a good while researching on how to make somepony's life as miserable as possible with spells. Settled on time travel."

Cephalon blinked again. None of this made sense! Ponies weren’t supposed to act this way! 

Before the changeling captain could take his line of thought any further, Starlight’s horn started to glow again.

“So, unless you want to spend the rest of your life as a toad in the next pond we come across, which technically isn’t harming you by the way, better tell us what you know. Okay?” Starlight said in a sweet tone.

“B..but..that..” Cephalon stuttered, feeling adrift. The changeling captain’s gaze moved from Starlight’s unnerving smile to Rarity who just nodded to him encouragingly before starting to pick dirt from her hooves, ending finally in Spike who gave him a wide grin and thumbs up.

“Besides,” Starlight said while pointing at the dozen half-conscious changelings groaning behind them. “If you don’t talk, I’m sure that one of your drones will. At least after they see you thrown into a pond.”

Cephalon looked at all three of them, his shoulders sagging.

“Well, it hardly matters at this point. It is too late for you to do anything.” He muttered, trying to stop his wings from buzzing nervously.

“Our orders were to guard the bridge and prevent anypony from crossing. Any moment now, Ponyville will...”









Fluttershy’s hooves clumsily landed on the mossy ground of the forest floor. She felt the shabby leaves and dead twigs cracking under her. The other changelings landed gracefully around her, still in their formation even after making their way through the thick canopy of trees above them.

The young changeling queen rose her head to look at the familiar entrance of the hive, breathing out a deep sigh. Her wings felt like they had turned to lead. She could already imagine Chrysalis sitting in her room with more tea and lectures about the natural order ready.

Fluttershy took a step forward. 

Or at least, tried to do so.

Instead, she fell on her knees, barely managing to avoid collapsing completely.

The young changeling queen cursed in her mind. She had lost count on how many times she had collapsed today.

However, this time she couldn’t rise up. Her hooves refused to move, as did her wings. All she felt from them was steady, burning ache and soreness.

Fluttershy blinked and looked down at her treacherous limbs, willing them to obey her. Again, there was nothing.

Suddenly, other changelings appeared around her. They looked at Fluttery and each other, uncertain. Finally, the helmeted captain stepped forward.

“Are you alright?” The changeling captain asked, looking just as worried as every other changeling present.

Fluttershy heard the very genuine worry in the changeling’s voice, taking reassurance from it. However, the only thing that mattered now was Rainbow Dash.

“Take me to Rainbow Dash, now,” Fluttershy said, imbuing her voice with as much authority as she could muster.

The changeling captain frowned, taking a step back under the young queen’s gaze.

“Ah, um...” the helmeted changeling mumbled before finally straightening his back, regaining his composure.

“Take her to the hive, I will tell the guards at the entrance to inform Queen Chrysalis immediately.” The changeling captain said, avoiding Fluttershy’s furious gaze by turning around and leaving to do just that.

The other changelings stepped closer. Fluttershy didn’t resist when she felt their hooves moving to support her, gently lifting her up.

Together, they made their way to the hive’s entrance, only to find the changeling captain in an argument with one of the changelings standing guard there.

“What do you mean they left?!” The changeling captain practically shouted, his expression frantic.

The gate guard, in turn, looked awkward, only more so when he saw Fluttershy and others coming closer.

“Well, since there was no word and...” 

“We sent a messenger the moment when we found out that Queen Fluttershy was in Cloudsdale!” The changeling captain interrupted, his voice rising another pitch in volume.

The gate guard blinked, scratching the side of his head. “I have been here all night. We never saw any messenger.”

The changeling captain blinked, looking like he was about to collapse too.

“What are we supposed to do now?” He said as he held his hooves on the sides of his head.

“I will take it from here.” A deep voice interrupted from inside the hive. 

First Captain stepped out, not wearing his helmet of office, the other side of his head covered in a bandage instead.

Fluttershy allowed herself to smile at the sight of a familiar face and at the fact that he was alright after Zecora’s attack.

“You?” The other changeling captain blurted out, narrowing his eyes. “You are the failure who allowed her to escape in the first place!”

First Captain didn’t flinch, tapping his breastplate with a metallic clank. “I’m still the ranking officer in here, Tarsus. Queen Chrysalis was displeased with me, but she didn’t demote me.”

The other changeling captain opened his mouth to retort only for First Captain to interrupt him.

“You brought us a queen on verge of starvation. Do you really want to argue about hierarchy right now?” First Captain said in a flat tone that brooked no argument.

Tarsus seethed but nodded, stepping to the side and lowering his head.

First Captain gave a sigh of either annoyance or relief, gesturing to the changelings now practically carrying Fluttershy.

“Come, we must take her to the cocoons. She must feed before it is too late.”

Fluttershy’s first instinct was to flatly refuse, but Rainbow Dash was there, along with all the other unfortunate ponies changelings had ponynapped.

Also, even talking felt like an effort at this point. Fluttershy felt like a candle on verge of burning out or a flower that was about to wither away. She imagined herself losing all color and collapsing into dust like burnt wood,  the mental image making her shudder.

They quickly moved through the hive, dark tunnels looking much the same as earlier in the day. Yet, Fluttershy could feel that the mood in the hive was different.

It felt somehow more… relaxed. Now, with Chrysalis gone, it was like a lid was off. For starters, a lot more changelings just sat here and there, engaged in hushed discussions.

However, whenever changelings saw Fluttershy and the way they carried her across the hive, they all fell silent. The young changeling queen was certain that within minutes every single drone in the whole hive knew that she was here.

After what felt like hours, they reached another door made of that same green slime. Or rather, hardened goo, cold and rubbery. Fluttershy weakly turned her head and saw that a series of identical doors filling the both sides of the corridor. It almost felt like a vault of some kind.

The door in front of them didn’t look any different from all the others, but apparently, it was special in some way, judging from the two changelings standing guard in front of it.

First Captain gestured for them and the two changelings stepped aside, a soft green glow emanating from their horns as they turned towards the door, leaning their heads forward to touch the slimy surface. In response, the door slid open, revealing a small space behind it.

First Captain turned to Fluttershy, his expression neutral.

“Can you stand? I assume you want some privacy.”

Fluttershy blinked, tilting her head as she looked at the changeling captain. He had to know that Fluttershy would never feed on a helpless pony, even if there was nopony to see her do it.

She sluggishly turned her head to look into the room. It was otherwise empty besides a single cocoon. It looked like they all did. Roughly cylindrical, emitting pale, green light. The shadowy figure inside was clearly a pegasus, judging from the winged silhouette. Even through the transparent green surface, her multicolored mane was...

Rainbow Dash!

Fluttershy’s eyes widened when she recognized the pegasus. It took all her willpower to not to shout Dash’s name aloud!

She turned to look at First Captain who stared back, lowering his head in a slight nod.

Fluttershy still didn’t know what the changeling captain was up to, but if it meant getting to Rainbow Dash, she was willing to go along with it.

With a strained effort, the young changeling queen stood up, brushing away the changelings supporting her. It was a constant struggle to stand, but the sight of Rainbow Dash being right over there gave her strength.

Once she had steadied herself, Fluttershy nodded, walking forward past the changeling captain and stepping into the room. Other changelings attempted to follow, but First Captain rose a hoof to stop them.

However, Fluttershy’s attention was entirely on her friend. She walked to the cocoon, half falling on her knees in front of it. She peered inside, desperate to make sure that her friend was alright.

Rainbow Dash looked asleep inside her prison. Her mane was disheveled and her wings missed a few feathers, but otherwise she looked uninjured. Knowing the pegasus, she had not allowed herself to be captured quietly.

Fluttershy heard the organic door close behind her, realizing that she was now alone in the room with First Captain. 

“I expected you to protest when I mentioned feeding. You already knew about Rainbow Dash?” He asked, stopping next to Fluttershy.

“That other captain told me,” Fluttershy said as she turned to look at Rainbow Dash again. “I think he thought that it would make me more willing to come along without a fight.”

First Captain nodded. Before he could speak again, Fluttershy turned to look at him.

“She threatened to kill them if I didn’t come,” Fluttershy said, shaking her head. “How can you follow somepony like that?” 

“Because she is the Queen.” First Captain said in a flat voice with no hesitation whatsoever. It sounded like something said a hundred times before, you could hear the capital letter at the start of the title.

“Right now that isn’t important,” The changeling captain said. “You need to feed. Drones only lose their magic and grow weak, queens can’t survive without love. There is no time to argue.”

“Never,” Fluttershy stated flatly. 

It was hard to keep her head up by this point. She didn’t feel pain anymore, just numbness. It was difficult to stay focused. But, that didn’t change anything. Fluttershy could never hurt another living being just for her own sake, no matter what.

However, instead of arguing, First Captain nodded.

“I know. You will rather die than steal love.” The changeling captain said with an admirable lack of emotion in his voice. “Which is why I brought you here.”

Fluttershy blinked, not understanding. What could having Rainbow Dash here change?

First Captain saw her confusion and sighed wearily.

“Chrysalis could maybe persuade you to abandon your morals, using magic if nothing else worked,” the changeling captain explained. “But, we don’t have time to wait for her to return.”

Even as Fluttershy stared, First Captain lowered his head, the tip of his horn touching the cocoon.

“If you don’t take love, the only alternative is that somepony gives it to you voluntarily,” First Captain said, his horn glowing with sickly green light against the cocoon. “I hope we still have enough time to convince your friend before it is too late.”

