> Infiltrator > by Phonyyx > -------------------------------------------------------------------------- > Prologue > -------------------------------------------------------------------------- First Changeling Invasion of Canterlot Kore'kel turned to face the terrified family. The mother and father huddled together at the end of the alley, shaking in fear at the sight of him. Between the two was a small, young filly. He looked down at himself and around him at the invasion. "Kore'kel!" A voice called out to him in his mind. Kore'kel turned to see another changeling. "Are there any ponies over there?" His voice was raspy and sounded like two voices speaking at once, but then again, so did every changeling's voice. Kore'kel looked down the alley and back to the changeling. "No. I think I saw a group of them heading that way." Kore'kel pointed to a street further away. The group of changelings took flight down the street, leaving Kore'kel and the unknown ponies. "You have to run. Get out of the city, take the sewers and tell everypony you come across to do the same." The three ponies stared at him, their faces of fear unchanging. "W-Why should we trust you?" the father asked. Kore'kel himself was unsure why he was doing this. If the rest of the Hive found out, he'd be executed, or worse, exiled. Kore'kel was about to answer when he heard an explosion from behind him. He turned to see a large wave of purple magic rushing toward him. He could hear the voices of his brothers and sisters screaming in his head. He felt the wave force him into the air, sending him hurtling into the badlands. Kore'kel felt pain. It was all he could register. His vision was blurred and swinging, his ears rang. He tried to shout for some help, but the most he could muster was a weakened semi-groan. He lifted a hoof to rub his head but found it was ripped. Green blood flowed down his hoof. He felt more blood trickling down his chest and realized his lower jaw was gone. Although he couldn't see it, he could feel the remains of his carapace; cracked and ripped wings. Royal Changeling Hive Queen Chrysalis stood before a green cocoon. Inside it was one of the changelings that accompanied her in the invasion of Canterlot. Chrysalis peered inside the cocoon. There he was, the centerpiece of her latest plan to enact her revenge on Twilight Sparkle. A friend on the inside of her circle of friends. Someone who could gain their trust and then tear them apart. Chrysalis levitated a black, bent sickly dagger to her side and cut open the cocoon. The diluted healing gel sloshed outward from tear and the changeling slid out. He was the first of his kind; no longer a mere scout, but now much more than a simple infiltrator, he was a hybrid between the two. The unconscious changeling laid in the center of a circle of messenger changelings. "Those are the memories you wish for us to wipe, our Queen?" one of the messengers asked. "Yes. Make sure they are replaced with the correct false memories." Chrysalis looked down upon the changeling. "Soon you will bring to me the head of Twilight Sparkle and her friends, Kore'kel." Bordering Between Ponyville and the Everfree Forest The changeling never ran faster in his life. Behind him were the sounds of howling timberwolves giving chase. With his emotional stores dangerously low, all he could do was run. Run and hope that by some miracle, he escaped the Timberwolves. Daring to look back, he saw the alpha of the pack mere feet behind him. He could see the remains of its previous meal, still stuck between the jagged wood that were its teeth. Facing forward again, the changeling spotted a tree whose roots formed a barrier with an opening just big enough. Changing directions, he dived for the hole. He tumbled over himself on the ground, cutting and scrapping his already severely damaged carapace. Taking the few precious moments he had, he sighed and breathed. The sudden gnawing and tearing of rotten wooden teeth at the roots made him jump back. The alpha was determined to get him. Mere moments later the rest of the pack surrounded the tree, cutting off any exit he had. Focusing the very little magic he had left, a green aura formed around his horn and shot straight up through the tree and dozens of feet into the air before exploding, illuminating the surrounding area in a brilliant emerald hue. That was it, the last of his magic was used in that spell. If no other changeling saw it, then he was doomed. Hell, he'd take anything sentient creature finding him over these Timberwolves. It turned out, that whatever being in control of the world decided to spare him. Not long after the magical explosion had occurred were the sounds of more