> To Be a Changeling
>  by PlagueRat
> --------------------------------------------------------------------------

> Prologue
> --------------------------------------------------------------------------

Everything was silent around him. The world nothing but a thick inky blackness, an empty void free of even a speck of dust. Gradually his consciousness began to return, slowly knitting itself together like a healing wound.

The first thing he noticed was how he felt. It was... warm. Like the warmth you might feel under a soft blanket. No, it was more like a warm bath, if the bath was made out of something with the thickness of honey. He tried to open his eyes but they didn't respond. Next he tried to reach out, hoping to feel around and maybe understand his surroundings better, but the limbs also ignored him. He had the same disconcerting outcome when he tried to move his legs. Panic set in and he tried to call out for help. That panic increased when his mouth didn't open. He was trapped. Blinded, muted, restrained and confused.

Time passed and he remained suspended in empty darkness, trying to think, to remember how he got here, who he was. Images slipped past in his mind, always just beyond comprehension. Memories of blank faced creatures with names he couldn't remember, flowed past him like leaves in a stream. Stories and events jumbled together and flittered around as if they were nothing but pieces of paper scattered in the wind. Words, letters and numbers... things he knew he should be able to remember stayed just beyond his understanding. It was both disorienting and terrifying.

He wasn’t sure when it started but gradually he could sense something new, a calming feeling, something telling him he was safe, that he was cared for. Then he started hearing the voices. They sounded distorted, like if your body was submerged in a pool and somebody was trying to talk to you. In hopes he could understand them better he tried to reorient himself to face the direction of the voices. However the distortion was too heavy and the voices remained muffled. Over time the voices would leave and return always bringing with them that calming feeling.

Eventually he could detect periods of light and shadows. He realized he could see again but only a pale milky green that varied in translucency. Periodically shadows would eclipse the light and with it the voices would return along with the feeling of calm.

This series of events continued over and over again through an ambiguous amount of time and as it did the strange green milky world around him felt like it was growing smaller. Worried he might be crushed by the shrinking enclosure, he started to thrash about, twisting his body every which way. The act took a lot of energy out of him but he continued until eventually he felt something at the center of his forehead break through the barrier. He twisted his head forward causing pieces of a shell to crack and give away. A viscus slimy liquid cling to his body as he pushed himself free of his confined space and covered his eyes, leaving his vision impaired. He tried to call out for help but only ended up coughing up some of the muck that coated the inside of his mouth and throat.

While he laid halfway out of his strange gooey prison, panting and gasping for breath, a new sound caused his ears to twitch. A clip clop sound was getting closer and soon a shadow blocked out the light and the calming feeling returned. He felt himself lift into the air without anything touching him and he writhed about in confusion. Something warm and wet ran over his face, cleaning off the slime, causing him to squirm about and clench his eyes shut until it stopped. He tried to open his now uncovered eyes, but the light stung and he had to squint until his vision could focus.

At first what he saw looked like two large blue orbs floating in a sea of blackness. Then he started to make out features. Not orbs but big solid blue eyes. A muzzle with two nostrils at the end and a mouth that was curled up in a small smile with two white fangs that poked out in the front. The sea of blackness he first saw was this creatures' skin, no, its' shell. It had two split ears that stood straight up and flickered or turned in direction occasionally. At the center of its forehead sprouted a single horn that curved slightly up and glowed with a gentle green aura. Its body was quadrupedal, like a strange equine, standing on four hooved legs that looked riddled with holes.

He started to shiver nervously, floating helpless in front of the bizarre creature that was many times his size. Looking back into its eyes he noticed a reflection in them, the reflection of another odd creature. A smaller one that also had a pair of large blue eyes, a little muzzle with two fangs in the front and a horn at the center of its forehead. That was where the similarity ended though. Instead of being equine like in body, it was more of a large grub. Squishy looking, mostly white in color, specked with small black spots. Below its head, sticking out of its body, were two little black nubby legs that currently just dangled down.

Heart racing in his chest, he slowly lifted his arm, and watched in horror as the little creature in the reflection mimicked him. Swallowing hard he looked down, down at two little black legs and a larva like body. His body.

Just as he was about freak out he felt himself moving again through the air. He looked up at the large bug horse, who was turning around with him to face yet another of its kind. They all stood, him floating, in a large stone cavern. The floor was littered with patches of a plush olive green moss and a luminescent lichen grew along the walls and ceiling, gently giving off an aquamarine color that lit the room. Also scattered about the room where about a dozen large pale green eggs. Some sitting alone and others in small pairs or in groups of three.

The creature said something, its voice feminine and strangely motherly. If he could have understood her, he would have heard her say. "Send word to the queen. Tell her the first of her new brood has hatched."
> Chapter 01 - Chrysalis
> --------------------------------------------------------------------------

Chrysalis, Queen of the Changelings, was standing in the center of the ruined throne room. Her emerald cat like eyes scanning over the pair of weathered thrones that sat atop matching daises. The one to the left was a fading blue, the one to the right a dwindling yellow.

“From one ruined throne room to another,” she hissed to herself as she started walking forwards over the rotting red carpet.

Moonlight shone down above her, casting its glow through a large shattered skylight, reflecting off her black crown and highlighting the jagged edges of her horn. Her gaze moved up from the thrones to the two moth-eaten banners that hung above them. The leftmost one varied in shades of blue and was embroidered with symbols of the moon and stars, while the right one was made up of assorted yellows and sported symbols of the sun.

Between the two banners was a large jagged hole. It might have been a window at one point but now it was far too damaged to be able to tell. From the hole a weak breeze found its way in, causing her teal mane to wave slightly around her long slender neck.

“My queen?” said a voice from behind her.

Chrysalis turned her head to look back at one of her changelings. One of her last few remaining subjects. The reminder of how almost her entire hive betrayed her both depressed her and caused her blood to boil. At least a few who rejected the traitor Thorax had returned to her. They would be needed to help in creating her new hive.

“Yes Phasmid?” Chrysalis asked, turning around to face the guard.

Phasmid was still a young changeling, only on his third molt, under half her height and honestly too small to be a hive guardian. She had few options however, having slightly over two dozen subjects now, and what he lacked in experience he made up for in loyalty.

“Lacewing and Katydid asked that I inform you that the new brood started hatching,” he said as he knelt his front legs forward and lowered his head in a respectful bow.

“Wonderful!” she said with a grin. “Accompany me to the nursery, I wish to see them.”

“As you wish my queen,” Phasmid responded, standing straight again and following instep alongside her.

The two exited the room and moved along a lightless corridor, the torch holders on the walls empty, long ago having burned out. Changelings didn’t need the light of torches, having excellent night vision that allowed them to see even minuscule details in the dark.

“How many have hatched so far?” Chrysalis asked, keeping her sight straight ahead.

“Only one had when I left to tell you my queen,” Phasmid replied, looking up at her for a moment and then facing forward again to scan the route they took.

“Good, I don’t want to miss the rest,” she said as they went down a spiral staircase that veered off near the end of the hall.

At the bottom of the stairs was another long corridor, filled with little cities of cobwebs that clung along the upper edges and vanished into the rafters. They continued along until reaching a threadbare tapestry depicting a band of six ponies being encircled by a group of ghostly wendigoes.

A soft green glow surrounded Phasmid’s horn as he used his magic to lift the tapestry up by its bottom edge to reveal an excavated tunnel that gently sloped downward. Chrysalis, ducking her head down to avoid bumping her horn into the edges of the wall, entered the passage. Phasmid followed quickly behind her and lowered the tapestry back into place to cover up the entrance of the new hive.

As they neared their destination Chrysalis and Phasmid passed a trio of changelings, these ones working together to carve out a new tunnel. One of them was using their magic to break away prices of rock while the other two coated the stone with changeling resin to help reinforce the passage. The three paused in their work to offer a bow of respect to their queen which Chrysalis returned with a nod.

Acting as a door to the nursery was a simple grey blanket, salvaged from the castle above and tacked over the entryway with two hardened globs of resin. Just like with the tapestry before Phasmid lifted the bottom of the blanket with his magic allowing Chrysalis to step past unimpeded and into the cavern being used to incubate the future generations of her new hive.

“Would you like me to stand guard at the door my queen?” Phasmid inquired.

“Please,” Chrysalis answered as she turned her attention from the guard to the sister changeling caretakers in the room.

Lacewing and Katydid were both young with slightly blue tinted crests that ran along the backs of their heads to their withers. They seemed to be fussing over a single grub that stared up at them from behind a small empty eggshell.

“Why are you so scared of us little one?” Asked the caretaker named Katydid who was currently kneeling down and trying to reassure the little grub in a soothing tone. “You don’t need to be afraid, we aren't here to hurt you.”

“Is something wrong?” Chrysalis asked, stepping beside Lacewing.

Something did seem to be off with the little changeling grub. Normally they would be crawling around, hissing out to be feed or finding a safe resting place in a leg hole of one of the nursemaids. Instead this one’s eyes widened and they hid away when Chrysalis approached.

“We don’t know why, by this grub is afraid of us,” said the nursemaid named Lacewing.

Chrysalis lifted the grub in her magic, causing the little larva to wiggle about in the air. First she looked over its body for any injuries or deformities, then she sniffed in its scent to determine if it might be sickly. Its vision seemed to be fine from what she could tell and its little white ears stood straight up when she clicked her tongue to tests its hearing. Physically this was a perfectly healthy changeling larva, and in the past the ones to hatch first always have been.

“Have you tried to feed it?” questioned Chrysalis, looking from the floating grub to Lacewing and Katydid.

“Yes, but that was when it started to act that way,” Lacewing answered, her ears lowering. “Maybe it thought we were going to eat it.”

Changelings mainly feed on the love of other creatures and their young were no different. Since they couldn’t go out themselves to harvest it they had to rely on others to feed them. Changeling nymphs and adults can easily harvest the essence of love from one another in a gaseous form but grubs needed to be fed a special mixture of regurgitated organic matter infused with love.

“I’ll feed this one,” Chrysalis said.

She floated the little grub closer and carefully used her magic to open its muzzle. Its eyes widened as she brought something up her throat and then proceeded to produce a pink globule from her maw and drop it into the wiggling grubs mouth. When she saw that it was about to spit out the meal she used her magic to close its mouth and massage along its throat until it swallowed. The grub seemed to give up its protests and now floated calmly in her magic.

“Your highness,” Lacewing said, drawing the queens attention. “The other eggs are starting to hatch.”

With a small smile Chrysalis levitated up the grub she held, then placed it atop her head just between her right ear and her crown. When she was sure the grub was holding on she released it from her magic and turned to watch as one of the pale green eggs split open. Another little black and white grub pulled itself free from its shell, opened its mouth wide, then started hissing out into the air.

Lacewing gently lifted it with her magic and set to work on cleaning the newborn with a soft washcloth. Once finished, she checked over the grub for any deformities and then proceeded to feed it. Katydid looked after the next grub to hatch and the process repeated over and over again.

Through it all, holding on to the top of Chrysalis mane, the first born grub watched.
> Chapter 02
> --------------------------------------------------------------------------

He was silently watching, while he clung to the mane atop the large insectile horse’s head, as each new grub was being cared for. One at a time the other larva had been cleaned upon hatching, feed a regurgitated meal and now crawled around at the hooves of his perch. Slowly they wormed up the larger creature, giving off an occasional little hiss before finding a resting place in one of the many holes in her legs. This didn’t seem to bother the creature in the slightest, if anything, he somehow could sense she was pleased. The fact that he knew what she might be feeling just made him even more confused on top of everything else.

Okay, just what was going on? His little white ears rotating backward as he questioned himself. None of this feels right. I feel like… like… I feel like I’m missing something. I just can’t figure out what that something is... I’m not supposed to be a… a… whatever I am. Am I?

The two smaller caretaker insect creatures approached and started talking to the larger one. He had no idea what they were discussing and every word they said seemed just beyond his understanding. Both of the caretakers bowed down to the larger one and then trotted over to a blanket that was draped over a large hole in the cave wall. One of their horns glowed a with a soft green light, then a similar glow seemed to grip the bottom corner of the blanket and lift it up. 

He got a brief view of a dark tunnel and the figure of yet another one of the creatures standing just outside the cavern. That one was a little smaller than the two that just left and oddly enough, looked like it had some kind of helmet on that was shaded close to a royal blue.

Once the doorway was covered up again the large creature with the long mane surveyed the room while saying something to herself. After finishing her scan, she then trotted over to a large patch of green moss and gently lowered herself to the floor, carefully resting her limbs out to the side of her body as not to crush any of the little grubs that nested in her legs.

She started to softly hum to herself, or maybe she was humming to the grubs. Her long crooked horn started to glow green and then he felt himself being lifted by some unseen force once again. With care he was slowly lowered and placed between her two front legs. Turning to look up at her, he couldn’t help but notice the smile on her muzzle as she looked back down at him.

While continuing to hum her tune, she lowered her head down, her long hair surrounding him like a curtain, before she gently nuzzled her cheek against him. At first he tensed up at her touch, but then a feeling washed over him. That same feeling that he felt so many times before he hatched, telling him to calm down and that he was safe. He relaxed and found himself nuzzling her back.

Her body wasn’t covered in a hard unyielding exoskeleton but instead it felt like she had more of a thick skin, covered in warm soft peach fuzz fur. Her head lifted and she gently started to stroke along his back with her hoof, he could sense a happiness radiate from her.

She’s treating me so nice, I wonder who she is. He thought while looking up at her. And she’s so different but also beautiful. Should I try to talk to her? Will she understand me? Can she tell me what I am? I’ve got so many questions…

He opened his mouth, then closed it, unsure what to say. The creature looming above tilted her head a little to the side and regarded him curiously. When he opened his mouth again and attempted to at least say “hello” all that came out was his long forked tongue and a hiss.

He closed his mouth quickly, almost biting his tongue, shocked at the noise he made. That didn’t seem to bother her though and she glanced around herself, checking the other grubs. They all seemed to be sleeping now. She looked back down at him and then said something. After a moment of silence, her looking down at him and him looking back up at her, she said the same thing again.

Okay, she is trying to talk to me. He thought. It sounded like she repeated what she said. Maybe she is asking me something… Maybe she asking if I’m comfortable. Should I just nod? I’ll just nod.

He nodded his head up at her. She stuck out her bottom lip a little, once again checked over the other sleeping grubs and then said something to him. After a pause he nodded again. The creature smirked, closed her eyes, and then a lump visibly traveled up her throat. His eyes grew to the size of plates as she held out another pink globule on her long tongue to him.

Oh no, no, no, no, no, no! He was internally freaking out. She was asking if I was hungry! Will she get mad if I don’t eat it? Wait… Did my stomach just growl? Oh god… should I be worried that the smell of it is making me hungry?! Now she is giving me a concerned look. It’s not like it tasted bad… It tasted good really. Am I really about to eat that again? Am I supposed to be eating that?