Fluttershy opened her mouth in shock, struck speechless as she finally understood the changeling captain's intent.

The young changeling queen was too stunned to do anything besides stare as the room was illuminated by a bright green light, the cocoon imprisoning Rainbow Dash melting away like wax.

Soon, the pegasus laid on the floor, the last remains of her prison becoming dry dust.

Rainbow Dash groaned, trying to steady her swaying head with her hoof as she slowly rose to sit. As she rose her head, the pegasus looked straight at Fluttershy.

“F… Fluttershy?” Rainbow Dash said groggily, her eyes half open.

“Rainbow Dash! Are you alright?!” Fluttershy almost shouted, words out of her mouth before she even realized it. If her limbs hadn’t felt like lead, she would have dashed forward to hug the pegasus.

The said pegasus used both of her hooves to steady her swaying head, closing her eyes.

“Not so loud!” Rainbow Dash groaned, not opening her eyes. “Gah, I feel like that one time when I challenged Applejack into a cider drinking contest.”

Her friend’s words made relief flood through Fluttershy and she gave out a sigh of relief.

“What is the last thing you remember?” Fluttershy said, glancing at First Captain who was standing on the side, silent and motionless.

“I...I was...” Rainbow Dash stuttered, her voice trailing off. 

“I was...” The pegasus said again, opening her eyes and blinking rapidly as she looked at Fluttershy.

For an instant, Rainbow Dash only stared at Fluttershy, puzzled.

Then, her eyes went wide open, her expression twisting into a snarl.

“I was attacked by changelings!” Rainbow Dash shouted and lunged at Fluttershy.








> Chapter 12: Devotion
> --------------------------------------------------------------------------

“Well, this is certainly a more comfortable way to travel,” Rarity said as she looked at the dark forest flashing past below her. “Are you sure you will be alright?”

Starlight Glimmer didn’t answer at first, all her attention focused on the flight spell. The unicorn’s horn shone with a brilliant light that enveloped both unicorns, Spike riding on Rarity’s back. Together, they levitated across the night sky.

“I can handle it for a while,” Starlight said, not turning her head. “Ponyville is in danger, we can’t afford to waste any more time.”

Spike held tightly on Rarity’s back, trying his best not to look down. Even if they were only flying just above the treeline, it was still far too high for the dragon’s liking. Enough to make him less enthusiastic about his current position than he normally would have been. 

“You didn’t really plan to turn that changeling into a toad, did you?” Spike asked, also trying not to sneeze despite Rarity’s perfumed mane fluttering right in front of his face.

“Of course not,” Starlight snorted and shook her head. “Thank you for playing along with it by the way.”

“That changeling looked so disappointed to end up in a block of crystal again,” Rarity said with a smirk. “What will happen to them?”

“The spell fades in a day or so,” Glimmer said as she looked down to make sure they were still following the river. It should eventually lead them to the lake next to Ponyville. “If a wild animal happens to find them, the crystal is too hard for it to do more than to bounce them around.”

“I still think it lied to us,” Spike stated. “Fluttershy is a changeling? How does that make sense?”

“Well, I did plan to turn one of Twilight’s friends into a hideous monster just to cause her grief before I found Star Swirl’s spell,” Starlight admitted with a guilty smile. “Maybe Chrysalis thought of it too? Deception and turning friends against one another is kinda her thing, isn’t it?”

“We will know once we get there,” Rarity said, looking at them both. “Chrysalis went through all this trouble to isolate Ponyville. We can be certain that she does have something terrible planned.”









Tibia crept through the bush, stopping to peer through its leaves at Ponyville all around her. The timber-framed houses with their thatched roofs cast long shadows across the dark streets. All houses were dark, streets empty.

The changeling scout glanced further. She saw the towers of the castle in the distance, clearly visible even in the middle of the night.

Tibia didn't see them, but she knew that other scouts were also moving into position, slowly surrounding the town. The main force would move in once everything was ready. They wanted to use the element of surprise as long as they could.

Ideally, by the time ponies realized what was happening, changeling drones would already be dragging them out of their houses.

Considering that Tibia hadn’t seen even a single guard or sentry anywhere, even being this careful felt like a waste of time. Ponies were completely clueless to what was about to...

“Boy, it’s fun to sneak around, isn’t it? It’s like playing hide and seek!” somepony said from behind Tibia in a cheery tone.

“Be quiet!” Tibia whispered as loudly as she dared to. She turned around to chastise what sounded like an overly eager hatchling, only to be greeted by a wide smile of a pink pony with three balloons as her cutie mark.

Pinkie Pie enthusiastically waved her hoof to the stunned changeling scout, giggling.

“You bug-bugs are really good at playing hide and seek!” she said, poking the changeling’s nose with her hoof. “Do you think Pinkie Sense counts as cheating?”

Tibia opened her mouth to speak, only to blink when she realized that there was now a bright red clown nose stuck on her face.

“Playing without telling anypony about it is not nice though,” Pinkie Pie scolded the changeling scout with a disapproving frown on her face. “I think everypony could use a heads-up!”

Before Tibia could move to grab her, Pinkie Pine flashed past the changeling scout and toppled her over. Tibia grunted when the side of her head hit the grassy ground, trying to rise up so she could catch that bizarre pony.

This proved difficult because somehow her hooves and wings were now tied together with yarn string. All she managed to do was to roll clumsily out of the bush.

It was enough to give her a clear view of Pinkie Pie, who was now standing on the roof of the house next to them. The party pony was also holding a ridiculously large trumpet, or at least something that pretended to be one.

Pinkie Pie winked to the changeling scout, taking a deep breath. 

Then, the party pony started blowing the trumpet.

The noise that filled the air could have raised the dead. It was almost ear-shattering in its loudness. 

The intense, vibrant cacophony of sound echoed through the night. Within moments, lights were turning on all around Ponyville, groggy residents opening their windows and doors. In a town where monster attacks were almost routine, having to come out of your bed at night wasn’t even a surprise, merely an annoyance.

Tibia laid there on the ground, half deaf and too dazed to even crawl away. 

She felt like taking over Ponyville wasn’t going to be so easy after all.









Fluttershy yelped as her head hit the floor. She was on her back with Rainbow Dash pinning her down, the pegasus pressing her hoof against the young changeling queen’s neck.

“You!” Rainbow Dash shouted, baring her teeth. “What did you do to Fluttershy? Where is she?!”

Fluttershy didn’t struggle, raising her head to look at the pegasus.

“It’s me, Dash. I know I look different, but I’m still Fluttershy,” she pleaded. “Please believe me! I felt sick in the meeting and came back early. When I got home, I turned into this!”

Fluttershy expected… no, feared that Rainbow Dash would angrily dismiss her out of hoof. Instead, the pegasus was silent for a moment, not moving or saying anything.

“Prove it,” Rainbow Dash finally said, narrowing her eyes.

Fluttershy sighed in relief. Dash was giving her a chance! The young changeling queen gulped, knowing that this was the one and only chance she would get.

“Bullies used to call you Rainbow Crash,” Fluttershy said, locking her eyes on her friend. “I was Klutzershy.”

Rainbow Dash blinked, the pressure on the young changeling queen’s neck easing a little.

“Zephyr Breeze wanted to make your mane more ‘radical’ when you two first met. You agreed because you didn’t know what a mohawk was, but it sounded cool,” Fluttershy continued.

And so it went on. 

Fluttershy told one thing after another from their fillyhood. The frown on Rainbow Dash’s face gradually faded. It was first replaced by puzzlement and finally a determined stare.

“Your first crush was S...”

“Fine!” Rainbow Dash interrupted, putting her hoof on Fluttershy’s mouth. “That’s enough. I get it.”

“Do you now believe it is me?” Fluttershy asked, gulping nervously.

The pegasus stared down at the young changeling queen, biting her lip.

“So, you are a changeling?” Rainbow Dash asked. “This is not like that one time when Discord accidentally turned your mane sky blue when he sneezed?”

”It was mossy green with flowers, actually,” Fluttershy stated, smiling weakly at the memory. “He also didn’t sneeze, he hiccuped.”

Rainbow Dash’s shoulders relaxed and the pegasus smiled, sighing in relief. She stopped pinning Fluttershy down and instead pulled her up to sit.

“I was so worried about you,” the pegasus admitted, briefly closing her eyes and taking a deep breath. “I don’t care what you are, as long as you are still Fluttershy.”

Fluttershy nodded, trying to ignore the blurring in her vision as she smiled at her friend. The young changeling queen’s mind felt sluggish and it was an effort to keep her head from swaying, but she steadied herself with her hoof.

The hunger hammered her mind with enough force to turn it into physical pain, demanding her to move, to feed.

Fluttershy gritted her teeth and ignored the urge. She stubbornly pushed it to the back of her mind, determined not to show any of it in front of her friend.

“Do you want to explain what is going on?” Rainbow Dash asked, glancing at First Captain standing on the side. “Changelings are still bad, right? If they wanted to take me to you, they could have just asked.”

Fluttershy shook her head, gathering her thoughts. 

“Chrysalis is back. It was a surprise to everypony that I’m a changeling, even to other changelings. Chrysalis is also apparently my aunt. I’m a changeling queen, whatever that means.”

Rainbow Dash blinked rapidly, tilting her head. “So you are not only a changeling but also changeling royalty or something?”