explosions, smaller and more frequent, and getting closer. But no brilliant colored hue in the early morning sky. Whatever was the source of sounds, it was enough to temporarily drive away the Timberwolves. But the alpha stayed longest, eyeing the changeling until finally retreating into the depths of the Everfree Forest. The changeling's eyes blurred and blacked until he finally passed out from exhaustion. Three fillies just made the most foolish, stubborn, idiotic, and dangerous stunt in their lives. But ultimately it saved the life of the changeling. Apple Bloom was the first to speak up. "Is that a changeling?" "I think so," Sweetie Belle responded. "Should we help em?" "Sweetie Belle, don't you remember what Twilight told us about the changelings invading Canterlot," Apple Bloom retorted. "So your saying we should just leave em?" "No. Ah'm not sayin' that." "Well whatever we do, we need to do it fast. Those Timberwolves aren't going to stay away for much longer," said Scootaloo. "Help me with em," Sweetie Belle groaned out as she tried to heave the heavier creature onto the wagon. Apple Bloom got underneath the limp body and pushed up, getting the changeling onto the wagon. "Ah hope ya know what yer doin' Sweetie." Sweetie Belle and Apple Bloom both hoped back onto the wagon. The three fillies froze at the sound of a low growl. Slowly turning around, they saw the alpha timberwolf creeping out of the deep woods, eyeing them hungrily. "Go Scoots, GO NOW!" Apple Bloom shouted to her friend. Scootaloo didn't waste any time in getting them out of the woods. "Are they following us?" Scootaloo asked. "Yes!" a frightened Sweetie Belle squeaked out. Sweetie Belle, in her fright, accidentally shot a blast of magic. The same kind of magic blast they used earlier to scare off the Timberwolves. A lightbulb lit up above her head and Sweetie Belle shot another blast of magic, this one, aimed at the Timberwolves. Most of the Timberwolves stopped chasing them after that first blast but four Timberwolves, one of which was the alpha, kept on the chase. "Umm, they're still chasing us!" "Don't worry, Ah got this," Apple Bloom said as she pulled some rocks and plants out of the bag wrapped around her shoulders. She quickly crushed the plants between the rocks and poured the mush into a potion bottle of water. She started to mutter the recipe. "Two crushed rosaries, a pinch of poison joke pollen, and shake vigorously. Remind me to thank Zecora later." Apple Bloom tossed the potion at the Timberwolves. When it hit the ground and shattered, numerous thorny branches sprouted from the ground and surrounded one of the Timberwolves, trapping it. "Yeah!" Apple Bloom cheered in celebration. Scootaloo looked around, trying to find a way to escape from the remaining two Timberwolves. Then she saw it, a river. One particular spot of the edge was high enough and at the perfect angle for her to ramp them over the water. The only problem was that between her and the river was a jungle of vines, thorns, rocks, and trees. But this was Scootaloo, the greatest -Scooterer? Scooterie? Ahh, whatever you call people who ride scooters are- in Equestria. If anypony could make it, then that pony was her. "Hold on back there. It's about to get bumpy!" "Bumpy how?" Sweetie Belle asked before she saw the path Scootaloo was taking. "Ohh. That's how." Sweetie Belle and Apple Bloom both grabbed onto their respective sides of the wagon and held for their dear lives. Scootaloo's wings buzzed furiously, propelling them and the cart through the undergrowth. The wagon's wheels pulled up thorns and vines from the ground. Sweetie Belle dared to look back and saw the alpha and the last timberwolf gaining ground on them. Gulping, Sweetie lowered her head and focused on the spell Princess Twilight taught her. Soon a green blast of magical energy hit the timberwolf in the paws, causing it to tumble over itself and shatter into a million splinters. Suddenly the wagon lurched upward and flew across the gap until finally bumping and sliding to a stop. Apple Bloom groaned and held her stomach. "Ah feel sick." Unbeknownst to the three fillies, the changeling they had saved had been passively feeding off their friendship for each other. He mumbled and moved a bit, but didn't awaken. "Let's get back to Ponyville. This is enough excitement even for me." Scootaloo told her friends. Nodding their agreement, Sweetie Belle and Apple Bloom hopped in the wagon. Scootaloo revved up her wings but the wagon didn't budge. She got off the scooter and found the wheels were wedged in the undergrowth. "We're gonna have to push. The wagons stuck." The three fillies started pushing but stopped when they heard a loud thud