He opened his mouth tentatively, some faint part of his brain screaming at him not to. He watched her smile return and then the “meal” rolled off her tongue and fell. A small part of him felt disgusted as he caught the ball of slime out of the air, but then he tasted it and the rest of him no longer cared. Again her hoof stroked over his back a few times while she hummed to him.

After he finished eating she rested her head down against one of her front legs. Her long hair blanketed over him as she closed her pretty green eyes. Laying there silently, peeking out from under her mane, he just listened peacefully to her slowly breathing before falling asleep.
> Chapter 03 - Sisters
> --------------------------------------------------------------------------

Lacewing and Katydid had spent the rest of the night sleeping while Queen Chrysalis stayed with the newly hatched larva. When the morning came, the two left the hive to collect food, both organic and emotional. They had donned their usual disguises, both appearing to be female pegasi sisters.

Lacewing, who would call herself Tea Cake, had a sugar cookie colored coat with matching wings and a flowing mane the color of hazelnut. Her cutiemark was of a cup made of fine china with a silver spoon sticking out of it.

Katydid, went by the name of Coffee Cake. She had fur and feathers the shade of caramel and a thick mane the color of creamy chocolate. On her flank was a cutiemark of steaming cup with two coffee beans beside it.

Over the trees of the Everfree forest they flew, then started to angle upward, heading in the direction of a city made of clouds. Cloudsdale was home to hundreds of pegasi, the location of a large weather factory, and is where the two changelings had been collecting love, their races main source of sustenance.

With the grace of practiced dancers the two gently landed on a cloud just outside of a café. Two pegasi stallions, sitting together at a table set for four, waved to them.

“You’re looking very handsome this morning Swifty,” Lacewing said with a voice as sweet as sugar before sitting down opposite of a light blue Pegasus named Swift Current. “I like the new mane style.”

“Good morning to you Cloudy,” Purred Katydid, putting a little sway to her rump as she made her way over to the chair across from a grey Pegasus named Cloud Cover. “Tell me how you’ve been.”

“We ordered your usual drinks, I hope you don’t mind,” Cloud said with a grin spread over his muzzle.

For the next hour the two disguised changelings flirted, whispered honeyed words and occasionally held the hooves of their dates. They pretended to laugh at the stallion’s silly jokes and showed faux interest when they discussed their jobs, all the while feeding off their infatuation. This was a ritual they had been performing every other day for the past couple months.

“So would you two lovely fillies like to see a play tonight?” Cloud asked, his face beaming.

“We have a friend that works at the theater and can get us some great seats,” said Swift while his wings absently fidgeted about behind him.

The two changelings looked to each other, both pretending to be unhappy about something.

“What's wrong?” Swift asked. His ears lowered and he nervously rubbed the back of his neck with a hoof.

“Coffee and I won’t be able to spend time in the evenings with you two for a while,” Lacewing said softly, placing her hoof on top of Swifts and stroking it gently. “Remember that job we had interviewed for a couple months back? The job as nannies. Well… we got it.”

“Oh…” both disappointed stallions said, their posture de-flating like balloons.

“No its fine! I’m happy for you both,” Swift said, perking back up in his seat. “You both seemed so excited after the interview, it’s great that you got the job.”

“Yeah it sounded like a great job and you both said how much you like foals. And I mean, we can still see you in the morning’s right?” Asked Cloud. He had a smile on his muzzle and hope in his eyes.

“Of course!” Katydid answered him, mimicking Lacewing by rubbing one of Cloud’s hooves reassuringly. “And I’m sure we’ll have an evening off every now and then.”

“But we do need to get going,” Lacewing said, standing up and stretching her wings out. “We need to do a little food shopping before starting our new jobs.”

“Yes, and don’t you two also need to be getting to work?” Katydid asked, playfully poking Cloud with a hoof. “We don’t want you to be late again because of us.”

“Yeah, I guess we do have to get going...” Cloud sighed and stood up with along with Swift.

The two stallions payed for the changeling’s drinks, as they always did, and then said their goodbyes before flying off to their jobs at the weather factory. Lacewing and Katydid dropped off the side of the cloud and glided back in the direction they came from.

Not much later they landed back in the Everfree forest and started their “food shopping.” They collected some berries and turned over larger rocks to catch insects. Some they ate themselves, others they would bring back to the hive.

Evening came just as they entered the castle ruins, right through a hole in the back wall of the throne room. They followed the same path their queen had used the night before, dropping their disguises along the way, and entered the hive through the hidden passage behind the ancient tapestry. Outside the nursery they spotted Phasmid standing guard.

“Have you been standing there all night?” Katydid asked him.
“Oh, no, Odonate changed shifts with me before dawn,” Phasmid said, while adjusting the helmet that was just a little too large for him. “He just left a few moments ago.”

Odonate was a veteran guard and the oldest of the changelings that had followed Queen Chrysalis when she started her new hive.

“Ah, that’s good, you need to keep up your energy after all,” Katydid giggled and bumped her rump against him as she passed, making the younger changeling blush and shiver.

“Yeah, can’t have you getting all weak in the knees while on duty now can we,” Lacewing whispered to him, brushing her tail under his chin as she followed after Katydid into the nursery.

Both paused just past the door after hearing the sound of something being dropped outside. Phasmid’s helmet most likely. The two giggled and turned their attention to the little changeling larva that now actively crawled around the chamber. Most of them anyway because resting next to the queen was the grub that hatched first, just quietly observing its siblings as they explored.

“We brought you some food my Queen,” Lacewing said with a bow of her head before she placed down the pile of berries and insects that she and Katydid had collected.

“Excellent,” Chrysalis said. “You two have done more than I could have asked for the past few months.”

The queen used her long tongue to circle a portion of the offered meal and gingerly drew it back into her mouth. The little grub next to her watched without making a sound as Chrysalis ate. It looked up at Lacewing, when it noticed her looking down at it.

“That one is very unique,” Chrysalis said, standing and stretching out her back after finishing the first part of her meal. “I’ve never seen a larva so… perceptive.”

Lacewing and Katydid both knew the queen would want some of the love essence they collected that morning. Without needing to be asked they both stood still and opened their mouths, allowing Queen Chrysalis to draw a wispy pink mist from them that she quickly inhaled with a contented sigh.

“Mmm, very good,” She purred. “But I need one last thing before I leave you both to watch over the larva.”

“Yes my queen?” Asked Katydid.

“Bring one of the pony toys we stole a few weeks back,” Chrysalis said, glancing down at the grub by her hooves. “Something interactive. I wish to test something.”

With a nod and some care as not to trample on any of the roaming changeling larva, Katydid trotted out of the room. She returned only a few moments later with a small wood box held in her magic.

It was colorful and polished to a shine, about the size of a large book, with circular shaped holes cut into the top. Each hole had a ring of color painted around it and a ball inside to match. Pink, orange, blue, yellow, purple and white. Katydid placed the toy down in front of the quiet little grub while Queen Chrysalis used her magic to levitate the colored spheres free.

“Now then little one, watch me,” The queen said to the larva. “Watch carefully.”

After making sure its attention was on her, she placed each ball into its matching hole, one at a time. Then each ball was removed and placed in front of the little larva. It looked at the balls, then back up at her, then back to the balls and finally to the wooden box.

Opening its mouth as wide as it could the little larva griped the yellow ball with its fangs, crawled closer to the box and then dropped the ball into its proper place. When it looked back up at her, she smiled back approvingly and nodded for it to continue.

“That’s amazing…” Lacewing whispered, watching as the little larva returned the remaining balls to their matching color.

“As I said...” Chrysalis smiled with pride. “That one is very unique.”
> Chapter 04
> --------------------------------------------------------------------------

A little while ago he had been woken up to the sound of his fellow larva hissing loudly as they milled about the chamber. The large insectile equine was diligently watching over them and he had been following her about as she worked. When one of the larva tried to leave through the caverns entrance a green glow surrounded it and the would-be fugitive was deftly plucked into the air before being returned to the center of the room.

Another had started to expel a foul smelling black liquid from its rear end and large creature tutted at it while moving the grub quickly to a patch of moss. The moss swiftly absorbed the excrement leaving only a hint of remaining odor.

Occasionally another of the smaller insect creatures would enter the room, weave through a small minefield of crawling grubs and speak to the larger creature. Sometimes they would converse only briefly, while others would be discussing something for so long that they ended up host to the larva in the room. The grubs would then have to be extracted from the holes in the visitor’s legs before they could leave. Always the smaller creatures would bow their heads to the larger one before exiting.

Ugh... I really wish I could understand them. He though. I’m getting tired of just worming around. Oh great, now I feel like somethings about to come out of me… I better go into that green stuff. And there it goes. Wow that green stuff eats it fast. I guess I did the right thing because she seems to be happy about it. Yeah I did the right thing, she’s nuzzling me with her face. She noticed that one over there is going now, he’s missing the green stuff. Off she goes to stop him. Now what does this guy want…

One of the other grubs had crawled over and started hissing at him. It pressed its head against his own and started to push him back. Between the hissing at him and spraying him with spittle, he wasn’t very pleased about the larva doing… whatever it was doing.

Dipping his head low, he used his horn to reach under the other larva, then with a combination of the grub’s own pushing and his lifting, he sent it flipping over his back. It make a loud confused squeak before it rolled to a stop against the larger creatures hoof.

She’s saying something to it. Now she is nosing it. He observed as the grub started crawling up one of her legs and then settled into an empty hole. Now she talking to me again. Maybe she didn’t see what happened… she doesn’t look mad. Wait, can the other larva understand her and just I can’t? No, I don’t think they can because that one over there still isn’t going in the green stuff even though she keeps putting him in it… She’s laying down, I better back up a little.

Not to long later the two creatures he first met after hatching returned. He thought it was them anyway, from the combination of their scent and the slightly blue tint of their neck crests. Something made a banging sound outside the room, causing their ears to perk straight up. They paused briefly at the door, covering the front of their muzzles with a hoof while giggling, and then trotted up to the large creature.
One of them said something before bowing its head and offered a pile of little squirming insects with a few ripe berries mixed in to the larger creature. The larger creature must have said something positive before she started to gobble up the meal because the two smaller creatures stood a little taller now, giving off a sense of pride. He noticed one of them looked down at him, and so he stared back up at her.

Once the large creature finished eating she stood up and stretched her back out while saying something to the smaller two creatures. They both opened their mouths and a strange pink vapor was drawn from them, then inhaled by the larger creature. For some reason the sight and smell of the pink mist made his stomach growl. It must have tasted good because the large creature made a contented sound before she started discussing something with the smaller creatures.

Giving a nod, one of the smaller creatures left the room and returned in short order with something rectangular, glowing green and floating in the air behind them. It was a box with six holes, each with a different colored ball in it. The rectangular object was placed down in front of him while the balls separated from the box and floated above. The larger creature then said something to him, motioned with her head to the floating orbs, and waited.

Okay… you want me to watch the balls? He through, glancing between her and the floating objects. Alright, I’m watching now what? Now they are going back into the holes in the box and now they are floating out again. Now they are sitting on the ground. Why are they watching me? They want me to put the balls away don’t they…? I guess I could pick them up with my mouth. I’ll put this one away first, it’s the same one that went in first before. Alright it’s back in its spot. She’s smiling and nodding at me, so guess this is what she wants. So it was the yellow one, then blue, then white… Was it orange or pink next…? I know purple was last. I think it was orange, then pink, then purple. There, all done.

The three creatures now stood around him chattering to each other excitedly. The larger creature said something to the smaller ones who nodded to her in response and then went around the room, stopping at each grub to feeding them. Lowering herself down next to him, the larger creature produced his own meal. It looked different this time through, almost like it was glowing pink. It was strange how something that first disgusted him now looked so enticing. He greedily ate it without hesitating.
> Chapter 05 - Phasmid
> --------------------------------------------------------------------------

Phasmid trotted through the dusty dilapidated corridor, stopping at each doorway and checking every empty room. Despite being off duty he still felt full of energy and decided to do a quick patrol of the abandoned castle ruins. While surveying a ramshackle guestroom he noticed the bed’s dust ruffle move ever so slightly. He halted in place, eyes locked on the aged fabric, and waited.

Again something disturbed the bed skirt. Creeping silently into the room, and changelings can be very stealthy despite having hooves, he took up a position adjacent to the bed, readying himself. With a swift burst of magic he sent the bed tipping onto its side, kicking up a cloud of dust and revealed the intruder.

A single scraggly rat sat frozen on its haunches, staring up at the changeling. Its mouth was agape, just about to bite into the morsel of food held in its tiny paws. Sighing with a mixture of relief and disappointment, Phasmid let his tense muscles relax. The little rat took that moment to chomp down on its dinner and skitter past the changeling guard, out into the dark hall where it disappeared around a corner.

While righting the displaced bed back into its legs, Phasmid wondered if he should have chased after and captured the rodent. It could have made a nice little addition to a meal but then again it didn’t look very meaty or healthy to him. With a shrug he left the room, closing the rotting wooden door behind him.

After finishing his patrol he returned to the tunnels of the hive. While en route to his quarters he nodded a greeting to any fellow changelings he pasted. Once inside he removed his helmet and placed it on the tip of a stalagmite before he hopped onto the mossy surface of his bed. He let out a yawn, covering his mouth with the side of his hoof as he did, and then lowered himself down onto his side.

He gripped a squishy lime green pillow with his front hooves and pulled it closer, resting his head against the cool surface. With half closed eyes he glanced around his spartan room, stopping his gaze on the empty guard helmet that faced his direction. The helmet that was still too big for him.

“You can’t be in the queen’s army. You’re just not cut out for that kind of job.” the spectral voice of his mother said. “You’re going to be an infiltrator like me and your sister.”

“But I don’t want to be an infiltrator!” shouted back the voice of Phasmid, still just a nymph. “I want to be a soldier like Mandible or Pharynx! Like dad was!”

“I said NO! Now stop arguing with me about it!” roared back the memory of his mother. “For the last time you are not going to be following in your fathers hoof steps and that’s final!”

Phasmid closed his eyes, inhaled through his nostrils, exhaled out of his mouth and then rolled over onto his other side. When he opened his eyes again he stared directly at small burlap sack doll that rested between a few other knick-knacks on a shelf. It was in the likeness of an earth pony with some of its stuffing sticking out between the loosely stitched together seams.

“You can’t even pull that dummy’s tail off you wimp!” taunted the voice of a young changeling. “Are you crying? Hey everyling, Phasmid is crying wike a wittle pony!”

“What’s going on?” Asked the voice of a female changeling. His older sister’s voice.

“We weren’t doing anything wrong.” The younger changeling’s voice said defensively. ”We’re just playing.”