“Something like that,” Fluttershy said, feeling out of breath. She moved her hoof on her chest, trying to stay calm. “Chrysalis is the reason why changelings attacked Canterlot. She has convinced them all that ponies and changelings can’t coexist.”

Rainbow Dash frowned. “They can? Even with the whole feeding on love thing?”

“Yes!” Fluttershy said, taking a ragged breath. “I never fed on anypony. Chrysalis tried to make me, but I still didn’t.”

“Where is that hag, anyway?” Rainbow Dash said, glancing around the room like she expected Chrysalis to appear out of thin air at the mention of her name.

“She left before I got here, I don’t know...” Fluttershy’s sentence trailed off and she turned to look at First Captain. The changeling captain was being almost suspiciously silent.

“Where did she go? It felt like I’m so important to her. What made her leave?”

The changeling captain shifted uncomfortably, not meeting Fluttershy’s stare.

“It’s something awful, isn’t it?” Fluttershy said, narrowing her eyes.

“Yes,” First Captain said in a clipped tone. “She was waiting for reinforcements to arrive from the Changeling Kingdom."

"Reinforcements for what?" Rainbow Dash asked.

First Captain squirmed, clearing his throat. "For her attack on Ponyville.” 

Fluttershy and Rainbow Dash both stared at the changeling captain for a moment.

The pegasus recovered first. “We must warn them!” Rainbow Dash said, already up in the air and heading towards the door.

“Dash, wait!” Fluttershy said, raising her hoof to stop the pegasus before turning to look at First Captain. Something didn’t feel right.

“Reinforcements? Why didn’t she take any of you in this hive with her? You have spied Ponyville for months, why did she need other changelings?” Fluttershy said, hoping that the reason was what she thought it was.

First Captain frowned, lowering his head to look at the floor.

“She doesn’t trust us."

Seeing that both of them were still looking at him, the changeling captain sighed and continued:

"The failed attack on Canterlot shook our faith in her. Thorax wasn't the only deserter.” 

First Captain raised his head to look at Fluttershy. 

“I told you before. Ponyville has changed us. None of us want to fight ponies anymore. Queen Chrysalis sensed that. Changelings who are with her now mostly come from outside Equestria. They won't question her orders."

Fluttershy smiled, turning to look at the pegasus. “See, Rainbow Dash? Changelings can change.” 

“Yeah, maybe.” Rainbow Dash said, narrowing her eyes at the First Captain. “There is still an army of changelings about to attack Ponyville. We can figure out which changelings don’t need a hoof to the face later.”

Fluttershy sighed. But, Rainbow Dash was right. They needed to get to Ponyville as fast as possible.

The young changeling queen rose to stand. Her hooves trembled and her wings felt like dead weight.

She felt cold, so cold. Her stomach was twisted into a knot. Fluttershy clenched her teeth and ignored it, willing her hooves to move.

She took one tentative step forward and fell. One moment she was standing, the next she was laying on her side.

Fluttershy whimpered in pain against the cold floor, her limbs refusing to move. She couldn’t see anything besides vague blurry shapes.

Somepony was calling her name. The words were just noise.

She could feel somepony touching her. Hooves shook her, tried to lift her up.

Soon, Fluttershy couldn’t feel that either. She felt like she was falling. Everything was turning black.

She was so hungry…










“What’s wrong with her?! Answer!” Rainbow Dash shouted, clinging to unconscious Fluttershy. 

First Captain flinched, taking a step back.

“Sh... she is starving for love,” the changeling captain stuttered. “She refused to feed on ponies against their will. That's why I brought her here, to you.”

Rainbow Dash’s mouth fell open as she turned to look at Fluttershy. The young changeling queen looked like she had a fever. Her mouth was hanging open as she took ragged, weak breaths.

The pegasus gulped as she held Fluttershy, realizing that she weighed almost nothing. 

“Well? How do we fix it?” Rainbow Dash said and snapped her head up to look at the changeling captain.

“We can’t,” First Captain said, falling on his knees and lowering his head to the floor. “She can’t feed when she is unconscious, we have to wait for her to wake up.”

Expect, First Captain knew the symptoms. She wouldn’t wake up. Once starving changelings deteriorated to that state, they were beyond help. 

In most cases, changelings lost their minds and forcefully fed on anything they could find before they lost consciousness. Fluttershy had somehow managed to resist that urge all this time, even when a pony filled with love was sitting right in front of her.

First Captain closed his eyes, resigning to his fate. Tarsus was right. He was a failure. Fluttershy would die just like her mother and…

“How do changelings feed?”

The question snapped the changeling captain out of his dark thoughts.

“What?” First Captain asked, staring dumbly at Rainbow Dash.

“Answer the damn question! How do changelings feed?” the pegasus said again, her jaw set in a hard line.

“Um… well, there are a few ways to do it,” First Captain said hesitatingly. “The most common way is draining the love into our mouths.”

“Like eating or drinking?" Rainbow Dash said in a sharp tone.

“Well, not exactly.” First Captain didn’t know where the pegasus was taking this, but at this point, there was nothing to lose. So he explained:

“It's a natural instinct. We open our mouths and the love usually manifests as this sort of vapor that flows out of our prey. Sometimes, disguised changelings also use romantic gestures as a cover for their acts of feeding. It’s more subtle and takes less effort since the mind of the prey is unaware of what is really happening and..."

“You do it without thinking about it? Does it matter what kind of love it is? How close you need to be?” Rainbow Dash interrupted as she turned Fluttershy on her back, gently lowering her to the floor.

“It takes a conscious effort to drain the love out of them against their will. Able to get close to our prey makes it easier, the direct physical contact being the best,” First Captain said, rising up and walking closer. “It doesn’t matter what kind of love it is, as long as it’s genuine." 

Rainbow Dash was silent for a moment as she stared at Fluttershy. The pegasus took a deep breath through her nose, exhaling through her mouth. 

“Turn around,” Rainbow Dash said.

“What?”

“I said, turn around!” Rainbow Dash repeated, a slight flush creeping across her cheeks.

First Captain looked at the pegasus and shrugged, doing as he was told. At least, for a few seconds. After that, the changeling captain turned his head a fraction to glance what was going on behind him.

What he saw was Rainbow Dash taking another deep breath before moving her hooves behind Fluttershy’s head. The pegasus lifted the young changeling queen up, Fluttershy’s head resting against her chest. 

Then, Rainbow Dash leaned down and moved her lips on Fluttershy’s.








> Chapter 13: Inspiration
> --------------------------------------------------------------------------

Chrysalis sat on the hill while she looked down at the Ponyville below. She smiled at the occasional flashes of emerald flames whenever they appeared. It was too dark for even the acute senses of a changeling to make out any real details what was going on, but she could hear the screams in the wind.

This was the part she enjoyed the most, being able to see her efforts finally bearing fruit. By morning, Ponyville would be a ghost town. With the railroad broken, it would take some time before anypony would come here.

Chrysalis felt a shiver go down her spine as she imagined the expressions of those first ponies to arrive. News would spread quickly of the abandoned town. The mystery would breed speculation and rumors. Nopony would feel safe.

She licked her her lips as she imagined how Celestia and Luna would feel knowing that their subjects could be snatched away from them so easily.

Her original plan was to kidnap every single princess in Equestria and their closest allies at the same time so she could replace them with her own drones. Unfortunately, discovering Fluttershy had forced her to accelerate her schedule.

It couldn’t be helped, the existence of another changeling queen was simply too much of a risk to leave alone. A great deal of her authority rested on the fact that there were no alternatives to her rule.

Oh well, the girl couldn’t always have all she wanted. Maybe she didn’t get the grand victory she originally intended, at least not yet. Seeing Twilight’s expression when Fluttershy drained her dry and turned the alicorn princess into a lifeless husk was going to be a reasonable consolation prize.

Chrysalis saw the changeling captain in charge of the invasion force walking up the hill to her. The changeling queen took a deep breath and sighed, mentally preparing herself for what she knew was coming.

“Pharynx, how many ponies did we miss because of that horn?” Chrysalis said, not turning her head from the scene below them.

“My queen,” the changeling captain saluted, “many ponies managed to make it to the castle before we could get to them. We have rounded up the rest, but the castle itself is resistant to our magic. Forcing our way in won't be easy.”

Chrysalis didn’t bother to even ponder how all ponies knew to run to the castle in case of an emergency, she already knew the answer. It was just like Twilight to have a detailed plan about  what to do in an occasion like this. Chrysalis was certain that the purple alicorn had bored the inhabitants of the town to death with more than one town hall meeting detailing out what to do in case of a monster attack or some other similar event.

“Are there problems anywhere else?” Chrysalis asked while wrinkling her nose at the castle in the distance.

“The only other place where we are still meeting resistance is the apple farm. I sent in three more squads, I’m certain that ponies there will be contained soon,” Pharynx said in a clipped tone, not moving a muscle during his report.

“You should probably go there yourself, just in case,” Chrysalis said as she rose up to stand. “Twilight’s allies should not be underestimated.”

Pharynx saluted again but didn’t move to leave, his forehead puckered in a frown.

“What about the castle? With my form-shift, I could maybe smash down the doors of the castle before morning,” the changeling captain said.

Chrysalis waved her hoof dismissively.

“Perhaps you would, but it would still take too much time. That large insect form of yours has brute force, but that won’t work for us in here. Go demolish that annoying farm instead,” the changeling queen said, her wings buzzing as she jumped up and started to fly towards the distant castle.