behind them. A snarl told them exactly what It was, the alpha timberwolf. It had jumped the gap and was now looking hungrily at them. Scootaloo pushed the scooter as much as she could but it was a fruitless endeavor. Apple Bloom, Sweetie Belle, and Scootaloo, realizing they were cornered, clumped together shaking. Apple Bloom's teeth chattered, Sweetie Belle hid her head inside the circle, not wanting to see what happened next, and Scootaloo defiantly stood, placing herself between her two friends and the timberwolf, so that when the timberwolf did attack, her friends could have a few precious seconds to run away. Scootaloo closed her eyes and steeled herself in expectation of the timberwolf's mangey jaw. But it never came. She heard sounds of teeth, but there was no sharpened wood digging into her, no screams from her friends, no fatal end to her. Scootaloo opened her eyes and saw the changeling. Before the timberwolf made a move that surely would have ended the lives of those three fillies, the changeling jerked up and awake. His body coursing with one emotion. Fear. The fear was essentially pumping adrenaline through him, but it clouded his mind, made him forgot. But at that moment, what he was, who he was, or where he was didn't matter. What did matter were the fillies. Jumping between the orange pegasus and the timberwolf, the changeling formed illusions around him. His carapace split open and two sets of translucent oval wings spread out. He bared his fangs and his tongue flicked out into the air wildly. Fires burst into existence from beneath the timberwolf. Fiery tendrils stuck to its paws and crawled up its wooden body. Scootaloo saw no flames. Only a timberwolf howling in pain and sprinting away. > A Changeling In Our Clubhouse > -------------------------------------------------------------------------- Back in their clubhouse now, Scootaloo, Apple Bloom, and Sweetie Belle looked at the unconscious changeling. After the alpha timberwolf ran away, the changeling fell over exhausted. It had taken them nearly ten minutes to get him back to and in the clubhouse. Scootaloo had a slightly distant look, and her breathing was heavier. "So, should we tell somepony? Maybe Applejack? Or Rarity? Or Rainbow Dash?" Sweetie Belle spoke up, her front hooves crossed in a manner of uncertainty. Both Apple Bloom and Scootaloo looked at her. "We can't tell Applejack. She'd go crazier than Big Mac and Miss. Cherilee on Heart's and Hooves Day," Apple Bloom declared. "Well, definitely not Rainbow Dash. She dreams of fighting changelings again," Scootaloo said without looking her friends in their eyes. As Apple Bloom and Scootaloo discussed what to do with the changeling, Sweetie Belle caught it moving out of the corner of her eyes. The changeling groaned and its head moved somewhat, but otherwise, it was motionless and soundless. Sweetie Belle spoke again up, "Uhh, girls." Both Apple Bloom and Scootaloo looked at their friend. "What are we going to do if it wakes up?" Apple Bloom was confused. "It?" "I don't know if that's a guy or a girl. And I'm not checking." Placing her hoof on her face, Apple Bloom groaned. "Look it's late and we're all tired. We can talk in the mornin'." A murmur of agreement sounded and the three fillies each went their ways home. Scootaloo quietly opened the window to her room. She pulled herself and her scooter through the window and closed it behind her. I should check on mom. She opened her door and snuck down the hallway towards her mother's room, taking great care not to make any loud sounds. Peaking in she saw the sleeping form of her mother in her bed. The bed sheets were lying haphazardly on the floor. Scootaloo quietly picked up the bed sheets and placed them on her mother. Scootaloo made her leave, turning off the bedroom lights and closing the door on her way out. Returning to her own room, Scootaloo passed by some family photos hanging in the hallway. Her mother in the hospital, holding a baby Scootaloo in her hooves, with her father smiling in the corner of the photo. Her father teaching her how to ride her scooter for the first time. Scootaloo herself was covered all over in protective gear at her mother's insistence. She could hardly move enough to control the scooter. Her parents dropping her off for her first day of school, back when Scootaloo had a longer mane and tail. She remembered being nervous that day. For Fathers Day, her father's jaw-dropping and her mother's overly-dramatic, horrified look at Scootaloo's cut mane and tail, now identical to her father's. A photo of Apple Bloom, Sweetie Belle, and her performing their talent show with the award for best comedy act on the table beneath the picture