“Just playing, huh?” his sister’s voice said with skepticism dripping from her tone. “Why don’t you all just go play on the other side of the cavern for now? I need to talk to Phasmid.”

Closing his eyes again Phasmid pictured the silhouette of his sister from that day.

“You’re getting bullied again I see.” The silhouette said with a pang of sadness in her voice. “Are you okay?”

“I wish I wasn’t so weak.” The younger Phasmid said with a sniffle. “Cricket, why can’t I be strong like Dad?”

“Phasmid...” The silhouette signed. “You and I take after mom more than dad. We’re just better fit for infiltrating and harvesting love then for fighting. There’s nothing wrong with being an infiltrator, it’s a very important job for the hive, just as much as being a guard or soldier.”

“I know it is…” Phasmid said, his voice almost a whisper. “I just wish… I could be like Dad…”

The silhouette placed a hoof on his withers but didn’t say anything.

Phasmid sat up and buzzed his wings, puffing out his breath before laying down again. He adjusted his wings carefully before settling onto his back. He stared up at the ceiling, watching as little ruby colored insect crawled across the stone before closing his eyes again.

“Phasmid you're back!” His sister’s voice called out to him from something he didn’t recognize. “So much has happened while you were away!”

A mint green creature came flying up to him on transparent rose colored wings. Her red eyes shimmered with joy as she tried to grab him in a hug. He flew backwards, propelled by his buzzing wings, a look of confusion plastered on his face. He looked away from the creature with his sister’s voice, who now gave him a hurt expression, and over the ruined hive.
“W-what happen?” He asked, voice shaking and full of disbelief. “Cricket, what happen to the hive? What happen to you?”

“We’re better now Phasmid.” She said “We’ve been set free of out hunger, our need to harvest love.”

“How..?” He softly asked.

His sister explained to him how the Queen’s plan to capture the most important ponies in Equestria had failed because of a changeling named Thorax, two ponies and Discord. How even after the group of invaders had been captured, Thorax was able to teach his fellow changelings how to freely share love. Before their eyes he transformed into a new type of changeling, a changeling king! The other changelings quickly began to follow suit. The act of freely sharing their love with one another instead of taking it caused a butterfly effect throughout the hive and they evolved into their new forms.

“But what happened to the Queen or the other infiltrators that had been away?” He asked.

“She refused to freely accept the love of others and flew away.” Cricket said with pity in her eyes. “We’ve been teaching anyling who returns how to share love. Will you please let me show you?”

Phasmid opened his eyes again and sighed.

“No…” He said to the empty room.
> Chapter 06
> --------------------------------------------------------------------------

One thing he learned quickly was that life as a larva was boring. At the start of his day he would wake up somewhere in a pile with his fellow grubs and would have to wiggle his way out to freedom. Then he would look for a patch of moss off in a corner of the room to do his business. 

The other grubs would wake soon after and start loudly hissing for food while they crawled around a caretaker. One of the smaller insect creatures, and their always seemed to be at least one in the room to watch the grubs, would begin the task of feeding them. Well, they would cater for the other grubs, but not him. He would have to wait a little while longer until the larger insect creature would return for his own meals. Only she would feed him.

After the grubs had eaten they would still crawl around and hiss at everything, but just not as loudly. They would explore the room, climb up and down the walls or have pushing contests with one another.

The contests were very straightforward. One grub would push its head against another and the first to be knocked over lost. He had been challenged every so often and had won by using a simple strategy of putting his opponent off balance by ducking his head to one side or another. 

The other grub would start to push past him and then he would shove them from a new angle to sending them rolling onto their side. He had a feeling that because he was so victorious at these little scuffles, the other larva would gather around him when it was time to sleep.

Every few days one of the caretakers would bring in a couple buckets full of warm water and a stack of clean fluffy towels. One at a time, he and his fellow larva would be washed clean of any grime they picked up. He enjoyed the baths but some of the others despised it and would put up a struggle by trying to squirm away before they could be scooped up. Once washed and dried they would be let loose to transverse the chamber, free to let themselves get filthy all over again.

Later the grubs would all gather together and nap in a pile. Even when he wasn’t feeling tired, as soon as the others grouped up around him, the warmth would make him sleepy. After the nap it was feeding time again, followed by more crawling around and pushing contests until it was time for bed.

The only time he wasn’t bored was when the caretakers occasionally tested him. This was usually done by bringing in different items to see if he could figure out how to manipulate them. 

He would build with colorful wooden blocks that would end up knocked over and sometimes stolen away by another larva. Return scattered figurines by putting them back into a small toy barrel which would end up being knocked over and sometimes stolen away by another larva. And stack circular rings from largest to smallest on a little platform that would end up knocked over and sometimes stolen away by another larva.

While it was annoying, the other grubs never seemed to be doing this out of any malice. It was just what they did.

This routine continued, day in and day out. As the time passed he would observe the caretakers, staying close to them and listening as they conversed with one another. Little by little he started to understand the sounds they made and without realizing it he was able to pick out words.

Simple words like food, hungry, yes and no. He also learned the names of the two caretakers that interacted with the larva the most, Lacewing and Katydid. Unfortunately when he tried to say anything, he could only hiss, gurgle or squeak.

One day things all changed however. After having just been fed he was scooped up in the magical glow of the larger creature and placed on her back. She spoke to the caretakers in the room, Lacewing and Katydid, and from what he could put together he was going to be staying with her throughout the day then returned to be with the other larva when it was time to sleep.

What she did each day differed. Usually she was accompanied by one of the smaller creatures. One that wore a helmet and another that did not. He learned the one with the helmet was called Phasmid and the one without a helmet was named Odonate. Odonate was slightly larger than most of the others creatures in the tunnels, and had a tattered purple fin that ran from the back of his head down to the end of his neck. The side of his head was also very badly scratched up.

On some days she traveled the tunnels, checking on the smaller creatures. He would just quietly observe, usually from on top of her head, clinging to her mane. Other days she stayed in a room behind a closed wooden door and looked over pieces of rolled up paper. Another day she brought him into a room with a small pool of water were she bathed, washing him also.

Another thing he noticed was whenever she crossed paths or interacted with any of the smaller creatures they always bowed to her. Customarily at the beginning of the exchange but other times they would do so at the end.

While at first she didn’t speak much directly to him, with each passing day she did more and more. He started to understand new words by listening to her. From what he could now piece together he knew her name was Chrysalis, and that he was part of a powerful species called changelings.

The sad part was that no matter how hard he tried to say something back to her, he just couldn’t get the words to properly form. The closest he could get was “hiisssaliisss,” but when he did manage to say that she was thrilled.
> Chapter 07 - Odonate
> --------------------------------------------------------------------------

Odonate stood outside the entrance of the queen’s chambers. The older changeling had been guarding Queen Chrysalis and her hive for decades now. Despite his age and how grizzled he looked he was still strong and still felt like he could serve her for many more years to come. Just as his father, mother, grandfather, and great grandmother had all done before him.

His family line had always been devoted to the queen and for their service they had been treated respectfully. If he ever had any offspring of his own he would instill that same loyalty in them as his parents had in him and he would be damned if he let a single one turn their backs on her. He sneered just thinking about how the old hive did just that.

He ran a hoof down the left side of his scarred head, starting at the torn place his ear had once been and ending at the side of his neck under the jawline. When the queen’s throne room had collapsed, he had been struck by falling debris and left trapped under a pile of rubble. His helmet had saved his life but it had also dented slightly and so when he tried to free himself it tore into his chitin. When he had later been rescued, by the very traitors that caused the catastrophe, he had been offered help with his injuries. He refused and flew off.

Battered and broken, he followed the Queen’s trail for days until he collapsed from exhaustion. When he had regained consciousness, he was resting in an underground chamber with a few of his fellow changelings. All of his wounds had been tended to with a coating of love infused resin and he was informed that the queen herself had mended his injuries.

He wanted to see her then and there but she was out harvesting love to bring back to her remaining subjects. When she did return he tried to bow to her, tried to apologize for failing at his duty to protect the hive. She stopped him with a shake of her head and a firm hoof on his shoulder. “Just rest and get well,” she had told him.

He removed his hoof from his wounds, placed it against the wooden chamber door, returned his thoughts to the present and knocked. After a moment he heard the scrape of the latch being drawn back and the door opened revealing Phasmid on the other side. The younger changeling looked up at him, glanced for just a second at his scars and quickly returned to making eye contact after he realized what he did.

“I’m here to see her highness,” Odonate said, his voice gruff but clear.

“Her highness is bathing at this moment,”Phasmid responded, looking back over his shoulder at a closed door on the other side of the room.

“No,” a third voice called out. “Her highness has finished her bath.”

Chrysalis opened the door with her magic and strolled into the chamber. She had a towel draped over her withers and her mane clung to her neck, still slightly damp. Floating next to her, carried by her magic, was a second towel bundled around a changeling larva that peeked out from inside the cotton cocoon. Both guards bowed their heads before her.

“Are you here to update me on the status of the hive, Odonate?” She asked while gently placing the little larva on a pine colored chaise lounge, one recently pilfered from a business in the nearby pony settlement.

“Yes your highness,” Odonate answered while entering the room and letting Phasmid close the door behind him. “One of the tunneling teams accidently broke into the Tree’s chamber,” he informed her as he stood at attention. “Despite the repeated warnings”

“I guess it was bound to happen eventually.” Chrysalis sighed, now drying her mane with a towel. “The castle is close to the thing after all. For now have one of the tunneling teams create a false wall, it wouldn’t hurt to have another secret exit and a way to keep an eye on the wretched thing. Anything else I should know about?”

“A few thing but nothing very serious,” Odonate said. “One of the scouts spotted a few creatures from the princess’s school near the castle ruins again. They haven’t tried to go inside, they just sit out on the entrance stairs and talk to each other. I believe they just like to use the secluded location as a private hang out.”

“Have the scouts continue to keep an eye on them but don’t approach unless they enter the ruins,” she said. “And only if they enter the lower halls. Just scare them away, pretend to be… ghosts or something. If they still don’t leave we might have to capture them.”

“One of them is a betrayer changeling,” Odonate said, keeping his voice neutral even though he wanted to hiss out the words.

“I already know,” Chrysalis said softly, turning her gaze over to the little towel wrapped bundle. “And it doesn’t change anything. Despite how sick they make me, I don’t want to risk the hive being discovered by trying to capture a traitor. We have to stay hidden.”

“Understood your highness.” Odonate nodded. “And despite my own anger against them, I do agree, the hive can’t be jeopardized over a little revenge. We are too few in number, and that brings me to the next topic.”

Chrysalis unwrapped the little larva from the towel and climbed up onto the lounge. She lowered down to her belly, resting her hind legs out to the side and then placed her front legs protectively around the larva.

“Some of the other changelings would like to start having broods of their own,” Odonate said, his eyes going from the queen to the observant little larva that had been watching him almost the entire time. “Now that it’s been many weeks since your brood has hatched the nursery should be empty again by the time they are ready to lay their eggs.”

“I had wanted to wait until my brood had begun pupating before the rest of the hive started to have their own young,” Chrysalis said, looking down at the little larva between her front legs. She smirked a little and gently nuzzled her nose against it. “But you’re right, we are too few and need to strengthen the hive. They can begin mating again but remind them not to go overboard. We can’t have more changelings than we can feed right now.”

“I’ll pass the warning along,” Odonate responded and returned his full attention to the queen. “Lastly I have an update on the zebra that resides in the forest. After a few weeks of observation the scouts reported in with her current, on average, routine. Most of her mornings she spends inside her hut but sometimes she’ll go out to adjust the masks she keeps around or change out the bottles she has hanging from the branches of her home.”

“Do we know what she keeps in the bottles or why she changes them out?” Chrysalis inquired.

“No, but we think whatever it is keeps away the more dangerous creatures of the forest,” Odonate Answered. “We’ve noted timberwolves, manticore, and cockatrice all give her home a wide berth.”

“Would it be possible to acquire one or two bottles without raising too much suspicion?” Chrysalis asked, keeping her ears and attention focused on Odonate despite her eyes watching the little larva as it climbed over the top of one of her hooves.

“I’m sure we can find a way,” Odonate answered. “Shall I continue my queen?”

“Please,” she replied, pulling the roaming larva back when it crawled too close to the edge of the cushion.

“Mid-morning she ventures around the forest, collecting different plants and then returns home around noon,” Odonate resumed his briefing. “Occasionally, around this time, she’ll travel to a little stream to bathe or go to visit the nearby town. Her home has been explored in a few instances while she’s been out. She keeps an assortment of potions and the means of creating them. Mundane mixtures mainly, ranging from medicines to sleeping aids. From the afternoon to the evening she sometimes has visitors looking for help with minor ailments. Most of them are ponies from the adjacent town, but we’ve witnessed a griffon and donkey visit her too. Before she goes to sleep she spends the rest of her time cleaning up, or reading from books and scrolls.”

“Well…” The Queen said, thinking to herself for a moment. “She doesn’t seem to be a threat but continue to keep her under observation. We don’t need our neighbor dropping in unexpectedly.”

“Yes my queen, I’ll let the scouts know their orders,” Odonate said, bowing to her before turning to leave.

“Odonate,” She said, stopping him mid-turn. “Wait one moment. Phasmid, please stand guard outside.”

Phasmid, who has been standing vigilantly by the door, bowed his head, almost lost his helmet in the process and then took up guard outside the room. Once the door closed, Odonate turned back to face the queen. 

“This has been a trying time for everyling in the hive and you’ve been a huge asset to all of us throughout it.” She said to him, looking directly into his eyes. “Thank you, Odonate, for keeping things in order.”

Odonate stood quiet for a  moment, his eyes on the floor.

“It’s my duty, my queen,” he answered, standing proudly.
> Chapter 08
> --------------------------------------------------------------------------

Chrysalis appeared to be very pleased this morning. She had some extra pep in her step when she collected him from the nursery and cantered out into the tunnels of the hive. Traveling beside her, Phasmid had to awkwardly switch back and forth between a trot and a gallop just to keep up with her long legged stride. After a quick voyage down a few corridors she reached the entrance to a massive chamber.

Holes of varying sizes were scattered along the towering dusk blue walls which had been smoothed down, almost to a shine. Some stalactites and stalagmites had been specifically chosen to be joined together by changeling resin to form grand pillars. Others had been removed all together, leaving only a smoothed down sediment ring as a reminder. He had to tilt his head all the way back just to look up at the vaulted ceiling.

Long stalked fluorescent mushrooms dotted the chamber while the same kind of luminescent lichen from the nursery was encouraged to grow along the pillars. Both plants worked together to cast the room in a pleasant aquamarine light that revealed shining gemstones embedded sporadically throughout the walls.