“I will deal with Twilight. Contrary to what my naive niece insists, kindness is a weakness, not an asset. Princess of Friendship won’t have any choice in this whatsoever,” Chrysalis said with her mouth curved into a smile.













First Captain stared at Rainbow Dash slack-mouthed, completely stunned by what he was looking at. Rainbow Dash held Fluttershy’s limp form in a tight embrace and held their lips locked together.

Since the blue pegasus also kept her eyes closed, the changeling captain turned around to properly look at the two.

Somehow, he still didn’t really believe what he saw. Somepony attempting to give their love voluntarily to a changeling was something that simply didn’t happen. Ponies loved the disguise changelings wore, the pony they impersonated. Not the changeling itself. He had never heard anypony doing this before!

First Captain followed with his gaze how something that looked like rose-colored mist started flowing from Rainbow Dash to Fluttershy. He didn’t need to get any closer to understanding what it was. He could feel the powerful emotions moving in the air.

The changeling captain had enough time to see the young changeling queen’s eyes to snap wide open before a brilliant flash of light blinded him as it enveloped the entire room.

Seconds later, First Captain lowered his hooves from covering his eyes, blinking rapidly to clear the black spots from his vision. He narrowed his eyes, trying to make out what he was seeing in the midst of the fading light.

Rainbow Dash was still sitting there with her wings spread open, taking deep breaths.

Fluttershy was now awake with her wings faintly buzzing as she stared at Rainbow Dash with her mouth wide open, still held by the pegasus.

As the final vestiges of the light disappeared, First Captain momentarily saw a thin silhouette over the young changeling queen. A tall, majestic form covered in brilliant colors with wings that reflected light in beautiful and radiant tones.

He blinked and the silhouette was gone, leaving the young changeling queen there looking just like she did before. He wasn’t even sure was the other shape just his imagination.

Well, not that it mattered right now. There were more important things to think about.

The changeling captain closed his eyes and shook his head to clear his vision before walking closer to the two.

Rainbow Dash and Fluttershy still stared at each other, both looking equally surprised.

The pegasus recovered first, letting go of Fluttershy and stepping back with her face red and flustered.

“Th-there,” Rainbow Dash said with a nervous gulp, folding her wings with a bashful look on her face. “All better, right?”

Fluttershy’s face was somehow even redder and it took a moment before she blinked and gave a weak nod.

“Y… yes. Th-thank you,” the young changeling queen murmured while staring at the ground.

“Don’t worry about it!” Rainbow Dash said, giving embarrassingly forced chuckle while she waved her hoof dismissively. “Needed to get you back on your wings again. You had me worried there for a moment. You looked like, the opposite of awesome.”

First Captain followed the exchange, raising an eyebrow. He felt like there was something going on that he didn’t see, but wasn't sure what. But, he quickly abandoned that train of thought as well.

The only thing that mattered was that Fluttershy was well.

“My queen...” he started, but stopped immediately when the young changeling queen turned to look at him.

First Captain suddenly found himself on his knees and his words stuck in his throat under Fluttershy’s stare. It was like there was invisible pressure in the air pushing him down. Just moments earlier the young changeling queen had looked like she was about to crumble to dust.

Now, it felt like Fluttershy was somehow more real than her surroundings. First Captain tried to drag his gaze away, but couldn’t. The young changeling queen radiated power that rivaled that of Chrysalis herself.

First Captain managed to glance at Rainbow Dash who just looked back at him with a puzzled expression. How could she not feel that?

“What is it?” Fluttershy asked and as she blinked, the spell was broken. The pressure was still there behind her eyes, but no longer directed at him.

“I…” First Captain stuttered out as he rose up and took a deep breath, “thank the hive you are alright. How do you feel?” the changeling captain asked.

“How I feel?” Fluttershy repeated, more to herself than to First Captain. She looked at her own hooves, her brows knitted in a frown.

“I feel… strong,” the young changeling queen said, still staring at her hooves. “Like I could do anything. This must be how...”

Fluttershy’s eyes widened and she raised her head up to look at the both of them.

“Chrysalis! We must stop her!” she yelled while rising on her hooves.

Rainbow Dash’s expression quickly changed from lingering embarrassment into a confident smile and she slammed her hooves together.

“That’s what I like to hear! Time to kick some changeling flank!” the cyan pegasus said, already flying towards the doorway.

“No!” First Captain shouted before he could stop himself. Rainbow Dash and Fluttershy both turned to look at him, the former with annoyance written plainly on her face and the latter with a sad frown.

“Why?” Fluttershy asked as she turned to look at First Captain again.

First Captain opened his mouth to speak. He knew what he was about to say. He had brought Fluttershy here in the first place to make her feed on love. It was the duty of the hive to protect its queen or queens. He was doing something no changeling could disagree with.

Going directly against Chrysalis was a completely different thing. It was treason! All changelings worked together for the good of all, doing their own part. Questioning your role or the role of others invited discord and anarchy which weakened the hive as a whole.

Yet, First Captain didn’t say any of that. Somehow all those arguments felt empty now.

The changeling captain raised his gaze from the floor to Fluttershy. The young changeling queen stared at him with a frown that wasn’t angry or disapproving, simply concerned. It wordlessly expressed that whatever it was that bothered him, she was willing to listen and help.

A small voice in the back of his mind asked when was the last time Chrysalis had ever watched him or anypony else in the hive with genuine worry about others written plainly on her face.

Hearing no counter-argument, the voice continued by saying that the hive could have only one queen. Which one would he really prefer following if push came to shove? Was following Chrysalis really what was the best for the hive?

“I…. I don’t know,” the changeling captain finally said, wracked by indecision.

“Oh come on!” Rainbow Dash spat out angrily and was about to charge at the changeling captain, only stopping because Fluttershy raised her hoof.

The young changeling queen looked at First Captain for a moment. Then, she looked down at the ground before breathing out a deep sigh and nodding to herself.

“Dash,” the young changeling queen said  while taking another deep breath, “I’m going to talk to all changelings here before we leave.”

“What?” Rainbow Dash said with a puzzled frown. “We don’t have time for that! Twilight needs our help!”

“And this way we are going to help her more than we would with the two of us charging at Chrysalis and her army,” Fluttershy said in a determined tone that brooked no argument.

Rainbow Dash and First Captain looked at each other as Fluttershy calmly walked past them. Then, they both nodded to each other and turned to follow her out of the room.











Fluttershy gulped when she stepped into the large cave with Rainbow Dash. First Captain had left to gather all changelings in the hive. Dozens of them were here already and more walked in every second.

Fluttershy didn’t know how she thought she could do this. A few minutes ago back in the room where Rainbow Dash was imprisoned, she had felt like nothing was impossible.

Now, she thought about talking aloud in front of over hundred changelings and her hooves trembled. She hated crowds! Being the center of attention of one was so much worse.

But, she needed to do this. If she ever wanted to prove that changelings could change, she needed to convince changelings themselves about it before she could do the same for ponies.

First Captain walked in with the final group of changelings and nodded to Fluttershy to signal that everypony was here.

Rainbow Dash was flying in circles above them, the pegasus clearly anxious to leave already. She eyed suspiciously at the large crowd of the changelings, and a few changelings who had either one of their wings or hooves wrapped in bandages, staring back at the pegasus with an equal amount of suspicion.

Fluttershy took yet another deep breath, trying to calm herself with the breathing exercises Twilight had once taught her.

Finally, last of the changelings sat down and all eyes turned on Fluttershy. The young changeling queen gulped but straightened herself and walked to a large rock at the center of the room that acted as an improvised speaker pedestal.

For a moment, Fluttershy imagined how Chrysalis would do this. She would start with an arrogant laugh and dominate the space with her utter self-confidence. The older changeling queen would remind all changelings in the room that she was both the strongest and smartest of them all, ruling with both the might and the right to do so.

Fluttershy felt something in the back of her head telling her that she could do the same. She was born to rule just like other changelings were born to follow the likes of her. It was the natural way of things.

Fluttershy grit her teeth and silenced the voice that was starting to sound more and more like Chrysalis.

“You all know who I am,” she said while running her gaze across every changeling in the room, “or at least what I’m supposed to be.”

Knowing that trying to find any kind of reaction from the expressionless faces of changelings was futile, she quickly continued:

“And if you have pretended to be ponies in Ponyville for all this time, I’m sure that at least some of you know me personally. Others maybe saw me with my friends during the wedding in Canterlot.”

There was still no response from the crowd, but Fluttershy could see how Rainbow Dash gritted her teeth above her.

“Chrysalis is attacking Ponyville as we speak so I don’t have much time. I need to go to help my friends,” she said as she turned to look at the crowd as a whole.

“In short,” she said with a nervous gulp, “I want all of you to come with me and help me protect Ponyville.”

This time there was a reaction. The cave was suddenly filled with the chatter of the crowd as the changelings turned around to argue among themselves.

Fluttershy tried to speak, but the noise drowned out her words. She tried to speak again, unable to shout loudly enough.

“SHUT UP!”

The shout almost knocked over changelings closest to Rainbow Dash as the pegasus yelled out the words. The room was suddenly silent again as the echo of Rainbow Dash’s voice reverberated around them in the cave.

The pegasus nodded approvingly at the stunned silence and saluted to Fluttershy with a wink.

Smiling to her friend, Fluttershy started to speak again:

“It’s not an order,” the young changeling queen said, “I have never wanted to rule over anypony. I’m not going to make you do what I want because I have told you to do so. Instead, I just want you to think.”