frame. Her mother couldn't stop laughing until they both got home that night. Sweetie Belle popped her head over the window and scanned the room. Her sister was passed out asleep next to a half finished dress. Sighing, Sweetie Belle muttered quietly, "Over exerted yourself trying to get another custom set of outfits for your clients. Again." Sweetie Belle focused her magic, lifted the window lock, and raised the window just enough of her to squeeze in through. After re-locking the window, Sweetie Belle moved all sharp and delicate objects away from her sister and onto a table. She took her sister's stitching glasses off and put them in their container. She trotted up to Rarity's room and yanked the sheets and a pillow off the bed. She placed both on the floor beside Rarity and spent the better part of fifteen minutes trying to roll her sister over onto the makeshift bed without waking her up. Something's missing. Wait, I know. After ransacking Rarity's room again, Sweetie Belle returned with Rarity's sleeping mask and placed them over Rarity's eyes, upside-down of course. Sweetie refilled Opalescent's food and water bowls. The white cat took a minute to purr and rub her fur against Sweetie Belle's hoof before turning her attention to the bowls. Sweetie Belle yawned and smiled. It was far past the usual time for her to go to bed. Apple Bloom opened her eyes, the rooster crowing just outside her window and the early morning sun shining in her eyes. Rubbing the sleep out of her eyes, she yawned. Applejack's voice called up, "Apple Bloom! Breakfast! Hurry or you'll be late for school." Hopping out of her bed, the filly walked to her room's window. Opening it to let the smell of fresh apples fill the room and her nostrils. Looking over the orchid as she always did before heading downstairs, she saw something move in the clubhouse. "What in tarter sauce could that be? Oh, wait! The changelin'!" Hurriedly, Apple Bloom brushed out her crazy case of bed mane and bed tail and rushed downstairs with a red bow tie in her mouth. Without stopping, Apple Bloom worked towards tying the bow on her head at every chance she got. Arriving downstairs in the kitchen, Apple Bloom looked around the room for her big siblings and Granny Smith. Apple Jack was cooking pretty much every kind of apple related dish, Big Mac was hauling multiple small sacks and small bags filled with fresh apples and Granny Smith was folding family heirloom blankets on the smaller table. Apple Jack spotted her little sister and spoke, "There ya are Apple Bloom. I've made-" Apple Jack turned to each plate of food, pointing them out as she announced it, "-apple pie, apple critter, pancakes with apples in 'em, a salad filled with apples, apple..." Apple Jack would have continued down the row of apple related foods if Apple Bloom hadn't spoken so soon. "Thanks, big sis, but ah can't stay to eat, ah'm gonna be late for school." Apple Bloom ran past her big sister, grabbing a slice of apple pie, a small bag of apples, and one of the blankets Granny Smith was folding and, for all intents and purposes, flew out the front door. "Now what's gotten in her mind?" asked Apple Jack. She looked at her older brother. "Any clues, Big Mac?" Big Mac answered with his trademark, "Nope." "Ah reckon she's off to have a picnic with her friends. Hoohhheheh. Ah remember in the olden days, me and yer cousins would....zzzzzzzz." Granny Smith talked herself to sleep before she got any further into her story. Apple Bloom tiptoed closer to the clubhouse, trying her best not to be spotted. The changeling inside it may have saved her and her friends lives, but it could have done so for reasons Apple Bloom did not yet understand. At the base of the clubhouse tree, Apple Bloom tried to toss the sack of apples and the blanket into the tree house, but she couldn't make it to the window with any toss she made. Gulping, Apple Bloom creaked up the wooden stairs and opened the door a tiny amount, just enough for what she needed. "H-Hhey. Here are some apples in case ya get hungry." Apple Bloom placed one of the bags inside the tree house. Her eyes darted across the room but she couldn't see the changeling. Beads of sweat ran down her face as her head moved from each side of the clubhouse, trying to spot the changeling that she couldn't see. Then she saw it, its entire body was a darkish brown to blend in with the shadowed wood it stuck against in the back of the room. Its lime green eyes seemed to pierce into her body. "And here's- a- a blanket. In case ya get co-cold." Apple Bloom placed the blanket beside the bag, the changeling's eyes not once leaving hers. "Ah'm going to school now, Ah won't be back until later