Opposite the chambers entrance, against the back wall, arose a grand throne. Made of dark emerald green resin, the shape tapered up from the floor before fanning out to create a plateau to sit on. The back of the throne flared out like a jagged maple leaf and bore multiple holes of varying sizes. After taking a moment to survey the beauty of the room Chrysalis flew straight up to the throne.

While he didn’t think she would let him fall, he still gripped tightly to her mane as the room passed by in a blur. On buzzing wings she came to a stop over the seat, turned in midair and descended to her hooves. Next to the throne stood over a dozen changelings and each one gave her a respectful bow. One of them came forward and spoke to her and while he still couldn’t grasp everything they said, he could understand enough to have rough idea.

“I know it’s not the same but we tried our best to recreate your throne,” the changeling humbly said. “Unfortunately we don’t know how to replicate the magic nullifying properties against non-changelings like the old one had.”

“It would take over two hundred years for me to reproduce that throne,” Chrysalis said while sitting down upon her new throne and caressing her hoof over the surface. “But for now this one will do very nicely.”

When he looked at the gathered crowd he found many of them looking up at him. Shyly he backed away to hide behind Chrysalis’s head. While having one or two changelings watching him never troubled him before, a multitude of them suddenly made him feel nervous. Eventually the changelings broke up into groups and flew off down different tunnels leaving the two of them alone.

Letting out a tranquil sigh, Chrysalis let her muscles loosen up as she laid down luxuriously onto the throne. Carefully he crawled down her long mane, letting himself drop with a plop over the last few inches, before resting next to her. He could sense the feeling of contentment radiate from her and it caused him to feel at peace as well. Resting against the warmth of her side, he closed his eyes and relaxed. Unfortunately the sound of approaching hoof steps interrupted the quiet moment.

A skinny changeling approached the throne, carrying a cardboard box in her magic. She bowed to Chrysalis before lowering the package to the floor. The top had already been removed and inside was a multitude of colorful objects.

“Mosquito, what have you appropriated for me this time?” asked Chrysalis while she adjusted herself into a seated position.

“I tricked a pony to give a delivery over to me,” Mosquito said, her wings buzzing excitedly as she spoke. “It was going to that big mansion.”

Chrysalis chuckled as her horn glowed and one at a time each item was levitated from the crate. First a parade of small stuffed animals floated past the throne, each one inspected briefly before being dropped into a pile on the floor. Next came a few shiny baubles, most of them glittering stones held together on yellow or white metal. Last to be removed was a strange shaped pink rectangular box with even smaller little black and white rectangles that all lined up in a long row.

“We can’t do much with the toys,” Chrysalis said, “but we should be able to sell the jewelry. Give the valuables to Leech, he can pawn them off in Las Pegasus. Stick the toys in with the rest of the pony junk we’ve collected for now.”

“As you wish my queen,” Mosquito said and began to return everything into the box.

“Wait, let me hold on to this one,” Chrysalis interrupted as she snatched up the pink rectangular box in her magic and placed it down in front of him.

Something was oddly familiar about the thing and his eyes studied the object as he crawled up to it. He lifted one of his little legs over a white rectangle and brought down his hoof. From the item came a musical note that echoed through the room.

He cried out as it broke his mind.

Suddenly he was thrown back, color and sound blurring together and twisting his stomach. When he jolted to a stop, before him was a much larger version of the object. This one was polished black with many more of the little rectangles.

No they are called keys. Something told him. They make music.

Two bizarre long and pale appendages reached for the keys. At the end they were flat like a crushed hoof and split into outstretched sticks. The little sticks hovered over the keys before bending oddly to press them down. The action created a broken melody.

No, that’s wrong, try it again. A distorted voice said.

Without his input his vision turned and looked up. Looming next to him was a tall gangly creature. Its face only a smudge of color with the barest hint of features but somehow he knew it was looking down at him.

His consciousness violently recoiled at the vision of the other worldly horror and he found himself held protectively against Chrysalis’s neck, just under her chin. She was rocking him gently and trying to whisper words of comfort as he shook from terror in her hooves.

Mosquito was flying side to side in the air, babbling an apology and completely confused about why the toy had frightened him so badly.

On the floor, in the center of a scorch mark, were the charred remains of the pink box. Its keys and internal workings were scattered far across the cavern. Smoke wafted from Phasmid’s horn as an angry green glow faded from it.
> Chapter 09 - Leech
> --------------------------------------------------------------------------

In warm and sunny western Equestria, floating high above the ground, soared the flashy city of Las Pegasus. Hotels and resorts, modeled after famous locations from all over the land, co-mingled among ferris wheels and roller coasters. Carefully constructed and temperature controlled swimming pools dotted the clouds like oasis in a desert, complete with leafy green palm trees. For any creature lacking the gift of flight, arching bridges had been built to create linking pathways from one venue to another. The creation of such a city was a pinnacle of pony cooperation and magic.

Leech hated Las Pegasus.

While the city was overflowing with mostly positive emotions, and perfect for harvesting; it was loud, garish and overly crowded. He was trapped in one such crowd; near a concert stage, with ringing ears, surrounded by a sea of cheering ponies. Disguised as a thistle purple Pegasus with storm cloud colored bangs, he jostled his way through the mob trying to reach the backstage entrance.

He glared up at the Pegasus performing on stage, her hind legs stepping from side to side and her rump swaying with the fast paced medley as she sang into a microphone. Her porcelain fur was immaculate, wings perfectly preened and hooves polished to a shine. When her sapphire gaze met his, she winked and then tossed her wavy dark amber mane to the left, letting it cover up one of her eyes.

The crowd roared, he rolled his eyes.

When he finally reached the door backstage he was blocked by a large earth pony stallion wearing a black cap with the word “security” embroidered on it. Using a wing, Leech held up a laminated pass that was attached to a lanyard that hung around his neck. The stallion checked it, looked at him, checked it again and finally stepped to the side, allowing him to go through the door.

Leech let out a happy sigh as the musical noise diminished the farther down the hallway he trotted. When he reached a door prominently displaying a golden star he went right through it without the courtesy of knocking. He entered an empty dressing room, and an extremely cliché one too. Complete with a dress rack, padded couch and a vanity dresser littered in makeup. It even had a large oval mirror above the vanity, the kind with the little lights around the frame. Letting out a snort of displeasure he jumped up onto the couch, laid down onto his side and waited.

The rising volume of muffled cheers along with shouts for an encore caused him to cover his head with a pillow and grind his teeth in frustration. When everything finally went quiet he though the concert had ended and peeked out from under the pillow. Then the music started up again and he screamed into the cushion instead. Eventually the music did stop and it wasn’t long after that the beautiful pegasus singer entered the room and locked the door behind her.
“Oh my! Has one of my adoring fans found a way into my dressing room?” She dramatically said in her melodic voice. “Did you want my autograph, sweetie?”

“Knock it off Cicada…” Leech grumbled “I have a massive headache and I don’t feel like playing games right now.”

“Cicada?” she questioned, placing a hoof to her chest. “Who’s Cicada? I’m Equestria’s newest up and coming musical sensation, Harmony Honey.”

A ring of green flame enveloped Leech as he reverted to his natural form. He knew the real Harmony Honey was long gone, he helped dispose of her after all. The mare just smirked back at his glaring visage, completely unfazed at his appearance.

“Oh fine! You’re no fun,” huffed the pegasus as a circle of emerald fire burned away her disguise to reveal a female changeling. “I take it you’re here to return the love I’ve collected back to the hive.”

“What other reason would I have to be here?” He deadpanned.

“To visit me, gaze into my lovely eyes,” she said, fluttering the lids of her blue eyes at him, “and to tell me all latest news from home.”

“What’s to tell?” Leech sighed, rubbing his temple with a hoof before going into a rant. “We still live in tunnels under an abandoned ruin like a bunch of undead ghouls. The scouts are out scouting; the workers are digging tunnels; the only real soldier is telling everyling what to do; the queen just totes around one of her larva all day and the infiltrators go out to harvest love. Then lucky me, I get to fly all over Equestria to collect that love and bring it back to the hive.”

“I need to introduce you to my agent,” Cicada smirked, “you have a real flare for the dramatic. I’m sure she can find you a great acting job doing Shakespony.”

“Yeah well, I’m frustrated,” he sighed. “We went from being moments away from controlling Equestria to almost becoming extinct. From having a grand hive to little cramped tunnels. From having a strong and imposing queen to a softened shell of her former self.”

“Careful now,” she warned, “if you say something like that in front of the wrong changeling you’ll find out how strong and imposing she still is. I’ll just forget you said that and you better be grateful we’re such good friends.”

“Look, I don’t really mean it,” Leech said as he flopped back down onto the couch and laid on his side. “Like I said, I’m just frustrated…”

“Really, I couldn’t tell!” She quipped.

“Alright fine, if you want to gossip so badly. You know that larva she’s been carrying around with her?” he asked, “the quiet one that just watches everything that’s going on?”

“Yes, I’ve heard it’s unusual;” Cicada answered, sitting down next to him on the couch. “What about it?”

“It’s trying to talk now,” he said while shaking his head.

“Larva can’t talk,” she scoffed.

“You tell it that,” Leech smirked now, “because it’s trying to talk.”

“That’s unbelievable,” Cicada said, clearly doubting him.

“It can do math,” He chuckled.

“Oh hive, now I know you’re lying,” She groaned.

“No, I’m being serious,” Leech said, sitting up and looking directly into her eyes. “I watched it do math. Chrysalis had a bowl of berries and asked it to bring her three of them. It took three out of the bowl and rolled them right over to her.”

“You’re being totally serious?” Cicada asked, tilting her head at him.

“Totally,” he flatly answered.

“That can’t be right,” she said, sticking out her bottom lip. “Maybe Chrysalis was playing a trick on you. Like using her magic to just make it look like the larva was counting.”

“To what end?” Leech asked while he quirked his eyebrows at her.

“I don’t know,” Cicada shrugged, “maybe she knows how you feel about her and just wants to mess with your head.”

“That’s not what’s going on.” He frowned. “Even with her acting so much more differently than normal. No, that larva is just… strange. You should have seen what happen with it the other day.”

“Why? What happen?” she asked.

“Mosquito stole a bunch of junk including a toy piano.” Leech told her. “Apparently the sound made it freak out. After pressing down on a key it shrieked so loudly that half the hive came swarming to see what was going on. Chrysalis knocked the piano to the floor and Phasmid blasted the thing to pieces thinking it was dangerous or something. And then poor Mosquito was darting all over the room, terrified that she was going to be punished for bringing in the toy in the first place.”

“She didn’t, did she?” Cicada asked.

“Of course not,” he said with dismissive wave of a hoof, “you know how Mosquito overreacts and even before she lost the old hive, Chrysalis never punished anyling for little mistakes. Big mistakes, yeah, but never little ones. Worst that would happen was being yelled at or have your food restricted for a little while.”

“Huh, it seems life back at the hive can be just as hectic as life in Las Pegasus,” she said.

“I don’t know how you can stand being here,” Leech muttered.

“Oh Leech, it’s like an all you can eat banquet,” Cicada told him as she lay back into the couch cushion with a dreamy look on her face. “You have no idea how much love a celebrity gets from their fans; not to mention all the newlyweds that come here for their honeymoons. Honestly we should have built the new hive here.”

“Well it’s not here,” Leech said before jumping off the couch, “it’s all the way back in the Everfree, where I have to fly back to. Now then, you got your gossip, so let me take the love you’ve collected so I can be on my merry way.”

“Nothing about you is merry,” she said, shaking her head before sliding from the couch and onto her hooves, “but fine, since you want to leave so badly. Go ahead.”

Cicada closed her eyes as Leech leaned over her with an open maw and began to draw long opaque wisps of pink energy from her. After several moments he stopped and let out a little burp.

“Wow,” he breathed out and then belched again, “you really weren’t kidding about how much love you can harvest here. I’m stuffed. My headaches even gone away.”

“Every meal a banquet,” she said with a vulpine smile.

Both changelings re-donned their disguises and Cicada walked with him over to the door before unlocking it.

“Have a safe trip home sweetie,” she sang to him as he walked out into the hallway.
Once she had the door closed and locked, she again dropped her disguise. Her full disguise.

“Every meal a banquet,” she repeated with a feral grin while looking at herself in the mirror and into her shimmering orange eyes.
> Chapter 10
> --------------------------------------------------------------------------

He woke up again, as he had most days, surrounded in a pile of sleeping larva. Something about today felt different however. For a little while he just stayed in place while letting the grogginess of slumber fade. Another of the larva stirred beside him, letting out a little hiss before crawling away from the group. This created an opening in the mass for him to squeeze himself out through so he could start his morning ritual. Sluggishly he wormed his way free and onto a clump of moss so he could do his business.

Wow I can’t seem to wake up today… He thought while watching his fellow larva awaken. I feel like I’m heavier too.

The other larva also appeared to be fatigued as they roamed the cavern. By now they should have all been calling out for breakfast and swarming around one of the caretakers. Instead they just meandered across the cave floor and only let out an occasional soft hiss.

Lacewing and Katydid were standing close to the door and discussing something while they monitored the scene. Katydid nodded to Lacewing, who then turned around and passed through the exit.

Something’s going on. He surmised while keeping his eyes on the remaining changeling. Lacewing left to get something or someling for some… reason? Umm… How did I end up over here?

Without realizing it he had moved across the room and closer to one of the cavern walls. He shook his head, trying to clear out the cobwebs and regain some focus. While glancing around he now noticed how all the other larva had been gathering along the edges of the room. Some of them even started crawling straight up the surface.

I need to start looking for a spot too… Something in his mind said. Wait... Wait? Why am I looking for a spot?

He shook his head and tried to blink away the fog that was obstructing his thoughts. Now he was getting worried, questioning if something was wrong with him. Letting out a weak hiss, he pushed his muscles to carry him forward in the direction of Katydid. She noticed he was crawling up to her and her attention moved from the climbing larva down to him when he hissed out again.

I think I need help. He wished he could send out the thought to her. I feel so strange.

“Now where do you think you’re going?” She asked him, while lowering herself down to his eye level. “Are you waiting for queen Chrysalis before you start weaving? Don’t worry, she’ll be here.”

After a minute trying to decipher what she said he just pressed his head against her. Some of the larva had reached the top of the wall and transitioned to the ceiling, each seeming to zero in on a different location. He found his own eyes drawn up, focused on a nice spot near the center of the ceiling, just next to a short stalactite.

That should be good… I need to get up there. He felt more than thought. I need to start… start, what? What’s going on with me?!

The blanket covering the entrance lifted with a slight rustle and Chrysalis trotted in. Behind her Lacewing followed and behind Lacewing trailed a few other changelings. They whispered among themselves while looking up at the larva.