Fluttershy raised her hooves on her chest, taking another deep breath.

“I have lived all my life with ponies. I have never stolen love or pretended to be somepony else. I’m one of the Elements of Harmony,” Fluttershy said, pointing her hooves towards the crowd. She had never before tried to point out her position to prove something, but this was an exception.

“I have friends who trust me despite knowing that I’m a changeling!” Fluttershy pointed her hoof at Rainbow Dash, “Friends whose love is everything I need!”

Fluttershy ignored the rapid beating in her chest and rose to stand.

“Changelings and ponies don’t need to fight! They can coexist! If I can do it, so can anypony else!” she shouted.

This time there was no chatter or disbelieving shouting. Instead, changelings just turned to look at each other uncertainly.

“You don’t need to steal love from others! All you need to do is to make them give it to you on their own! Not by pretending to be somepony else, but by being yourselves!” she said, reaching her hooves out imploringly.

“I’m going to go now and prove that to everypony. All those who want to live in Ponyville instead of hiding in a cave next to it, come with me!” Fluttershy shouted the last words and slammed her forehooves on the ground.

For a moment, nothing moved.

Fluttershy gulped, feeling her hooves trembling, the silence becoming almost too much for her to bear.

Then, a single changeling stepped forward, one who was smaller than the others around him. Fluttershy blinked when she recognized the young changeling from her first trip to this hive what felt like years ago.

“I will come. I don’t want to fight ponies anymore!” Chitin said. The young changeling stood there staying firm despite everypony in the entire cave suddenly turning to look at him.

“I will go as well. I believe Fluttershy’s way is the best for the hive,” First Captain said and also stepped forward.

Slowly, the atmosphere in the cave changed.

Another changeling stepped forward, then another and another.

And so it continued until every single changeling in the cave was standing ready.

Rainbow Dash shook her head and rolled her eyes, unable to hide her smile.

“Gah, that was so eggheaded that Twilight would be proud,” she said to nopony in particular.






> Chapter 14: Battle
> --------------------------------------------------------------------------






“Don’t worry, everypony! We will be alright!" Pinkie Pie shouted.

The ragged collection of ponies around the hall didn’t answer. Pinkie Pie was careful to keep a bright smile on her face as she always did, but she couldn’t really blame them. 

The way the castle’s front doors shook and trembled behind her didn’t exactly make them feel safe. Changelings tried to force their way in with their magic, but at least for now the doors were holding.

Ponies were leaning on the walls or laying on the floor, some bandaging others who were injured. Mothers comforted their fillies and some stallions had left to find weapons from the castle.

Pinkie Pie didn’t have the heart to tell them that there weren’t any. Twilight had never considered there would be a need for weapons in her castle. But, it was good for them to feel like they were doing something useful.

Pinkie Pie really hoped that Twilight would be here with her, but the alicorn had spent the last hour in the cutie map's room. She didn’t know why, but she trusted that Twilight had a good reason to be with the map instead of the fearful ponies in here.

Another rumble shook the doors and Pinkie sighed.

“I wish they would stop that,” Pinkie Pie said and shook her head.

The moment the words left her mouth, the rumbling ceased. 

The doors were completely still.

Pinkie Pie blinked.

“Thanks, I guess?” she said and scratched the side of her head while looking at the doors.

After a moment, there was a gentle knock on the door.

Pinkie Pie raised an eyebrow and looked at the door. She turned to look at the ponies behind her who had also noticed the sudden silence outside and were giving each other fearful looks.

“Hello? Who’s there?” she said to the door.

There was some buzzing Pinkie recognized as the sound changeling wings made and then a soft thud just on the other side of the door.

“Is Princess Twilight home?” a smug, softly spoken question came from behind the door.

Pinkie Pie blinked again. She knew that voice! It was…

“Queen Neurosis!” Pinkie Pie shouted.

“It’s Chrysalis, you idiot,” the voice snapped before taking a deep breath.

“Get Twilight Sparkle out here. I want...how do you say, parley?” the voice continued in a more controlled tone, back to what sounded like a smug grin at the last word.

Pinkie Pie snorted and waggled her hoof at the door.

“I know what you’re trying to do! You’ll try to come in when we open the door!” she said, crossing her hooves and giving an intimidating glance at the door.

“We won’t. I am a changeling of my word,” Chrysalis said. “You have a balcony right above these doors, come there. We can negotiate in peace there.”

Pinkie Pie thought about it and shrugged.

“Okie-dokie, don’t start smashing at the doors again while I’m gone!” Pinkie said and turned around.

“We will be too busy feeding from our prisoners for that if you take too long,” the changeling queen said with a barely contained irritation in her voice from the other side of the door, the words echoing after Pinkie Pie as she ran out of the entrance hall.









“Twilight! Queen Hypothesis is outside and...”

Pinkie Pie stopped in her tracks at the library door when she saw what was happening inside.

Twilight was standing next to the cutie map, surrounded by glowing aura of violet magic that flowed from her horn into the cutie map. The miniature map of Equestria was shining with a gentle blue light. Two balls of light were circling around the center of the map, right above the spot with Twilight’s castle on it.

Pinkie blinked and followed how the two irregular balls of light shifted from one shape to another, almost becoming something recognizable before reverting to mere balls of light again.

Beads of sweat were visible on Twilight’s forehead as she stood there with her eyes closed.

She opened her eyes and glanced at Pinkie Pie.

“Chrysalis is outside?” the alicorn said and turned her eyes back to the table.

Pinkie Pie nodded.

“Yeah, and she wants to talk. She said to come out on the balcony or else they will start to feed on ponies they captured,” Pinkie Pie said with a sad shake of her head.

Twilight sighed, not turning her gaze away from the table. She frowned and her shoulders sagged.

“Pinkie, I don’t want to do this, but I’m going to have to ask you to do something very dangerous, “ Twilight said before taking a deep breath, “I’m almost done. You have to go out there and keep Chrysalis busy for a few minutes until I come out. Distract her somehow so she won’t start hurting the towsnponies.”

Pinkie Pie stood there for a moment and glanced at Twilight, the map and the tendrils of magic connecting the two.

She didn’t know what Twilight was doing and wasn’t going to waste time by asking. She only hoped that her friend still had enough strength to finish whatever spell she was casting after all the hours it had taken for her to make the cutie map track all of them.

Twilight was trying to hide it, but Pinkie Pie could tell that her friend was on a verge of collapsing.

Letting none of this show on her face, she smiled brightly and saluted with her hoof.

“Okie-dokie! Don’t you worry, I’ll keep her busy!” She said while turning around and happily bounced out of the room.









Applejack kicked the changeling squarely on its face and sent it flying into the air. Next, she turned around and slammed her hoof into the face of another changeling that was trying to sneak up to her from behind.

She crouched down to dodge a rolling ball of sickly green fire and immediately jumped forward, body-slamming the changeling who had launched the attack and sending it rolling along the ground.

Applejack glanced quickly at her brother a few dozen feet away. Big Mac was surrounded by four changelings circling him, six others lying unconscious on the ground.

Applejack knew that her brother could take care of himself and turned her full attention back to changelings she was up against.

Changelings who flew back the moment she looked back at them, retreating high into the air.

“Enough for ya?” Applejack shouted up into the air and waved her hoof at her family’s barn and the house behind her. “Leave my family and Ponyville alone!”

“No,” a cold voice said from the darkness.

Applejack turned towards the voice and saw the speaker. A changeling that looked different from the others. This one had purple wings and eyes, with something that looked like red fins on its back.

“And what are you supposed to be?” Applejack sneered at the purple changeling.

Instead of answering, the changeling charged straight at her.

Applejack stood her ground and prepared to take the attack head-on.

A bright flash of sickly green fire engulfed the changeling and Applejack readied herself to slam her hoof into the face of what she expected to be her own face, or possibly one of her friends.

Instead, a gigantic limb covered in armored chitin larger than Applejack's whole body smashed into her, sending her flying.

Applejack grunted in pain and the world turned into a confusing mess with no up or down. A burning sensation coursed through her and it felt like every bone in her body rattled.

She hit and then went straight through something. This added another layer to the pain she felt and she could see broken pieces of wood in the air around her.

The next moment, she landed into what she recognized as a pile of hay even before she was buried in it.

Applejack laid there for a moment and tried to make the world to stop spinning. She could feel bruises forming all along her body and tasted blood on her lips.

She couldn't remember when was the last time somepony had punched her that hard.

There was a spike of sharp pain in her side, probably a broken bone. It felt so tempting to just lay still here in this pile of hay and not move at all. 

With a determined grunt, Applejack pushed the dizziness and pain out of her mind and rose up to stand.

She found herself inside her family's barn. The large, irregular hole in the wall wasn’t hard to miss either, or the splinters of wood still stuck in her mane.

Applejack shook her head and cursed when she realized that she had dropped her hat too.

Before she had time to look for it, the rest of the broken wall burst apart in a cloud of splinters and the gigantic insect-form stepped inside, its purple eyes staring directly at Applejack.

“Surrenderrr, prrreyy...” the giant insect growled in a distorted voice.

In response, Applejack started running towards the giant insect with a smile on her face.

She usually held her strength back because she didn't want to kill anypony, even monsters like changelings.

But, this thing looked like it could take everything she had.

The beast blinked at the bruised, ragged pony running towards it and let out something like a chuckle, standing there and doing nothing to defend itself.