this afternoon. Don't let mah family see ya, or they'll try and get ya and Ah doubt mah sister's willin' to talk to a changeling." The changeling gave no audible or visual response. The only things were its eyes. The only reason Apple Bloom hadn't run out of the clubhouse, screaming for her life was because of those eyes. They weren't hostile or angry. Instead they the look of childlike curiosity in them and -just as prominently- the same fear that was making Apple Bloom's legs rattle. Apple Bloom slowly closed the clubhouse door and backed away from it. In the side window, she could see the changeling still watching her. When Apple Bloom was finally on the ground, she bolted away from the tree house and slammed behind a tree. Her breathing was quick and shallow. She spent a good two or three minutes taking fast breathes. Bringing a hoof up to her chest, she felt her heart beating quickly before slowing down to a responsible pace. She wiped the sweat from her brow and finally headed off towards school. The changeling watched her curiously the entire time. Minutes after Apple Bloom left, the changeling look back at the bag of apples she had left. She brought food for me? And warned me to hide if anyone but she came here. Why? He was a changeling, a creature that tried to take over their land, yet she was helping him. Sniffing the bag, the changeling determined they weren't poisoned apples; in fact, he couldn't smell anything at all. With his curiosity driving him, he nudged open the bag to find not apples but a pile of books. School books to be specific. ...... Apple Bloom rushed to the schoolhouse, getting into the room seconds before the bell for the first period rang. She got into her seat waiting along with the rest of the class for Ms. Cherilee to start the school day. "Psst." "Huh?" Apple Bloom liked over towards her friends. Sweetie Belle and Scootaloo were waving her over. Apple Bloom walked over to her friends and was rained on by a series of questions. "How was that you know what? Was it still in the clubhouse? Did you see it? Did it try to run away?" "Girls, girls. Stop." Apple Bloom did her best to keep her voice down, the last thing they needed was for the entire school to know that they had a changeling in her farm. "It was still in the clubhouse, I don't know how it was, it didn't speak, and it didn't try to run away. I went to go check on it and to warn it to hide if mah family comes to the clubhouse. And Ah gave it a bag of apples and a blanket." "Um, Apple Bloom, I'd hate to burst your bubble but that's not your schoolbag. It's full of apples." Scootaloo pointed to the bag on Apple Bloom's back. "What are ya talkin' about? Ah just got it this.. morning'...." Apple Bloom stared at the bag filled not with her school supplies but with apples. "Tarter sauce. Um, ya girls wouldn't mind if Ah borrowed yer books for today?" Apple Bloom asked. Sweetie Belle shook her head in comical exasperation. "Of course. Here, use mine. Scoots and I can share." Sweetie Belle levitated her books to Apple Bloom. "Alright everypony, to your desks; class is in session." Ms. Cherilee said tapping her hoof on her desk, getting her students attention. Apple Bloom returned to her seat and open Sweetie Belle's book. She also reached into her own bag and pulled out an apple, giving it a big chomp. All throughout the day, the three crusaders only three-fourths paid attention to the lessons. Instead, they were constantly thinking about that changeling. Mostly spent thinking up something to call him. "How about Carapace?" Apple Bloom suggested. "Carapace?" Scootaloo looked at Apple Bloom funny. "Yeah, Carapace. It's the shell on the back of an insect." "I know what a carapace is. It just doesn't sound good." "Yeah, it doesn't roll off the tongue very well," said Sweetie Belle. "Ahh! Fffff-" Apple Bloom paused as she remembered where she was, in a classroom. "forget it. Mimic." "That's just what it does." "Well, ya two shot down: Holey, Pincer, Green Eyes, Bugs, and now Carapace. So its the only thing Ah can think of." Sighing, Scootaloo relented. "Fine. Mimic it is." "There, done with that now." "Wait, what if it already has a name?" Sweetie Belle asked. "Then we will have wasted six hours tryin' to think of a name." The three crusaders slowly and fearfully walked up the steps to the clubhouse, all of them holding onto each other for dear life. "What in tarnation are you three doin'?" All three stopped in their tracks and looked up to see Applejack in the clubhouse. Both fear and nervousness climb their ways up each of the three crusaders' spines. "He-hey AJ, whatcha doin' in the clubhouse?" Apple Bloom asked. Did she see the changeling? Does she