Each grub had stopped at a different location, scattered all over the ceiling. One of them then pressed the end of its body against the stone surface, paused for a moment and then pulled its rear away. A thick greenish tinted strand of silk was left clinging from the larva to the ceiling. Carefully bending itself in half, the larva griped a strand of filament in is two front hooves, then straightened its body out to hang perfectly upside down. Using its two front legs it began to draw out more silk.

He watched in amazement as his fellow larva all started to follow suit and began to weave long silken threads around themselves. Curiously he bent himself around and looked at the end of his body. Just under his rear four small fuzzy little nubs flexed all on their own.

Never noticed that before, He thought. But then I never examined back there before.

Something gently nudged the back of his head, causing him to stiffen up and remember the small crowd of changelings standing just behind him. When he turned around he found all eyes were now on him. Chrysalis was leaning down, her muzzle just a foot away, and giving him a slightly concerned look.

“Go on now, there is nothing wrong.” She said softly and nuzzled her snout against his cheek. Then she leaned in and whispered into one of his ears. “I promise I’ll be here when you emerge.”

When he glanced up from Chrysalis to the crowd, curiosity was the expression most of them had adapted while regarding him. Something else was there when he looked into their eyes… Or maybe it was just a feeling growing inside of him and his mind just linked it to their gazes.

Something was telling him this was just the natural way of life.

Willing himself around again, he hesitantly started to crawl toward the cavern wall. Once he started to ascend his mind and body transitioned into auto pilot, as if his instincts had begun to fully take control. Chrysalis stood to her full height again, watching in silence along with her fellow changelings as he reoriented himself upon reaching the ceiling. He homed in on the location he picked out from the floor and placed his spinnerets to the stone surface.

The other larva had nearly finished their cocoons by the time he was starting his own. With little thought his hooves collected strand after strand of silk and spun it methodically. First he surrounded himself with multiple vertical threads, each firmly connected to his anchor point. Next he assembled long stands to weave a net like structure all around himself. This step took the longest, and he had to repeat it over and over again until the net became a tube that tapered on all sides up to the ceiling. Once that was completed he finally he felt he was finished.

Peeking down, out of the cocoon’s opening, he took one last glimpse at the changeling congregation. Some of them had started to turn and leave, but a few stayed behind. He made eye contact with the one who took care of him the most before connecting the opening in the cocoon together and sealing himself inside. Fully enclosed now, he carefully turned himself right side up and settled into a comfortable position.

Before he went to sleep he pictured how she was smiling.
> Larva Cycle Epilogue
> --------------------------------------------------------------------------

Chrysalis had remained in the nursery until the final cocoon had stilled. The larva inside would now be joining its brood mates, entering into its hibernation and starting its metamorphosis into a nymph. In the coming spring they would all emerge.

The majority of the brood will be drones, filling the jobs of Infiltrators, scouts, caretakers and workers. The remaining few will be soldiers, slightly bigger and stronger than the average changeling. The last cocoon however…

“Your highness?” Katydid softly said, standing just behind and to the right side of the queen.

“Yes Katydid?” Chrysalis answered, her thoughts interrupted but her eyes never leaving the cocoons.

“The larva will be fine, we’ll check on them multiple times daily to make sure no parasites or mites develop on the cocoons.” Katydid said while stepping next to the side of the queen and looking up at her. “Everyling else has left, you don’t have to stay.”

In the past few hundred years Chrysalis very rarely laid eggs of her own. She had left it up to the rest of the hive so she could focus more on leading her subjects and less on raising young. But times are different now and the average female changeling could only lay up to three eggs at the most. She, however, could produce up to ten times that if properly gorged on love.

“I have no doubt about how well you’ll both watch over them.” Chrysalis said, her tone neutral but with a small scowl on her face.

The queen turned to the sisters who cautiously took a step back. With an exhale of breath, she let the frown fade from her features.

“I’m not upset with you two, my mind was just on something else,” She assured them. “You’ve both adapted this chamber marvelously for rearing larva. The temperature is perfect. They’ve been kept properly clean, fed and not a single one was lost nor did any develop an illness. For first time caretakers, and ones so young, you have both done remarkably. In fact, if I didn’t already know better, you would think veteran nursemaids labored over this chamber.”

Normally she didn’t like to heap so much praise on anyling but nothing she just said was a lie. They did outperform expectations and from the beaming looks of pride the sisters now gave her, she knew that praising their accomplishment was a good thing. It would help in keeping them motivated.

When she really thought about it though, everyling around her had been working to their fullest to bring the new hive together. 
“I will watch over the nursery till mid-morning,” Chrysalis said with a smirk while giving the sisters half lidded eyes. “I want you both to go out and enjoy yourselves tonight, maybe do a little… hunting.”

“Are you sure my queen?” Lacewing asked.

“Positively,” Chrysalis answered, lifting her leg and moving her hoof in a shooing motion, “and before you go, could you find Phasmid and ask him to come see me.”

Lacewing and Katydid both bowed respectfully before trotting from the cavern.





Phasmid had returned to the decaying halls of the castle above. Currently he was standing at the entrance of a moldering kitchen, quietly tracing his vision over the scattered cooking utensils that littered the floor. His ears rotated from one direction to another as he crept into the room, stealthily moving toward the door of a pantry that was cracked slightly open. Instantaneously his horn glowed green and his magic threw the cabinet open.

Inside was a single scraggly rat. Once again it sat frozen on its haunches, staring up at the changeling, with a smidgen of food held in its tiny paws. A moment later it let out a shocked squeak when it flew up into the air, surrounded by an aura of green. With a triumphant grin and his prize secured, Phasmid turned around to leave; but what he saw caused him to freeze in place.

Lacewing and Katydid were leaning against opposite sides of the door frame with matching smirks on their faces and looking like perfect mirror images.

With his face blushing and heart pounding the magic grip Phasmid had on the rat faltered and the rodent dropped to the ground. He didn’t even register the vermin as it scrabbled across the floor and through a crack in the wall.

“I think we made him lose his lunch,” Katydid said to Lacewing.

“More like we did him a favor,” Lacewing responded, “it didn’t look very tasty.”

Once his brain restarted and he swallowed the lump that had formed in his throat, Phasmid trotted up to the two caretakers.

“Is something wrong?” He asked, going into soldier mode.

“Other than your meal choices,” Lacewing teased, “no.”

“The queen gave us the night off,” said Katydid while pushing away from the door frame and sauntering around him, “and she asked us to find you.”

“Why?” Phasmid asked, his breath hitching when Katydid brushed against him.

“We’ll, she did tell us to go out,” Lacewing ambled up to him and purred into his ear, “and enjoy ourselves.”

Still as a statue, Phasmid stood, while the two female changelings circled him like a pair of hungry timberwolves. After an agonizing moment of torturing him in this way the sisters started to giggle and then cantered back toward the kitchen door.

“And teasing you is very enjoyable,” Lacewing smirked, “even if it’s a little easy.”

“Queen Chrysalis would like to see you though,” Katydid said over her shoulder as she followed her sister out the door.

Phasmid stared at the now empty doorway. Behind him the little rat quietly returned and picked up its dropped meal. It made a very rude gesture at his back and then snuck back through the crack in the wall.





“You wanted to see me your highness?” Phasmid asked as he entered the Nursery.

He stopped just past the doorway and bowed to Chrysalis who was currently resting on a soft patch of moss. With her eyes closed, her ears swiveled in his direction.

“Yes,” she said, opening her piercing eyes and looking over at him, “I want to talk to you about your standing as a guard of the hive.”

“Have I done anything wrong my queen?” he timidly asked and for the second time in the past twenty minutes, felt frozen in place.

“No, quite the opposite,” she said, fluttering her wings as she rose up onto her hooves. “I’ve noticed your initiative and that you’ve been performing extra patrols. You also have good reflexes, as I’ve witnessed in the throne room. However I do have to address that you’re more physically suited to be an infiltrator, or maybe a scout.”

Phasmid had been feeling pretty good about his unexpected evaluation, up until the last part anyway. He shuffled slightly on his hooves, his gaze almost dipping to look at the floor but then with a calm exhale of breath, he steeled himself. Keeping his eyes forward he stood still at proper attention.
“As the hive grows, more soldiers will be born,” she continued while looking straight at him, “and even though it will be years before they're fully matured, I need to know; do you think you can keep up with them?”

“Yes, your highness,” He answered without hesitation.

“Really?” She asked, narrowing her eyes a little.

“Yes, I do, your highness,” He repeated.

“Very well,” she said, “if you feel you’re truly able to continue your duties as a guard, then am I correct to assume that you’ll have no objection to extra training.”

“None my queen,” He said.

“Odonate would be training you,” she said while walking up to him, “and he won’t go easy on you. He’ll put you through the same rigorous exercises as any other soldier.”

“I’m up to the challenge, my queen,” he affirmed.

Chrysalis stopped in front of him. The changeling queen towered over his smaller stature as she looked down at him silently.

“That was you’re fathers helmet,” she stated, “isn’t it.”

“Yes…” Phasmid said after a slight pause, obviously thrown off at the sudden direction she took the conversation in, though he did his best to hide it. “Yes it was.”

“It’s still a little big for you,” she pointed out, “but I’m sure you’ll grow into it; and I’m sure you’ll make him proud.”





At the direction of Phasmid, Odonate headed for the nursery. The younger changeling had found him patrolling the tunnels and informed him queen Chrysalis wished to see him. When he passed through the curtain covering the chamber entrance he spotted the queen right away, standing in the center of the room with her back slightly to him.

“I apologize if I am interrupting anything my queen,” he said, “but I was told you wished to speak with me.”

“Yes,” she said, looking back at him over her withers. “I’m sure you’ve noticed that I’ve been acting differently these past few months. I know others have.”

“You have seemed to be more… maternal, my queen,” he said, “but I’m sure it’s just due to the brood.”

“It’s more than that,” she said, turning around to face him, “I’ve been humbled too many times over the past few years and I’ve lost so much. However, in building this new hive, I’ve been reminded of what it was like to be closer to my subjects. Maybe that distance was another reason I lost the old hive.”

Odonate listened quietly. He was aware enough now to know that she simply wanted to vent her feelings out loud. He was also someling she could trust to keep what she said to himself.

“I believe I’m going to have my hooves very full over the next few years,” she continued while looking up at one of the cocoons, “which is why I’m grateful to have a capable changeling like you in my service. You’ll keep me informed of anything I may overlook?”

“Of course I will, my queen,” he said with a bow.

“I knew I could count on you Odonate,“ she said with a smile. “Now tell me, what do you think about the name Pupa?”
> Chapter 11 - Cicada
> --------------------------------------------------------------------------

Just a small flight away from Las Pegasus, built near the beautiful Southern Luna Ocean gulf, was the city of Applewood. Due to the local weather pegasi keeping the area’s climate warm and pleasant almost all year round, which in turn made filming that much more easy, it was the home to Equestria’s largest moving picture studios. It also included the neighborhood of Applewood Hills were many of Equestria’s famous actors and musicians lived. This is where Cicada, disguised as Harmony Honey and accompanied by a realtor, shopped for a property to call her own.

So far she had viewed over half a dozen mansions and despite the indoor swimming pools, perfectly manicured lawns, backyard tennis courts, theater sized viewing rooms, mosaic tiled bathrooms or fully equipped kitchens, none had what she was looking for. She could tell her realtor, Mrs. Cheery Abode, a middle aged unicorn mare with peach colored fur and dressed in a caramel colored blazer, was getting frustrated. While the mare was putting on a pleasant façade, Cicada could taste her emotions growing increasingly sour.

“I’m afraid I don’t have many properties left dear,” Cheery said, “and I’m not sure if this next one will really be a good fit for you. It was built by the Trotsylvanian horror actor, Hucul Fantomă, and is a little… eccentric.”

As the carriage they traveled in rounded a hill, Cicada could completely understand what the realtor meant. The mansion was just as big as the others she had viewed today but that was really the only similarity; it was more akin to a castle than a home.

Behind an ornate black iron fence, a pathway of cobblestone parted a lawn of healthy grass and was flanked on both sides by a long hedge cut to chest height. It ended at two sets of stone steps, leading up to an entrance alcove and curved around both sides of a small marble fountain. In the fountain was a statue of an earth pony mare, standing on her hind legs, and holding a large vase on her shoulder from which water endlessly flowed.

The building looked to be two stories overall with multiple high pitched roofs. In a few places green ivy clung to the dark stonework walls and was carefully cultivated to grow around the manor’s many windows without obstructing the view. The most prominent feature was a tall octagonal shaped spire topped with crenelations located in the front and halfway to the right end of the structure.

“Oh my,” Cicada said as she exited the carriage with Cheery and followed her through the entrance gate, “it is rather unique.”

“Mr. Fantomă was a method actor,” Mrs. Abode explained while the two of them walked, “and took his roles seriously.”

Using her unicorn magic, Mrs. Abode levitated a brass key from a side satchel and unlocked the large wooden entrance door. After she flicked a small copper colored wall switch, the rooms lights turned on to reveal a dusty and cobweb infested two story foyer. To the right was a grand curving stairway, made of dark wood that led up to a balcony which ran the circumference of the foyers second floor.

“Now then my dear,” Mrs. Abode said, “how about we start with the west wing?”

The wooden floor creaked under their hooves as they traveled a hallway of peeling wallpaper.

“The first door on our left is the sitting room,” Mrs. Abode explained, “overlooking the front lawn and a wonderfully cozy place for one on one chats with guests. On the left we have the music room, were Mr. Fantomă kept a wondrous pipe organ. Unfortunately when he passed it was auctioned away. Back on the right is the billiard room and opposite to the left, the drawing room with a fireplace made of marble imported from Trotsylvania. Again on the right we have a powder room with the hallway ending at the library with a den attached.”

The library was massive, two stories tall with a spiral staircase that led up to a walkway that gave access to the higher shelves, all of which were currently empty.

“The library has a fun little secret right here,” Mrs. Abode said as she trotted up to a sconce on the wall. She turned it to the side causing one of the bookshelves to rotate outward and expose a dark passage behind it. “One of the many secrets Mr. Fantomă had built around his home. This one goes up to a hallway outside the master bedroom.”

“You know, Mrs. Abode,” Cicada said with a grin, “I think I’d like to see more.”

Over the next hour Cicada was led around the entire manor and shown all the different hidden passages.

In the east wing she viewed the dining room, kitchen with walk in pantry, laundry room, and another powder room. At the end of the wing was a glass conservatory and while all the stone planters were currently empty of any flora, one of them did hold a secret stairway underneath. This one led to the wine cellar.

Behind the foyer was a grand ballroom, two stories tall with a vaulted ceiling, and a crystal chandelier. Also adorning the ceiling was a fresco painting of nine thestral ponies flying through a star filled sky. It turned out the ponies in the painting were of Mr Fantomă’s many children.