The jaws of the changeling drones outside the barn dropped when they saw Pharynx’s war form rolling out of the barn in a confused heap of limbs and wings like a train had struck it, a ponytailed yellow mane visible from somewhere in the midst of it all.

The drones followed how the transformed changeling and the earth pony rolled down the hill in a mess of insect limbs, wings, and hooves, the ground shaking with every blow as the two wrestled with each other.

Before the dozen or so drones high up in the air could decide on what they should do next, a flash of light blinded them.

The next second, a dozen blocks of crystal fell down from the sky, each one hitting the ground with a changeling imprisoned inside it.

The bright sphere of light that was coming from the direction of the forest didn’t slow down and continued on a direct course towards Ponyville and Twilight’s castle.









Pinkie Pie gulped before hiding her nervousness behind a wide smile and pushed the balcony doors open.

“Took you long enough. Where is Twilight?” Chrysalis said and turned around from leaning on the balcony railing to face the pink pony, the changeling queen adjusting a small leather bag hanging from her side with her hoof as she did so.

“Oooh, you know...” Pinkie Pie said and walked forward, kicking the balcony doors shut behind her, “she will be out in a moment, just you wait.”

Chrysalis raised an eyebrow.

“I don’t think you understand your situation,” the changeling queen said and yawned, lazily turning her head towards the changeling drones hovering in the air around them. 

“Start to feed on the prisoners,” Chrysalis said before giving a charming smile to Pinkie Pie.

“WAIT!” 

Pinkie Pie’s scream was loud enough to make the drones to cover their ears and even Chrysalis blinked in an irritated manner.

“She will come out in just a second, pinkie promise!” Pinkie Pie shouted before Chrysalis could say anything else. “If you are hungry, I can make you a delicious cake! Changelings like sugar, right?”

Pinkie Pie saw that unfortunately her enticing offer didn’t impress Chrysalis by the looks of it and thought fast how to keep the attention of the changelings on herself.

“Or...” she said and gulped, unable to keep the bright smile on her face, “if you are really, really hungry, you can feed on me, I got lots of love.”

Chrysalis blinked and it felt like she was only now actually paying attention to Pinkie Pie.

First, the changeling queen frowned. Then, her lips curled into a wide smile and she laughed.

“Priceless!” she said and licked her lips as she looked down at Pinkie Pie.

“This is why I love ponies! So utterly, completely idiotic!” Chrysalid said and took a step forward, towering over Pinkie Pie. “I don’t know how beings like you have survived this long.”

Pinkie Pie clenched her teeth and gave the changeling queen a burning stare.

“If a changeling would get itself hurt to protect other changelings, would that be stupid too?” Pinkie Pie spat out the words.

A flicker of something that looked like anger flashed in the changeling queen's eyes before she gave Pinkie Pie a smug smile and raised the pink pony’s chin with her hoof.

“There is a difference between self-sacrifice and just plain stupidity, little pony,” Chrysalis said while studying Pinkie Pie’s face. “You are nothing but spoiled, docile sheep, living under the protection of the alicorn princesses. You don’t know anything about survival.”

Pinkie Pie’s lips were set in a grim line and she said nothing as the changeling queen’s hooves moved on the sides of her face and Chrysalis leaned closer, opening her mouth.

“Don’t worry, little pony. I won’t take much. I want to leave enough for Fluttershy, she must be starving for a meal by now,” Chrysalis said with a chuckle that turned into full-blown laughter when she saw how Pinkie Pie’s eyes went wide open.

“Leave her alone, I’m here.” 

Chrysalis let go of Pinkie Pie and turned her head to look at Twilight as the alicorn closed the balcony doors behind her.

“My, my. Fashionably late, aren’t we?” Chrysalis said with a subtle wink. “I was wondering what was so important that you sent your friend here to be eaten just to buy time.”

Twilight shook her head and walked to Chrysalis, looking up at the changeling queen’s face.

“I’m here now. I’m guessing that next you are going to offer to take just me and leave everypony else alone?” Twilight said with her brows bumped together in a scowl, standing there stiffly.

Chrysalis tapped her chin thoughtfully and shrugged.

“You are presuming that you have something to negotiate with,” the changeling queen said with a wide smile, “what is stopping me from just attacking you right now when you so foolishly yet predictably came out of your castle?” she finished with an amused look.

“I’m stronger than you,” Twilight stated flatly.

Chrysalis snorted and opened her mouth, but Twilight interrupted her:

“I’m an alicorn now. Discord, Sombra, and Tirek were all more powerful than you,” the alicorn princess said and narrowed her eyes, “The moment you try something, I will cast a spell and imprison you in a crystal made out of the strongest magic I can create.”

Chrysalis was no longer smiling and looked thoughtful, absent-mindedly tapping the leather bag she carried before turning to look at Twilight again.

“Even if you did, my drones would overpower you quickly after. Not to even mention what would happen to all the ponies we are already holding captive,” Chrysalis said with a self-assured smile. “You would never do something that reckless and which could endanger other ponies.”

“Can they overpower me before I can teleport back inside the castle?” Twilight said with the same neutral, matter-of-factly tone. “And would they do that with you imprisoned? They would have no hope of releasing you. If you attack me now, no matter what happens, you will be stuck here on this balcony and will face Celestia and Luna alone.” 

Pinkie Pie followed the exchange quietly from the side, as did the dozens of changelings in the air around the balcony. Nopony dared to speak.

“Chrysalis, you think I’m predictable. But, you are just as predictable. You are a coward who has never fought a fair fight in your life,” Twilight continued with a voice that gradually grew in strength, raising her hoof to point at the changeling queen, “you will never choose somepony or something else over your own well-being. Even your own desire to make me and my friends suffer.”

Chrysalis stood there for a long moment, motionless.

Nopony moved. 

Even the air felt like it was standing still.

Then, the changeling queen slowly raised her hooves and clapped them together.

“Bravo!” Chrysalis said with a chuckle, looking at Twilight with almost a friendly expression, a genuine smile on her lips as she clapped her hooves again. “You impress me, Twilight Sparkle. I never once thought you would have the guts to threaten me with a deadlock like this.”

Twilight didn’t answer or relax and still stood there, not moving her eyes from Chrysalis for a moment.

“To be honest, I still think this is a bluff,” Chrysalis said and shook her head, “Princess of Friendship condemning all ponies in this town to a fate worse than death when there is even the tiniest chance to save everypony by just giving herself up? I don’t buy it. ”

“Do you want to test that?” Twilight said, lowering her head so her horn pointed directly at the changeling queen’s chest.

Chrysalis cocked her head as she looked at the horn. 

Finally, she sighed.

“No,” the changeling queen admitted, her shoulders slumping in resignation.

Pinkie Pie’s mouth dropped at the words, and the changelings around them mirrored her reaction. Nopony could quite believe their ears.

Twilight’s posture relaxed just a fraction.

“So, you will order your changelings to leave? I promise I will let you leave in peace once they are all gone and everypony is safe,” the alicorn said.

Chrysalis mulled it over and shook her head.

“No again. I won’t. Because you have already lost, Twilight Sparkle,” Chrysalis said and rose up to stand. “There is a something you aren’t aware that unfortunately makes all your efforts here worthless.”

Twilight tensed again and pointed her horn at the changeling queen.

“And what is that?” the alicorn said through clenched teeth.

Chrysalis yawned mockingly and gave her a smug grin.

“You have no magic,” the changeling queen said and charged at Twilight.

Next, everything happened in a split-second.

Pinkie Pie saw Chrysalis coming at Twilight, and her friend’s horn flashing with violet magic, a point-blank blast of magic about to slam into the changeling queen.

Magic, which suddenly died out in and disappeared.

Twilight’s eyes widened in shock and then Chrysalis’s hooves grabbed her.

The changeling queen smiled to Twilight and turned around, throwing the alicorn over the balcony.

Pinkie Pie was already in the air in her jump towards the changeling queen, but five changelings slammed into her and she found herself against the floor of the balcony with a series of hooved pressing her down.

Twilight shook her head as she fell and tried to cast a teleportation spell, but her magic vanished into the air again.

Before she had time to try to use her wings, a pair of heavy hooves slammed into her back.

She screamed in pain when she hit the ground, pain coursing through what felt like every bone in her body.

Two hooves stepped on her wings, forcing them to stay sprawled awkwardly on her sides while a third hoof slammed into the back of Twilight's head, burying her face in the dirt. 

Chrysalis laughed and laughed, grinding Twilight’s face against the ground, widening her stance to force the alicorn’s wings to stretch out more, another whelp of pain from Twilight as her reward.

“There. Now you are in your proper place, little pony,” the changeling queen said in a honey-sweet voice.

Twilight tried one more time to cast a spell, but there was nothing.

She couldn’t understand why her magic wasn't working. 

She was exhausted, but she still knew she had the strength to cast at least a few spells! 

It was like her magic didn’t exist.

Chrysalis stepped to the side, but only to kick Twilight in the stomach to make the alicorn turn around on her back.

“Surprised, Twilight Sparkle?” Chrysalis said and pressed her hoof on the alicorn's neck. “You really thought I would not come prepared this time?”

Black spots danced in Twilight’s eyes, but she shook her head to clear her vision.

“Wh... how?” she stuttered out.

Chrysalis laughed yet again and tapped the leather bag on her side.

“It was sacrilege. If my mother were alive, I'm sure she would be horrified to hear that I actually chipped away a piece of our family thro…. what is that?”

Chrysalis’s sentence trailed off as she looked at the bright light in the sky.