know about it and is tryin' to guilt us into admittin' it? "Well after ya took off in such a hurry this mornin', Ah thought Ah'd take the time clean up ya'll's clubhouse for yer picnic. And let me tell ya, hooo-weee! Ya wouldn't believe what Ah found hiddin' in there." Oh no. This is it! Applejack placed down a bag on the window off the clubhouse with a loud thud. "Aside from it being an absolute mess; yer schoolbag Apple Bloom. Ah guess yer were in such a hurry to not be late that ya forgot it in the clubhouse." "Oh yeah. She accidentally brought a bag full of apples instead," said Sweetie Belle. "Oh, don't worry. I let her borrow my books for the day." "Well, thats real kind of ya Sweetie Belle. Now Apple Bloom, check what's in the bag yer grabbin' before ya run off. Okay?" "Okay Applejack. Ah will." Applejack ruffled her little sister's mane affectionately. "Ya got some great friends to look out for ya, Apple Bloom. Don't forget that." Waiting until Applejack was out of eyesight and earshot, the CMC ran into the clubhouse. All three looked around but saw nothing, nothing but a newly cleaned clubhouse. "Look closely girls, the changeling can make itself look like anything behind it." Apple Bloom waved in the air where the changeling was hiding that morning but it was just empty air. There was a creak of wood above them and Scootaloo looked up to see something in the clubhouse's rafters. "Uh, Sweetie Belle, Apple Bloom." "What?" The two fillies followed Scootaloo's hoof pointing up at the rafters. There it was, the changeling, crawling through the wooden rafter beams. Its skin was a shade of brown that perfectly matched the color of the wood around it. Its holey, chitinous hooves stuck to the wood roof and walls as it crawled down to the floor. As it got lower, its skin slowly changed from brown to jet black, like an octopus. "Is she gone?" whispered the changeling. "Yeah. She's gone," Scootaloo responded. "Wait." "You can talk?" asked all three crusaders in unison. The changeling reared its head, a bit taken aback. "Of course I can talk. Why wouldn't I be able to?" "Then why didn't ya talk earlier when Ah was leavin' ya the bag and blanket?" Apple Bloom asked. "I was afraid. I thought you might scream or run if I did speak." "Oh." Sweetie Belle spoke, "Um, Mister Changeling, Do you have a name?" "Yes, I do. It's-... It's... Umm.." The changeling scratched it's head for a bit before it suddenly dawned on him. "I can't remember my name." Queen Chrysalis stared at the orb in front of her. The orb showing her what the changeling saw. She had spent months ironing out every single minute detail. And it all was derailed by a pack of timberwolves terrifying Kore'kel away from his destination, and three fillies who took him even further from the destination. She was dumbfounded. "Well, two of those fillies are sisters to an elemental bearers. That could lead to Kore'kel reaching Princess Twilight that way." A single messenger changeling approached the queen of the changelings. "My Queen." "What is it drone?" "Da-. The traitor is awake now." Chrysalis' eyes filled with a sadistic glee. "Good. Let's see if that traitor will be cooperative today." The orb floated up and was placed into a chandelier of countless other orbs- all of them currently active Infiltrators. Chrysalis buzzed her way down to the prison in the lowest depths of the cave system. Inside hung hundreds of cocoons, each one holding a pony from which to draw a supply of emotional energy from. But she wasn't here for any of those. Instead, her target was a single changeling chained to a wall. He was tall but still shorter than Chrysalis and he had a short green mane and tail. "Well well well, it seems the little thief has awakened." Chrysalis bent down and placed a hoof beneath the changeling's chin, pushing it up to face her. "Tell me, have you decided to stop being stubborn and finally give me what I ask for?" The changeling narrowed his eyes and spit right on her face. Enraged, Chrysalis hit the changeling as hard as she could muster. "INSOLENT FOOL! How dare you insult your queen in such a manner!" The changeling spat to his side, blood and spit covering the ground beside him. He turned back to the much larger changeling and spoke calmly. "You are not my queen." "I AM YOUR QUEEN!" Chrysalis stood to her full height, intentionally towering over the changeling as much as she could. "And you would be wise to do as I say. Now, you somehow wormed your way into the heart of a certain somepony in Canterlot. What is their weakness'?" "You won't get anything out of me." "Very well then." Chrysalis turned and spoke to the changeling standing guard. "Take this traitor to the room."