Outside the ballroom, in the back of the mansion, was a wide patio with short stone walls running along its edges. Beyond the patio, across a few yards of grass, was a large pond. A wooden bridge led to a little island at its center which was host to an open gazebo that was surrounded by flowers.

Since Mr. Fantomă had so many children, bedrooms mainly took up the second floor, all of them with private bathrooms attached. The master bedroom was the largest, had an outdoor balcony adjacent and was complete with ‘his and hers’ walk in closets. There was also a playroom on this floor, painted with a night’s sky theme. 

The octagonal spire was apparently for Mr. Fantomă only and it was here he did his rehearsing for rolls, worked on paintings or simply went to hide away. The tower’s first floor was where he refined his rolls, often doing so while watching himself in the huge full length mirror that was built into the wall. An art studio took up the second floor, and still held a fresco of a Trotsylvanian landscape that could do with a touch up. On the top floor would have been the actor’s private study-trophy room, where he kept his awards and souvenirs from his many frightening rolls.

“Well, that’s just about everything,” Mrs. Abode said. “The only places left are the wine cellar and the um… ahem, dungeon.”

“Dungeon?” Cicada gasped. “You’re pulling my tail.”

“Afraid I’m not,” Mrs. Abode chuckled slightly, “Mr. Fantomă had the basement modeled after a dungeon, complete with cells. But ah, the iron barred doors have been removed, for safety reasons. Now they are more suited for storage rooms.”

The pair walked down a set of stone stairs ending with a short hallway that stretched ahead to a dead end. On the left side was a door leading into a large and non stocked wine cellar and on the right, the entrance to the dungeon.

Cicada took one long contemplative look around the large room.

“I’ll take it,” she said with a grin.






One month later.


A disguised Leech grumbled to himself while he trotted across the cobblestone pathway leading up to the mansion. He was extremely unhappy about having to take a detour away from Las Pegasus, even though he hated Las Pegasus, just to collect love from Cicada for the hive. What made him even grouchier was how she left her post. The only reason he knew she was in Applewood now was because she left a note behind for him at the safe-house.

He reached for the elaborate brass door knocker when he stopped at the manors doorway but before he laid a hoof on it the door swung open. Cicada, disguised as Harmony Honey in a fluffy baby blue bath robe, grinned at him from inside.

“Oh hello, are you here to check the plumbing?” she asked, batting her eyes at him.

Ignoring her, he stepped over the threshold and stomped right past her. Once she closed the door behind him he dropped his disguise and turned toward her angrily.

“What the hive do you think your doing?” he spat, voice rising with each sentence. “Why did you leave your assigned feeding grounds? How did you get this big house? Don’t you remember you’re supposed to be sending the bits you earned back to the hive so the other infiltrators can blend in better among the ponies? Don’t you know how much trouble you’re going to be in?”

Cicada waited patiently for him to stop talking, her vulpine smirk never leaving her muzzle

“Leech, I need to show you something,” she said to him. 

A green fire swirled around her form, breaking her disguise to reveal a changeling much taller and very different looking than the Cicada that Leech knew. He looked up at her, mouth open and at a loss for words.

"Follow me Leech,” she instructed, passing him and heading deeper into the manor, “We have a lot to talk about.”
> Chapter 12
> --------------------------------------------------------------------------

It was a good thing he was unconscious while going through the process of metamorphosis. Being awake for a few months while your body digests itself before being recreated would be a very disturbing experience. First his body released an enzyme designed to break down the majority of his body tissue, leaving only his major organs to float suspended inside the slurry. Then from the dissolved remnants of his larval body, his cells began the process of forming a new exoskeleton, legs and wings.

One of his untouched organs was his mind, left to dream and to remember.





He was sitting next to Chrysalis, who was resting on her throne. She was in the middle of teaching him about their main source of food and their species rivals, ponies.

“Ponies come in many colors, shapes and sizes,” she said to him. “First there are the pegasi. They have wings like us, but instead of being clear and membranous, theirs have skin, bones and feathers. While we can just easily rinse our wings clean with a little water, they have to spend time readjusting their feathers and removing old broken ones.”

Chrysalis buzzed her wings, lifting herself into the air briefly before landing on the floor. A circle of emerald flame arose from around her hooves and continued up her body until it reached past her horn. When it burnt away she was no longer a tall sleek black changeling but a shorter creature covered in a light grey-blue fur. Her dark cerulean mane was replaced with one of greyish opal and was done up in a large pink bow. She opened a pair of wings, spreading out the feathers for him to see.

“Pegasi tend to be show offs,” she explained while strutting around the room. “They like to be flashy and stand out. They have a strong resistance to the cold and are able to walk on clouds. Pegasi also have the ability to twist the weather to suit their own needs. They can create all types of rain and snow. Anything from a light drizzle to a terrible lightning storm or a dusting of snow to a raging blizzard.”

Another ring of green fire surrounded Chrysalis, replacing her pegasus disguise with one of a creature with a similar body structure. Instead of wings though, she had a straight horn that twisted out from the center of its forehead. This time her fur was an almost white grey, and her mane was a split tone of light magenta and white.

“Second are the unicorns,” she said while tossing her mane from her face. “Like us they also have horns and can channel magic through them. They have, over time, developed many magical spells; from simple tricks to teleportation. Unicorns can also use their magic to levitate and manipulate objects just like we can. Since many of them come from so-called ‘royal’ bloodlines, unicorns tend to act like they are better than other ponies.”
Once again flames of emerald flickered over Chrysalis, changing her into a pony lacking both horn and wings. Now her fur was light mint green and she had a yellow bandana with white flowers that covered the top of her pale reddish orange mane.

“Third are the earth ponies,” she went on. “While they lack the gift of flight or the ability to spell craft, they have greater strength and are very in tune with nature. They can coax plants to grow faster and help the soil replenish nutrients. Like our drones, earth ponies are hard workers; however they are often set in their ways and can be very stubborn.”

Chrysalis was about to change her shape again but the memory halted and faded away when he felt like he was moving. His body told him it wasn’t time to wake up yet so, once the motions stopped, his mind settled right back into dreaming.





Now he was in a beige room, looking ahead at white symbols written on a large green rectangle. A distorted voice was talking and some of the words were punctuated along with a loud crack. Moving shapes started to coalesce around him, becoming little thin creatures that sat at wooden desks. Though they had no muzzles he could tell each and every one was facing forward.

The voice was then given a body, larger than the rest and standing on its hind legs. A lump of black mane sat atop of its head while its ears stuck out from the sides as opposed to the top. One of its front legs had an extremely long growth that stuck out from a lump of a hoof and it would smack it against the symbols on the green rectangle as it talked.

“This will be on the test,” the creature repeated over and over again.

His visions turn downward to a book that lay open on a desk in front of him. A piece of paper slowly slid out from under the book’s cover with little black lined images drawn all over it. Then a yellow stick with a pointed black tip touched down on the paper and began to create a new picture.

“This will be on the test!” the creature suddenly shouted as it took three great strides toward him on its hind legs.

With a loud whoosh of air the creature brought down its long hoof growth, cracking it loudly against the book and paper. Everything around him began to shake about before the dream split apart like mist and curled in on itself.





He shifted inside the cocoon, extending out his stiff limbs and brushing away the remnants of sleep.

“Oh, oh, oh!” a chipper female voice excitedly exclaimed. “I think it’s getting ready to hatch!”

With his new sleek black hooves he pressed against the hardened strands of silk in front of him. His eyes clenched shut as the fibrous wall at his back stretched until the threads reached their breaking point and begun to split around his chitin. Then after one final push the rest of his body emerged.

Holding on to the outside of his cocoon, with his mane brushing against the side of his neck, he rested. A pair of little wrinkled wings extended from his back and began to straighten out as hemolymph was pumped through the veins. When he experimentally moved them, the wings created a small soft buzzing sound.

A slight grin crossed his muzzle and he inhaled deeply but the smile vanished when he didn’t recognize any of the new scents in the air. What he was breathing in was nothing like the tunnels of the hive that he was used to.

When he opened his eyes, instead of being surrounded by familiar stone walls with glowing lichen, he was in a square room with little yellow stars that dotted about the surface of flat light blue walls. Instead of hanging from the ceiling of a cavern, the cocoon he clung to was suspended from a hook of metal that branched out and curved up from a pole.

Nervously he turned his head around and stared at the strange collection of the rooms other occupants.

“Where’s my mom?” he asked with a small voice.

“Um… guys…” a light mint earth pony said, looking away from him, to a blue cat bird; then a pink pony bird, an orange lizard and lastly a large brown ball of hair with horns. “I think we better show this to Twilight.”
> Chapter 13 - Twilight
> --------------------------------------------------------------------------

Twilight was having a very stressful day as she pored herself over page after page of applications; all from potential students wishing to attend her school. Luckily she had the help of some friends. Alas, just to see the rooms other three grumbling occupants she had to stand on her chair and stretch her neck over the stacks of essays, which had annexed the majority of her desk.

Spike, Twilight’s faithful adolescent dragon assistant, was currently sitting on a wooden stool, scratching the mulberry colored scales on the side of his head and looking over a particularly long scroll. A bobbing quill stuck out of the side of his mouth, while he scanned over the paper with furrowed brows and green reptilian eyes. When he lifted the scroll to read the next part it ripped in half, having somehow gotten tangled up in the legs of the stool. His shoulders slumped with a sigh and he puffed out a small plume of grey smoke from his nostrils.

Starlight Glimmer, the former student of Twilight and now the schools guidance counselor, was chewing on her lower lip while scrutinizing an essay that she held in the grip of levitation magic. Her violet blue eyes were squinted in concentration and the turquoise glow from her horn highlighted some out of place strands of her purple and aquamarine striped mane. The paper suddenly balled up and flew across the room when she read something so apparently offensive that it caused her muzzle to scrunch up.

Last was Trixie, a traveling magician, who was actually more Starlight’s friend; currently asleep, sprawled on her back in the middle of Twilight’s office rug. The azure unicorn had balled up her purple cape and placed it behind her cornflower blue mane to use as a pillow. Somehow she also was managing to keep aloft a sheet of paper, floating in the air above her muzzle, just from the force of her exhaling breaths.

A sudden knock on the door caused the rooms three awake inhabitants to pause in the middle of their work.

“You can come in,” Twilight called out, “the doors unlocked.”

The door cracked open. A light magenta coated hippogriff filly with a striped mane of light and dark sky blue, peeked her head in. Silverstream, a normally energetic student, looked slightly worried with her tufted ears folded back and a frown creasing her beak.

“Good Morning Silverstream,” Twilight said as she walked around the side of her cluttered desk, “is something wrong?”

“Ah, well, we aren’t really sure…” Silverstream said, letting her voice drift out.

“We?” Twilight wearily asked.

The hippogriff pushed the door open a little more revealing Yona, a young female yak from Yakyakistan and also a student of Twilight’s school.

“Yona found something hanging up in a tree and brought it to school,” the ‘little’ yak said while she shuffled on her cloven hooves for a moment, causing her long pale cinnamon colored coat to sway from side to side.

“Please tell me it wasn’t a bee’s hive,” Twilight said looking panicked, “and please tell me I don’t have an angry swarm of bees infesting the halls.”

“No, not beehive,” Yona answered Twilight, “but it did have bug inside.”

“Yona?” Starlight asked “if it was up in a tree, how did you get it down?”

Once again the door creaked open a little more, brining another student of the school into view. Gallus, a juvenile griffin with brilliant cerulean blue fur.

“I, ah, sort of got it down for her,” he said while looking off to the side with his azure eyes and scratching the back of his neck with his bright amber talons.

“Just what kind of bug was inside?” Spike asked, hopping off his stool.

“That’s the reason we came to get you…” another male voice said.

The door opened fully, no longer concealing a fourth student; a spring green colored earth pony colt, with a messy mane of cyan and opal, named Sandbar.





The last thing Twilight expected to find in one of her student’s dorm rooms was a little changeling nymph. Not only that, but one that looked like a miniature version of Chrysalis and was still clinging to her freshly shed cocoon, that was dangling from a hook on a hat stand.

Currently the little changeling was glaring at another school student, Smolder, a teenage female dragon with burnt orange scales. When the dragoness took a step toward the nymph, the little changeling would buzz her clear blue wings loudly, as if instinctively trying to frighten away a predator. Then when Smolder, who was looking completely unimpressed, took a step backward, the nymph would silence her tiny wings.

“Smolder, please stop doing that,” Twilight said to the dragoness as she entered the room. “It’s clearly agitating her.”

“I keep telling her we aren’t going to hurt her,” Smolder said as she leaned back against the wall and crossed her arms over her chest.

“This is a very delicate–” Twilight suddenly stopped talking mid sentence when she noticed the shocked expression the little changeling was giving her.





He completely forgot about the orange lizard when the new pony entered the room, a pony with a horn and wings. In that single instant his eyes widened and his pupils shrunk down to the size of a fang tip. He recalled the warning his mother had given about alicorns.

“While there are a few other types of ponies, this will be the last one I’ll teach you about today,” Chrysalis said as the magical green fire swirled around her once again. “This, is the alicorn.”

Unlike the last three ponies she had shown him, the one now standing in the center of the room was taller and had both wings and a horn. Her fur was just slightly darker than pink, with her wing feathers transitioning into a pale purple at the tips. The color of her long mane and tail was a triad of rose, violet and light yellow that curled up into itself at the ends.

“Alicorns are very powerful,” the disguised Chrysalis said before opening up her large wings, “and should never be underestimated. Two are so powerful that they can move the sun and the moon across the heavens. They hold places of royalty in pony society and advocate what they call ‘harmony’. They use the promoting of ‘harmony’ as a way of twisting other beings perspectives to better match their own. Alicorns are one of the most dangerous enemies our kind has ever had the misfortune of dealing with, so be careful around them and don’t ever let yourself be fooled by them…”





Twilight nearly jumped out of her hide from the shriek that the little changeling made and unconsciously opened up her wings while taking a quick step away. The nymph buzzed her small wings quickly and with a sound reminiscent of a large angry hornet, somehow managed to lift herself into the air. Looking like a oversized house fly that drank too much cider, the changeling hovered drunkenly about the room until landing on the far wall.

“Where’s my mom?!” she yelled at Twilight with her little voice coming out distorted, as if two ponies where saying the same echoing words but speaking just out of sync.

“Please calm down,” Twilight said as she took a few careful steps forward, “I’m not sure where your mom is but if–”

“Get back!” the nymph cried out, her voice losing the dual tone quality and now sounding like a frightened child. “Go away!”

“I swear nopony here is going to hurt you,” Twilight promised. “Please just calm down and we’ll–”
Without warning the little changeling reached over and flung a picture frame that was hanging adjacent to her. It narrowly missed Twilight’s muzzle then shattered into pieces at her hooves, scattering broken wood and shards of glass across the floor.