Everypony turned up to look at a sphere of glimmering magic that rolled in the air at tremendous speed, coming closer.

Changelings near the sphere tried to move to intercept it, only to be hit with a ray or magic as they tried to move closer to it.

One changeling managed to almost to reach the sphere, only to get a burst of green fire at its face.

Chrysalis and Twilight both looked at the sphere with a similar expression of puzzlement on their faces.

When the sphere was almost right on top of them, it broke apart in a blinding flash of light, forcing both of them to cover their eyes.

Twilight could see just barely three shapes dropping down from the light.

One of them landed just twenty feet away from them.

Chrysalis looked at Starlight Glimmer standing there with her head lowered, the unicorn’s horn glowing with magic.

“Who in the name of Tartarus are you supp..” Chrysalis started.

Then, Starlight launched a massive blast of radiant teal magic at the changeling queen’s head.

Twilight closed her eyes. She knew her student had just broken her number one rule when it came to using magic in a fight. That magic held enough power to vaporize anypony who was unfortunate enough to be hit by it.

Chrysalis didn’t move in the face of the incoming magical death or even look worried.

The blast of magic got within six feet from the changeling queen before it vanished into thin air.

Starlight gasped in surprise, but before she could do anything else, a ray of sickly green magic hit her and sent the unicorn tumbling away.

Chrysalis blew the smoke out of her horn and turned her head down at Twilight again with a smile on her face.

“Where was I? Oh right. Long story short, the piece of rock in my bag nullifies any and all magic besides the one we changelings use,” Chrysalis said with a chuckle, ”that is why you lost the moment you came to that balcony.”

Twilight didn’t know what to say. Changelings could nullify all magic besides their own so easily? The thought sent a shiver through her spine. What could any of them do in the face of that?

Her thoughts were interrupted by the sudden sound of magic being released, fire burning and a series of hisses and buzzing of the wings filling the air.

With Chrysalis’s hoof still against her neck, she couldn’t turn her head to look at what was happening, but the changeling queen wrinkling her nose at the source of the noise as she looked at it was enough to give Twilight hope.

“You are not going to win. Starlight is as strong as I am. Everything is going to happen exactly like last time,” Twilight said with as much conviction in her voice as she could muster.

Chrysalis frowned and shook her head as she looked down at Twilight again.

“Nonsense. All I need to do is this,” the changeling queen pressed her hoof more firmly against Twilight’s neck, “until you take a good little nap. After that, all I need to do is to go to your student and knock her out. As long as I have the anti magic stone, there is nothing you can do to...”

“Step away from her. Please,” a gentle voice said from outside Twilight’s dimming vision as she fought for breath.

Twilight saw Chrysalis’s eyes go wide open, the pressure on her neck easing as the changeling queen snapped her head up.

“You?” Chrysalis said in a disbelieving voice. 

Twilight saw a glint of something in the changeling queen’s gaze.

For just a brief second, she looked afraid.

Who was it? The voice sounded familiar, but…

“Are you serious?” Chrysalis said and gave a chuckle that to Twilight sounded forced. “Do you have any idea how many ponies I fed on before coming in here? My dear niece, unless you drained every pony in that hive dry, which I doubt, there is no way you can even hope to have a chance against me.”

Twilight blinked at the words. 

Niece? Chrysalis had relatives? She had just mentioned her mother, but…

“Auntie, get away from my friend, or you will be sorry,” the voice said again, still gentle and soft but now with a tone of sarcasm that did sound a bit like Chrysalis.

Twilight was only getting more confused. Her friend? What did that changeling mea…

Chrysalis snorted.

“Now listen here, young mare, you stop talking back to me like that this instant or I will...” Chrysalis said before a ray of emerald green magic knocked her off from her hooves and sent her tumbling backward.

Twilight gasped in relief with the weight gone and turned around to see what was happening and who had just saved her.

When she saw who it was, her mouth dropped open.

She could see Rarity and Spike helping Starlight to stand up, all three of them surrounded by changelings.

However, none of them were moving to stop them. Everypony’s attention was on the same thing.

It was a changeling. A changeling queen by the looks of it. Even if she looked younger than Chrysalis.

But, despite everything, Twilight still easily recognized that kind stare, the gentle eyes, and the pink mane.

“F...Fluttershy?” Twilight said in a shaky voice.

The young changeling queen nodded to her friend.

“Who else?” Fluttershy said with a gentle, relieved smile.





> Chapter 15: Assassination
> --------------------------------------------------------------------------






“Quiet night, isn’t it?” Iron Bar said while leaning to the castle wall and looking at Canterlot below. “My sister never believes me when I keep telling her how boring being a guard at the Canterlot Castle actually is,” he finished with a chuckle.

The guard pony standing next to him, Steel Glaive, didn’t respond. He wasn’t looking at the city below them and instead stared at the castle’s towers above them.

Iron Bar turned around to look at the castle as well.

“What, did you see a glimpse of Princess Luna?” he said with a smile.

“I think I saw some lights coming out of her tower’s window,” Steel Glaive said with a slight frown on his face.

Iron Bar raised an eyebrow.

“You sure?” he said and also looked at the tower of the Princess of the Night.

“Look! There she is!” Iron Bar said and pointed his hoof towards the tower. The unmistakable silhouette of Luna stepped out on her tower’s balcony and then rose into the air.

“I think she is going to Princess Celestia’s tower,” Iron Bar said as they followed the princess. Luna stepped into the balcony of her sister’s tower and walked inside.

Both guard ponies looked at each other.

“What do you think is going on?” Iron Bar said in a hushed tone.

Steel Glaive's response was a noncommittal shrug.

Both of them stared at the tower for a minute or so, but nothing happened.

Finally, they turned back to look at Canterlot.

A flash of light erupted behind them.

Both guard ponies jumped up and turned around again, only to realize that something moved above them.

They looked up and their mouths dropped open.

Two shooting stars, one blue like the night sky, the second like a miniature sun, streaked across the sky.

The two guard ponies followed how the two shooting stars descended down the mountain on which Canterlot was built on and disappeared from view.

There was a stunned silence.

Finally, Iron Bar spoke.

“T.. that was Princess Celestia and Princess Luna, wasn’t it?” he stuttered out.

Steel Glaive nodded and narrowed his eyes, and looking into the direction where the two alicorns had disappeared into.

Iron Bar noticed the look on his friend’s face and looked around them.

“South, they went south,” he said. “What in the world could have happened for them both to leave in such a hurry in the middle of the night?” he finished with a puzzled look on his face.

Steel Glaive frowned.

“Something very important,” he said and turned around, starting to walk away.

“Hey! Where are you going?” Iron Bar shouted after him.

“I have a feeling that in a moment we will be called to the barracks for an emergency announcement. I will tell the others and see you there,” Steel Glaive said and walked down the stairs on the side of the wall descending to the courtyard.

Steel Glaive walked around the corner and looked around him. Once he was sure that nopony was in sight, he walked under the shadow of a nearby archway.

Careful to cover it with his hooves, he took a small object from inside his armor.

It was a tiny scab made of some sort of black, stone-like material.

Steel Glaive gently pressed one of its wings with his hoof and it clicked open.

The dim, green glow coming out of the scarab was mirrored in Steel Glaive’s eyes as he started whispering to it in a calm tone.









Applejack crouched and a giant limb swung past her above her head. It hit a tree behind her and snapped it in two with a loud crack, the earth pony jumping aside to avoid the falling tree.

She didn’t waste any time and charged at the giant insect which brought down its second limb in response. Applejack just barely managed to avoid the blow, the giant limb hitting the ground with an impact that sent grass and dirt flying up in the air.

With both of its frontal limbs outstretched, the giant insect was now open. Applejack didn’t waste the few seconds she had and ran under it. She jumped up and turned around in the air, slamming her back hooves against the insect’s stomach.

The giant insect squealed, the impact of the blow actually rising its entire body from the ground to the air.

With a pained growl, it started beating its wings, their buzzing filling the air.

The giant insect rose up in the air and started hovering out of Applejack’s reach. It growled again and coughed, spluttering bile, spit and blood out of its mouth.

Applejack wrinkled her nose at both the sight and smell of the gooey mess falling down on the ground but didn’t turn her gaze away from the giant insect.

She hoped that the disgusting vomit was a sign that the giant insect wasn’t in a shape to continue their fight. There was a sharp pain in the side of her chest and she had trouble breathing.

Her vision became blurry, but she refused to stagger, stubbornly keeping her hooves still. If she showed any sign of weakness, it would be over.

“H… had enough yet?” Applejack said between her ragged breaths as she looked at her opponent.

The giant insect stared down at her and narrowed its eyes. Then, it charged down at her.

Applejack jumped to the side.

Or at least, tried to.

Her limbs felt like lead and refused to move. There were black spots in her vision and all she managed was a clumsy stumble.

She tried to shake her head to clear her vision, but it just made her feel dizzier.

The giant insect growled in triumph and stopped moving its wings, falling down towards the earth pony, intending to crush every bone in her body with its sheer bulk.

Applejack tried to move again but her hooves refused to cooperate.

“I’m sorry, everypony...” she thought as she looked up, refusing to give her opponent the satisfaction of seeing her cowering in fear.

A multicolored flash of light slammed into the giant insect’s side, its body twisting awkwardly under the impact as it screamed in pain. The force of the blow made Applejack’s disheveled and ragged mane flutter in the air.

The giant insect was knocked to the side and it slammed against a tree before falling down, sending a small tremor outwards as its massive body hit the ground.

Rainbow Dash landed next to Applejack, who only managed to blink at her friend before falling down on her knees.

“Applejack, you okay? You look really awful,” Rainbow Dash said with a worried frown as she looked at her friend.

“D… don’t mind me, Rainbow Dash,” Applejack stuttered out before taking a deep breath, “watch… out for the...” her sentence trailed off and she took in ragged, rapid breaths.

Rainbow Dash smiled and shook her head.

“Don’t worry about that creep, looks like it’s done,” she said and pointed her hoof at the giant insect.

The war-form flickered and in a flash of sickly green flames, disappeared.

In its place, there was a changeling.

Pharynx opened his eyes and looked at the two ponies. The changeling captain hissed and rose up to stand. His armor was dented and broken, pieces of it clattering down on the ground.

“I… I will not surrender,” Pharynx said, before falling down on his knees and coughing up blood.

“You should,” Rainbow Dash said and narrowed her eyes, “it’s an order from your Queen,” the pegasus finished.

Pharynx blinked.

“Queen Chrysalis would never...” he started, but Rainbow Dash shook her head.

“Not that hag. Fluttershy is telling you all to stop,” the pegasus said.

“Chrysalis is the queen of the hive, not that whelp!” Pharynx spat out and rose up to stand.

“You sure about that?” Rainbow Dash said and snorted. “Fluttershy is out there making her case right now. I know damn well who I would follow if I were a changeling.”

Pharynx’s eyes narrowed at the words. The changeling captain hesitated.

“Could you say that one more time, Rainbow Dash? Fluttershy is what again?” Applejack said with a puzzled frown as she looked at the pegasus.

Rainbow Dash sighed.

“It’s a long story, AJ,” the pegasus said with a smile, “I’ll explain later. We need to get to Twilight and the others. I don’t think Chrysalis is going down without a fight,” she finished with a sober expression.

Pharynx looked at the two ponies and hissed at them. The changeling captain’s horn started to glow with sickly green light.

Rainbow Dash charged at the changeling captain, but before she could reach him, there was a flash of green light.

When the light faded, Pharynx was nowhere in sight.

“Well, that takes care of that, I guess,” Rainbow Dash shrugged and looked around them before turning to look at Applejack. “Let’s go, I’ll explain on the way,” the pegasus said.

Applejack was feeling adrift, not sure what to think about any of this.

Finally, she smiled and shook her head.

“You better do, Rainbow Dash,” she said and went after her friend who was already flying towards Ponyville, “none of this makes more sense than it oughta.”








Twilight blinked and looked at Fluttershy who smiled back at her.

Behind the young changeling queen, Twilight saw Rarity and Spike helping Starlight to stand, the purple unicorn shaking her head groggily but looking otherwise uninjured.

“Is that really you, Fluttershy?” the alicorn said as she looked up down at the young changeling queen.

Fluttershy nodded and opened her mouth to speak, but a frustrated scream interrupted her.

“How?!”

Chrysalis rose up to stand and growled at them both, her eyes narrowed into a deep frown.

“Where did you get that much love from?!” Chrysalis shouted, her chest rising up and down as she took deep breaths. “How many ponies did you kill?” she finished and gave a poisonous glare to the younger changeling queen.

Fluttershy looked around them. Ponies and changelings alike were all silent, looking at her.

She wanted to flee. She could feel cold sweat running down her back.

Fluttershy hated crowds and she absolutely hated being the center of attention. She had spent most of her life trying to avoid situations like this.

But, the warm, pleasant energy coursing through her gave the young changeling queen strength. It was like a part of Rainbow Dash was standing right beside her, shouting encouragement to her.

It made her want to cry. Everypony, including changelings themselves, believed they were emotionless monsters incapable of love or kindness.

Yet, changelings were probably the only beings in existence who could feel the love of others.

How could beings like that be incapable of the very same feeling that sustained them?

Fluttershy turned to look at Chrysalis and shook her head.

“Rainbow Dash. Just her and nopony else,” she said calmly, raising her voice so everypony present could hear her.

Chrysalis hissed at Fluttershy.

“Ridiculous! No single pony could ever have that much love, no matter how much you took from them!” the older changeling queen spat out the words.

“I didn’t take any love from her,” Fluttershy said.

Chrysalis blinked and then blinked again. She frowned and opened her mouth to speak, but Fluttershy interrupted her:

“I didn’t take any love from her. Rainbow Dash gave it to me,” the younger changeling queen said.

Chrysalis stared at her, puzzlement plain on her face. Changelings around them mirrored her expression.

Fluttershy sighed and took a deep breath.

“I didn’t take the love. I didn’t steal it, I didn’t deceive her. What she gave to me were her genuine and honest feelings towards me,” the young changeling queen said.

Chrysalis no longer looked surprised. Her eyes narrowed and she stared at Fluttershy with gritted teeth.

“Has any changeling ever done that before?” Fluttershy turned her head and looked at all the changelings around them. “Befriended a pony as themselves, without pretending to be somepony else?”

Some changelings were smiling, mostly the ones who had come from the hive with Fluttershy. The rest still looked either disbelieving or puzzled.

“I have lived with ponies all my life. I have never fed on anypony. Their love towards me was all I needed. I never stole any love, ponies around me shared it with me without even noticing it,” Fluttershy said with a smile and continued:

“You all think that you need to prey on ponies to survive. That is a lie! I’m a proof of that! The reason why you are always hungry is because you have isolated yourselves from everypony! If you lived among ponies openly, you would never need to feed!” she finished and slammed her hoof down on the ground.

Fluttershy turned to look at Chrysalis and gave the older changeling queen a cold stare.

“The love Rainbow Dash gave to me is more powerful than love stolen or taken by force can ever be,” the young changeling queen shook her head and looked at Chrysalis, her voice rising at the last words she said, “ponies and changeling can coexist.”

Twilight looked around them. Most changelings still looked puzzled. Some were whispering to each other. Others shook their heads. The ones Fluttershy had brought with her stood proudly, smiling and looking relaxed.

The Princess of Friendship could tell that if they could only keep this up, the battle would end right here and now.

Chrysalis still looked angry, but she was also looking around them. Her eyes moved rapidly from side to side and she took a hesitant step back from Fluttershy before gritting her teeth in a snarl.

Finally, she smiled and laughed, her voice echoing in the air.

Only Fluttershy and Twilight noticed how forced it sounded.

“Absolutely idiotic!” Chrysalis shouted, silencing all chatter of the changelings around them before turning to look at Fluttershy.

“Ponies are prey. They are weak and pathetic. It is the natural right of the changelings to rule over them,” Chrysalis said and stared into Fluttershy’s eyes. “And even if that weren’t so, ponies are cowardly and hate anything they don’t understand. Them accepting changelings is just a naive fantasy. At best, they would quarantine changelings from themselves or treat us as their slaves,” the older changeling queen finished.

“No, they won't,” Twilight said calmly.

Everypony turned to look at the alicorn princess who stepped in to stand between Fluttershy and Chrysalis, turning around to look at all the changelings around them.

“The road to peace won’t be easy, I won’t pretend otherwise,” Twilight said and shook her head. “However, that doesn’t mean it isn’t worth it.”

The alicorn raised her hoof to her chest.

“I, Twilight Sparkle, Princess of Friendship, give my personal guarantee that any changeling who wants to live in peace can do so. I know Princess Celestia. She is a kind and understanding ruler. I’m certain she will understand and agree with me.”

Twilight looked at every single changeling present and smiled at them.

“If anypony tries to imprison or exile any changeling simply because of what they are, they must go through me first!” the alicorn said with determination ringing clear in her tone.

As Princess of Friendship’s declaration echoed in the air, nopony spoke.

Changelings exchanged looks among themselves again. Many had stopped hovering in the air and were now just standing there with their wings folded.

“Hurts, doesn’t it?” Starlight Glimmer said as she walked from the crowd to Twilight and Fluttershy and looked at Chrysalis. “Trust me, the sooner you accept what just happened, easier it will be,” the unicorn finished with a chuckle.

Chrysalis gave Starlight a murderous stare but stayed silent.

“Traitors!” a voiced shouted from the back of the crowd and everypony turned to look at the speaker.

Pharynx was standing there, his armor cracked and dented. The changeling captain’s helmet was gone and he was limping from one leg. He looked like he would fall over any moment.

Yet, the changeling captain’s fury radiated from him in a way that made all changelings close to him step away as he made his way towards them.

“Don’t believe the lies of the enemy!” Pharynx screamed. “Only the weak submit to ponies and their ways!”

Chrysalis glanced around and saw how everypony's attention was on the changeling captain.

Seeing her opportunity, she smiled and charged forward.

Fluttershy yelped when a heavy slam from the older changeling queen’s hoof sent her tumbling to the side.

Starlight had time to turn around to face Chrysalis before a burst of green fire hit her and knocked the unicorn back.

Twilight blinked when she saw Chrysalis now in front of her.

Then, the alicorn princess lowered her head to look at the older changeling queen’s horn pointing at her chest.

Chrysalis grinned to Twilight and shot a ray of sickly green magic straight through her.

Fluttershy rose up to stand and turned around just in time to see the alicorn’s limp body falling down on the ground.

“Twilight!” she yelled and ran towards her friend.

From behind her, Pharynx’s voice screamed an attack order and everything around the young changeling queen descended into chaos.