“I think I’ll wait outside,” Smolder said, slipping out into the hallway with her friends.

Twilight looked down at the mess and the photo previously housed in the frame; it was of six of her students, five of which were now watching from the doorway. It gave her an idea.

“Okay,” Twilight said as she backed away from the little changeling, “I’ll leave, see?”

The little changeling visibly relaxed when Twilight passed the door frame, entering into the hallway and out of view.

“Does anycreature know where Ocellus is?” Twilight asked the gathered students. “I think talking to another changeling might help to calm her down.”

“But Twilight, Ocellus is a reformed changeling,” Starlight pointed out, “and that one is obviously not.”

Silverstream attempted to stick her head in the room only to have to jump back when a book came rushing through the air at her.

“Oh feathers…” Silverstream whined to Yona. “She is totally wrecking our room.”

“Yak can out smash tiny bug,” Yona said, with a stern look on her muzzle. She peered over the room’s threshold and promptly received a face full of postcards from Mount Aris and Seaquestria.

“My letters from home!” Cried out Silverstream.

“Everycreature, just please calm down!” Twilight shouted, getting the assembled students and facility staff’s full attention.

“Starlight, I know Ocellus is a reformed changeling but I want to find a peaceful way to sooth this situation,” Twilight explained. “She’s already anxious and I don’t want to have to use force to catch her unless it’s a last resort. Now who knows where Ocellus is?”

“I think she’s helping Professor Rarity,” answered Sandbar.

“Spike,” Twilight said to her assistant, “can you go find her and bring her back here?”

“I’m on it,” Spike said with a salute before extending his wings and flying off down the hall in the direction of the classrooms.

A loud crash came from the room.

“And please hurry!” Twilight called out to him.
> Chapter 14
> --------------------------------------------------------------------------

Tired, hungry, scared and angry; those were the four emotions he was feeling right now. Tired, not only from just breaking free from his cocoon but from repelling an evil alicorn and her horde of mismatched minions. Hungry, from not eating after who knows how long. Scared, after waking up in a strange unknown place without his mother or any other changeling around. And angry because he wasn’t sure what to do or how to go about doing it. So out of those four emotions he let anger take the lead.

The floor was littered with damaged books and broken decorations, mostly near the doorway where, occasionally, the head of a pony or another creature would peek into the room. He ran out of objects to throw and so he had to resort to baring his fangs, buzzing his wings furiously or hissing loudly to try and frighten them away. So far it was working.

He had tried to escape through a large hole in the wall that he found, but an invisible force stopped him. The creatures must have been trying to conceal it because it was hidden behind some hanging blankets. It was now smeared with a coating of green tinted saliva in the places he attempted to chew his way through.

On the other side of the hole he could see a vast cavern. It had no visible walls and it made him dizzy when he looked up at the fluffy white things floating in the blue where the ceiling should have been. Also there was a large glowing yellow orb that stung his eyes, so he fled away from it.

Currently he was huddled up under a lavender pink blanket, peeking out at the rooms exit and sitting on the top mattress of a bunk bed. To him it was a large rectangular soft thing held up by four wooden poles. It was the highest point in the room now, after knocking loose a wall shelf, and the best place for overseeing his environment.

It made his heart leap and ears perked up when he heard a familiar buzzing noise from the doorway. Thinking someling had come to rescue him, he excitedly leaned forward; but what stepped into the room didn’t look like any changeling he’d ever seen before.

This changeling’s chitin was not black like he was used to, but a faded blue. She had a clear pink frill running down the back of her neck that was wavy instead of pointy. On her back she had a magenta elytra with lighter colored spots. A curved horn rose from the center of her forehead and split just slightly into two points, one below the other facing backwards. Her tail was the same color as her frill and looked like a single wing with small spots that reflected the light.

The odd changeling’s eyes widened when she looked at him and she tried to back out of the room. Something out of his view from beyond the doorway made her pause and her ears perked up as she looked back over her withers.

“O-okay,” she timidly said to whatever was outside the room. “I’ll try.”

She crossed the room slowly while carefully stepping around the broken shards of glass and ruined books. About halfway between him and the exit she stopped.

“So um…” she stammered, “my name is Ocellus, what’s your name?”

He stared at her silently, he didn’t have a name that he knew of. They always called him ‘the larva’ or ‘it’.

“I don’t know,” was all he could answer with.

“Oh, I’m sorry,” she apologized, “I guess you wouldn’t have one yet.”

“What are you?” he asked and slipped out a little more from under the blanket.

“I’m a changeling,” she said, “like you.”

One strand of his mane fell over his eye while he studied her and he idly brushed it away with a hoof.

“Why don’t you look like the other changelings?” he questioned.

“Ah, well we…” she hesitated, “we all went through a metamorphosis a little while ago and now we look different.”

“What’s a meta-mo-foe-cist?” he inquired, tilting to his head a little to the side.

“It um…” she fumbled for an easy explanation. “It’s when something changes from one thing to another. Like how you went from a larva to what you are now.”

“Oh,” he said, “did my mom meta-mo-foe-cist too?”

“I’m not sure,” she said. “Do you know her name?”

“Chrysalis,” he stated. “Do you know where she is?”

Ocellus froze up and her ears folded back against her head. She shuffled on her hooves and her elytra opened and closed nervously.

“C-chrysalis?” she stuttered, “Are you sure she’s your mom?”

“That’s what she said,” he answered, nodding his head and causing some of his messy mane to fall over his face again.

“S-she said?” Ocellus’s voice cracked as she looked around the room like she was trying to find something. “When did she say that?”

“Before I meta-mo-foe-cists,” he told her, pushing back the hair from his face again.

“Ah, w-wait one moment please,” she quickly said as she opened her elytra, extended her wings and flew out of the room.

Sitting quietly with his ears perked up and twitching, he tried to make out what the whispering voices coming from beyond the doorway were saying. A few moments later Ocellus returned.

“Chrysalis didn’t go through the metamorphosis with the rest of us,” she told him.

“Oh, okay,” he said. “Do you know where she is?”

“No, I’m sorry, I don’t,” she answered while her ears drooped.

The two quietly looked at each other until a loud growl broke the silence. He sat up onto his haunches and looked down while placing a hoof on his carapace were the color changed from black to a blueish green.

“Are you hungry?” she softly asked.

He looked back up at her and nodded.

“Do you…” she trailed off and shuffled on her hooves again, rubbing one of her front legs against the back of the other, “know how to feed?”

He tilted his head back, opened his mouth wide and waited for her to feed him. When she didn’t move he closed his mouth and tilted his head at the confused look she was giving him. Her ears suddenly perked up again, understanding now written across her features.

“No, no,” she shook her head, “that’s only how larva eat. You have to do something… different now.”

“How?” he asked.

“Um… hold on again please,” she said and flew out of the room once more.

The whispering outside the room started up again. A few minutes later Ocellus peeked her head back in.

“I’m going to bring in a friend who will help me show you,” she told him, “they aren’t going to hurt you so please don’t throw anything at her okay?”

“Okay,” he nodded tentatively to her.

Ocellus entered the room again this time followed by the pink unicorn pony who looked around the destroyed room with wary eyes.

“This is my friend Starlight,” Ocellus introduced the pony. “She’s going help me teach you how to feed.”

“Hi…” said Starlight. “So how do we do this?”

“You just have to stand there really,” Ocellus told her.

The two just stood in the center of the room looking at each other and after a few awkward moments Ocellus let out a sigh.

“Sorry, I haven’t had to do this in so long,” Ocellus blurted out to Starlight with tears forming in the corners of her eyes. “This is just really hard for me.”

“It’s okay Ocellus,” Starlight consoled her, “maybe we can feed her another way.”

“No,” Ocellus said while shaking her head, “she needs to learn how to absorb and eat love before she can eat anything else. It’s just how the changeling nymphs are, or well, how they used to be.”

“Okay, then, just take your time,” Starlight said to Ocellus.

After another quiet moment Ocellus took in a deep breath and then let it out. The blue changeling walked up to Starlight, opened her mouth and started to draw in wisps of pinkish mist from the pony. She abruptly stopped only a few seconds later, looking guilty and sad.

“L-like that,” she stuttered. “Did you understand?”

“I think so,” he nodded and leaned over the edge of the mattress with his mouth open wide.

Starlight moved a little closer to him and the pink mist started to flow from the pony once more. 

He lost himself when the first taste of it reached his tongue, greedily pulling forth more of the pony’s love and only when a pillow was thrown over his head did he stop. After removing it he saw the pony now laying on the floor with her eyes closed and a worried Ocellus looking down at her.
> Chapter 15 - Ocellus
> --------------------------------------------------------------------------

Ocellus was thinking about how crazy life could be and how fast things could change without any warning. Just a few years ago she was a hole ridden, love stealing, shape shifting, magical pony-insect hybrid. She spent her days in a dark hive, among hundreds of others that looked just like her in almost every way. Her entire race were feared by the ponies of Equestria, whom they twice attempted to invade and conquer. Then in a sudden flash, a buzz of a wing, the entirety of changeling life was turned upside-down.

She was still a shape shifting, magical pony-insect hybrid but everything else was now different. Her black chitin had been replaced with a beautiful arctic blue, the holes in her legs had vanished and she no long needed to steal love to satisfy her hunger. Within a few months the hive was blossoming with healthy green vegetation instead of being surrounded by a mile of desecrated land; and the very ponies her kind had once preyed upon had opted to forgive them. The ponies even opened up friendly diplomatic relations with their new king, offering any help needed to stabilize the infant kingdom.

Then she had been enrolled as one of the first students in Princess Twilight Sparkles School of Friendship. At first she was shy and nervous about being around non-changelings; so much so that she would revert to her old ways and disguise herself to blend in. But after being accepted so quickly by so many new friends, she had become much more self-confident.

Now, as she looked down at the little changeling nymph that sat next to her, she thought about how everything had been thrown for a loop yet again.

Twilight asked her to take the nymph to her and Smolder’s room for the time being; and try to keep the little changeling out of trouble. Poor Starlight had to be rushed to the school’s nursing office after passing out from being drained of love too quickly but luckily she was expected to fully recover by the end of the day.

For some reason the little nymph insisted they sit on the top bunk, even though it was Smolder’s. Thankfully the dragoness was willing to begrudgingly humor the changeling and take over the bottom bunk. The nymph had also just finished eating a small fish that Gallus was kind enough to catch for her and had bits of leftover scales stuck to her muzzle. Ocellus wiped away the mess with a napkin and it reminded her of when she use to help her parents with her younger siblings.

“Alright, I just finished helping Silver and Yona straighten up,” Sandbar announced as he trotted into the room. “It’s kind of funny how long it takes to clean up a mess that was made so quickly when you think about it.”

“Yeah, I bet that mess was real funny for Silver and Yona,” Gallus quipped, the griffon laying on his side next to the window so he could sun himself like a giant house cat. “So, is that how all baby changelings are?”

Ocellus wasn’t sure if she should talk about the little nymph while she was present. The little changeling was unlike any nymph that she’s ever seen. She was able to not only talk, but understand what others were saying to her. That was something normal changeling nymphs wouldn’t be able to do until they were halfway to their first molting. She also had a natural mane which was something, as far as she knew, only Chrysalis herself had. Her build seemed more slender then a usual nymph too. 

“Not really…” Ocellus finally said. “No.”

“Why do you think she was left hanging from a tree?” Smolder asked from the bottom bunk.

Most likely wanting an answer to that question herself, the little nymph looked up at her, and it made Ocellus’s heart ache.

“I don’t know…” Ocellus answered unable to stop her eyes from looking away from the changeling at her side.

The nymph nudged the plate that once held her meal over the edge of the bed with her hoof, maybe because she didn’t understand how to express her frustration at the situation she was in. Gallus lazily reached out with a talon to catch it, despite being too far away, but it was Smolder who saved the piece of crockery with a leathery wing.

“It’s not nice to break things,” Ocellus said to the nymph, “especially when they aren’t yours.”

“I want to go home to the hive,” the nymph shot back.

“We don’t know where your hive is,” Gallus said, “if we did we would take you there right now.”

Now Ocellus had another conundrum to worry about. What would be best for the little changeling? Should they try and find her mother, Chrysalis? Chrysalis, who vowed revenge upon every being that had a hoof in her kingdoms downfall? What if they couldn’t find her? Would the nymph be taken in by Thorax’s hive, where she could learn how to live without feeding off the love of others? Should she be allowed to stay as she is, preying upon others, possibly hurting them like Starlight or worse? Would it be right if they try and reform her or should it be the nymphs’ choice and would she understand what they were asking her to decide?

The sound of a magical chime coming from the hallway broke Ocellus’s concentration.

“Was that the bell for class?” Smolder asked as she leaned out from her bunk.

“You’d think afternoon classes would be canceled with everything that happened this morning,” said Gallus as he stood up and arched his back.

“Maybe they didn’t want to cancel classes for everyone,” Ocellus said to them. “I mean what happened to us this morning didn’t really affect the rest of the school.”

“Are you going to class?” Sandbar asked Ocellus.

“How can I?” Ocellus questioned him, “I have to watch the nymph.”

“Maybe you could take her with you,” Gallus said. “It’s professor Fluttershy’s class after all.”

“Yeah, out of all the classes to bring her to, Fluttershy’s would be the best,” piped in Smolder.

Ocellus looked down at the little changeling next to her unsure what to do.

“Do you want to stay here or go see what our classes are like?” She asked her.

Thoughtfully the nymph looked at Ocellus, then at each of the others in the room.

“Will the alicorn be there?” she asked.

“Why are you scared of Twilight?” Sandbar asked the nymph as he took a few steps into the room.

“I’m not scared,” the little changeling snapped.

“Really?” Gallus quirked his eyebrow. “Then why did you trash an entire room trying to keep her away.”

The nymph hissed out her breath, sat up straight, and tilted her head down and slightly to the side as she glared at Gallus. The look might have been intimidating if the little changeling was older but, since she was only a fraction of Gallus’s size, the griffon just rolled his eyes at her display.

“I guess I’ll go,” the nymph said to Ocellus after dropping her tough filly face.

“Okay, but you’ll have to behave yourself,” Ocellus told her as she flew down from the top bunk and landed on the floor. “Do you want to walk or do you want me to carry you in my saddle bag?”

“I can fly,” the little changeling said as her little wings buzzed and she lifted off the bed.

“No you might hurt yourself,” Ocellus tried to explain to her, “your wings haven’t developed enough yet.”

Her warning was ignored and the nymph hovered over the edge of the bed, wobbled from side to side and then descended quickly toward the ground. Smolder caught her a foot from the floor and placed the changeling down on her tiny hooves.

“Fine I’ll walk,” the nymph said grumpily as she tossed her head to the side to remove the hair from her eyes.

The little changeling tried to follow alongside Ocellus but she moved slowly on her unsteady legs. Occasionally she stumbled and was forced to reset her balance by firmly planting all four of her hooves on the floor. After a painfully slow minute the nymph had only made it out of the room and a short distance down the hall.

“This is taking too long,” Smolder mumbled.

“Smolder’s right, I’m sorry but I think it might be best if I carry you after all,” Ocellus said before scooping up the little changeling and depositing the nymph into her saddle bag, “if I don’t we’ll all be really late.”

If the nymph was displeased by the older changelings action, she kept it to herself, opting instead to watch the other students they passed along the way. Apparently one coed stared at her a little too long and the poor flamingo colored filly ran away after being pelted by an eraser.

“I feel like this is going to be a long day,” Ocellus sighed.
> Chapter 16
> --------------------------------------------------------------------------

Why are ponies so colorful? He thought to himself as several of them trotted past. I wonder if they all have a different taste.

When he noticed a unicorn watching him for a long time, with a mixture of surprise and awe, he tried to ignore her. But when she started to follow behind him and Ocellus a little too closely it made him uncomfortable. He couldn’t really do much about it though, stuck sitting in the ‘saddle bag’ that the older changeling carried him in. Then he felt something in the bag brush against his hoof, some kind of soft pink rectangle. He threw it at the pony, getting her right on the muzzle.

Apparently she got the message and stopped following them, choosing instead to gallop off in the opposite direction.

“It’s not nice to throw things at others,” Ocellus scolded him. “If you can’t behave yourself I’ll have to take you back to my room.”

“But that pony wouldn’t stop watching me,” he said back to her. “I didn’t like it.”

“Well, the next time some creature does something that you don’t like, just ask them to stop,” Ocellus explained as she passed through a doorway.

The new room that he just entered was very wide with three olive green walls. The entire opposite end of the room was open to the big outside cavern. Green flowery plants growing out of cylinders were dotted about the floor and weird objects filled large wooden shelves. Tiny chirping birds flew in and out from painted boxes that hung from the ceiling.

Standing in the middle of a circular rug, with different sized pillows grouped around her in a semicircle, was a light yellow Pegasus with a soft pink mane. Next to her was a large square object covered by a blue blanket that would occasionally shake.

“Good morning everyone,” the pegasus said in a delicate voice, “how are you all doing to–”

The yellow mare stopped talking mid-sentence with her mouth still open slightly as she looked directly at him. He lowered himself down, only just peeking back at her from over the rim of the bag.

“Ocellus, what is that you have with you?” the pegasus asked while cautiously walking closer.

The older changeling lowered herself to the floor and slid out from under her saddle bags.

“She’s a changeling nymph,” Ocellus told her, “she just emerged from her cocoon this morning.”

“Is… she, your daughter?” the pegasus questioned softly after a moment of silence.

“What? No!” Ocellus stammered out, a furious blush growing on her face as her griffon and dragon friends snickered.

“Oh my, I’m so sorry!” the mare said, her voice only slightly louder, as a blush covered her own cheeks. “I didn’t mean to imply anything, I just don’t know anything about changeling reproduction.”

“Yona found cocoon in tree,” the yak chimed in. “Gallus got cocoon down for Yona.”

“Oh dear,” the Pegasus said, “you really shouldn’t disturb cocoons, it can harm the creatures inside if you’re not careful.”

As the group began to explain the events of the morning to the pegasus, he let his attention drift over to the shrouded box. There was a smell coming from it, something he never smelled before yet was so very familiar. He tipped over the bag and began to wobble over to it but the yellow pegasus stopped him.

“Wait a moment please,” she said. “That’s for today’s lesson, um... oh, what should I call you?”

“She doesn’t have a name yet,” Ocellus told her.

“Let’s call her Trouble,” Gallus suggested.

“How about Ruin?” quipped Smolder.

“Why Ruin?” Silverstream asked the dragoness.

“Because that’s what she did to you and Yona’s room,” Smolder answered with a chuckle.

“How about we call her Mischief?” asked Sandbar.

“I don’t like any of those names,” he told them.

“I don’t like them either,” the pegasus said and then looked down at him. “Maybe we could just call you ‘Pepper’ for now?”

He shrugged at her.

“Okay then. Pepper, my name is Fluttershy,” the mare introduced herself, “and it’s nice to meet you.”

A silent moment passed before Ocellus leaned over and said something into his ear.

“It’s nice to meet you too,” he repeated back to the pegasus.

“Very good,” Fluttershy said with a smile. “Now then, let’s start today’s lesson. Every creature please take a seat.”

“Take it were?” he turned around and asked Ocellus.

“She means sit down,” Silverstream said before plopping her rear on a pillow, “like this.”

Ocellus sat down on a big burnt orange cushion and pulled him over so he was sitting in front of the older changeling. The others then quickly found their own places to sit.

“Our guests for today’s class are very energetic, friendly, and playful.” Fluttershy explained to the group. “Now I want to give all of you a little warning; while they are very well behaved, sometimes if they get too excited there is a chance they might nip at you.”

Fluttershy lifted the piece of fabric away with one of her wings. What he saw in the cage made him gasp out loud and caused his mind to delve deep into itself.





He was in another place now, in a different room, in front of a bright rectangle with moving images on it. There was also a long black board, sitting below the rectangle, with little white symbols written on small squares. Then a little oval shaped head popped out from between the board and the rectangle.

Its face was covered in off white fur with a band of chocolate brown that created a mask around its black eyes. Two small half circle ears poked up from its head, both covered in a velvety cream colored peach fuzz. It opened its mouth, showing off four little sharp pearly fangs, while it turned its head from side to side. Then just as quickly as it appeared, it retreated away.

His vision moved, turning away from the rectangle to look down at the carpeted floor. A long creature on four legs zipped out from under a dresser, hopped around in a circle with its back arched up and mouth wide open, then it raced away under a bed.

“What are you doing, you little carpet shark?” a voice asked the little creature. “Do you want a treat?”

The creature re-appeared followed by a second one with pure white fur and pink eyes. They made a little chuckling sound that he somehow knew meant that they were happy.





“Those are ferrets!” he said loudly, causing his voice to squeak, and the older changeling sitting behind him to jump in her seat.

“Well, yes, that’s correct,” Fluttershy said, stuttering slightly.

He slipped away from Ocellus, tripping over his own legs in the process of trying to get closer to the cage.

“Ferrets are part of the mustelid family and are related to weasels, minks, fishers, ermines, badgers and wolverines,” he started to babble out to the confused onlookers. “Oh! And also otters and pine martins.”

“What’s mustelid family?” Silverstream asked Fluttershy.

“I’m not sure,” the yellow pegasus said, “but all those animals are very similar to each other in many ways. They all tend to have elongated bodies and short legs. Weasels and ermines are smaller than ferrets while otters, badgers and wolverines are much larger.”

“They also all have scent glands in their bottoms,” he added, “which can produce a smell similar to a skunk.”

“Uh… they won’t spray us will they?” Sandbar asked as he looked at the Ferrets warily.

“Oh no, they don’t spray. They use it more for marking territory,” Fluttershy explained, “while a skunk uses their scent glands as a means of defense against predators.”

Fluttershy used the tip of her wing to unlatch the cage door, setting the three ferrets free. Each one waddled out, sniffing around the ground before they started to explore their surroundings.

“Remember to be gentle now,” Fluttershy said to the ferrets, who appeared to nod back in understanding.

These ferrets were much bigger than how he remembered them from his vision. They were just as big as he was and so when one pushed against him, to curiously sniff about his chitin, it caused him to stagger on his unsure legs. Remember something else about the ferrets, he firmly planted his back hooves on the ground and pushed over the ferret so it would roll onto its back.

“Oh, you have to be gentle too, Pepper,” the pegasus said.

“I am,” he told her while rubbing his front hooves up and down the ferrets belly quickly, “this is just how you get them started,”

“Started?” Smolder asked, looking over at a shrugging Gallus.

When he stopped the ferret immediately hopped to its feet and started to jump about crazily with the fur on its tail frizzed-out.

“That’s the weasel war dance,” he said while looking back over his withers at the others. “Ferrets do that when they are having fun.”

With a big smile on her beak, Silverstream rolled one of the ferrets over and vigorously started to rub its tummy with the palm of a talon. Once she stopped, the ferret began to spring around in a frenzy before darting toward Yona and clambering up her thick fur. The yak stood frozen in place as the little creature reached her back and continued to hop around.

“How do you know all this?” Ocellus asked him with a look of trepidation.

“I don’t know,” he said with a shrug before being bowled over by an excited ferret. “I just do.”

“You okay there Ocellus?” Sandbar asked her.

“Yeah, you look like you’ve seen a ghost,” Gallus chimed in.

“I’m sorry, I’m just a little overwhelmed,” Ocellus admitted as she trembled slightly. “My younger siblings were nothing like her at that age, they couldn’t even talk yet...”
> Chapter 17 - Fluttershy
> --------------------------------------------------------------------------

Fluttershy was never happy to see any creature upset and rested her wing reassuringly over her student’s withers.

“Do you need to step out and get some air?” she asked her softly.

“No, I just need a moment,” Ocellus replied, looking over at the preoccupied little nymph before whispering. “It’s just really strange, how much she knows after only leaving her cocoon this morning.”

The nymph appeared harmless enough, giggling aloud and fully engrossed, along with Silverstream, in playing with the ferrets. While she watched the diminutive creature, Fluttershy was briefly reminded of a former innocent looking student; one who tried to steal all the magic in Equestra for herself.
 
“Do you have any treats for the ferrets?” the little changeling asked while she struggled with one that had wrapped around her like a furry snake.

“Oh yes,” Fluttershy said, “I have some scrambled eggs I made a little earlier for them. Silverstream, would you mind getting the jar from my saddle bag and help feed the ferrets?”

“Sure thing,” the chipper hippogriff said.

The little nymph had managed to extricate herself and followed closely after Silverstream. The ferrets, excited from hearing the word ‘treat’, made a happy chuckling sound as they hopped after them.

“Ocellus,” Fluttershy asked the young changeling once the little nymph was out of earshot, “if you wouldn’t mind, could you explain a changeling’s life cycle and why Peppers is so unusual?”

“Sure,” Ocellus said. “Well, changelings start out as eggs and around three months later we hatch into larva. Then, five months later, the larva spin a cocoon to start their metamorphosis into nymphs and that lasts for four months. Normally they looked like this before Thorax took over.”

A curtain of light blue magic circled around Ocellus as she transformed into a small black shelled changeling with blue eyes.

“Why does little changelings have holes in their legs?” Yona asked.

“Well, before we ‘changed’ into the way we are now, the holes in our chitin would develop by going without feeding on love for too long,” Ocellus explained as a ring of pale blue swirled around her once again, returning her to her normal form; “but she seems to have only a few holes in her chitin so I guess she was a well fed larva.”
“And now newborn changelings don’t develop the holes in their bodies?” Fluttershy inquired.

“No, well, not in our hive,” Ocellus said. “My younger brother and sister hatched after Thorax became king and they were fine after they emerged from their cocoons.”

“Before you said your brother and sister were nothing like how Pepper is,” Sandbar brought up. “How much different is she?”

“She’s very different from what I’ve seen,” Ocellus whispered, looking back over her withers to make sure the little changeling wasn’t listening. “She is a little taller than normal and she has a mane, something only Chrysalis had. Her eyes, her horn, they are just like Chrysalis too… it makes me wonder.”

“What?” Fluttershy asked.

“If she might be a young queen,” Ocellus said, biting her bottom lip. “I never even heard of another changeling queen other than Chrysalis.”

“So what does that make her?” Smolder asked. “A changeling Princess or something?”

“Who’s a princess?” Silverstream asked as she poked her head into the huddle that the others in the room had formed.

“Uh…” Gallus stammered, looking down at the little changeling as she trotted up behind his friend. “Aren’t you a princess, Silverstream?”

“Me? No,” the hippogriff giggled. “I’m just Queen Nova’s niece.”

"Anyway," Fluttershy said, "lets get back to our lesson."

Fluttershy had spent the next hour of the class teaching about the ferrets, only occasionally getting interrupted with an extra fact or two by the little changeling nymph, when she noticed movement out of the corner of her eye. Twilight was at the door to the classroom, peeking in and waving her over.

“Class could you excuse me for a moment?” she said. “On the shelves, over in the corner, there are some toys the ferrets really enjoy playing with. They love to run through those tubes there and chase after the feathers tied to the end of that string. Please keep Pepper with you too.”
Once Ocellus had escorted the younger changeling over to the shelves with the other students, Fluttershy trotted over to the door and stepped outside. Twilight was waiting in the hall along with Spike.

“Fluttershy, I am so sorry I didn’t warn you,” Twilight said frantically. “After what happened this morning with Starlight and trying to get everything straightened out again, I completely forgot to ask Ocellus to stay in her room with the changeling until I could get into contact with Thorax.”

“It’s okay Twilight,” Fluttershy said to her friend with a smile. “The students explained everything that’s happened and she hasn’t been any real trouble, though she does seem to have poor Ocellus a little worried.”

“She hasn’t been throwing things around, destroying your classroom or trying to hurt anycreature?” Twilight asked, peeking into the room again.

Back inside the room the little changeling was buzzing her wings with a grin on her muzzle, showing off her little white fangs. She had one end of a braided string in her mouth, tugging against it as a ferret pulled at the opposite end.

“Not at all,” Fluttershy reassured her.

“Did Ocellus say why she was concerned?” Twilight asked as she moved away from the door again.

“Well from what she explained to me about little changelings, Pepper is special,” she told Twilight.

“Pepper?” Twilight asked.

“That’s what we’ve been calling her.” The pegasus explained. “Although I’m not sure if maybe we should be calling her Queen Pepper or Princess Pepper.”

“What?!” Twilight balked, causing Fluttershy to flinch.

Fluttershy proceeded to tell Twilight what Ocellus had told her about changeling young, how different the nymph is and that she might be a juvenile queen.

“This could be bad,” Twilight said once Fluttershy finished. “She’s already said her mother’s name is Chrysalis and there is no denying the resemblance.”

“Yona told me she discovered her cocoon hanging from a tree within view of the school,” Fluttershy added, “but from what I remember seeing at the old changeling hive, they kept all their young inside.”

“And you would think somepony might have noticed her cocoon sooner,” Twilight said, placing a hoof against her chin in thought, “if it was hanging from a tree, just a couple of yards from the school, for a few months.”

“Do you think she could have just been placed there recently?” Fluttershy asked.

“Maybe,” Twilight muttered, “but why?”

The two friends pondered in silence for a moment until a belch from spike interrupted them. A gout of bright green fire spouted from the little dragons mouth up into the air, and within the blaze a rolled up scroll appeared. It dropped, unharmed by the flame, into Spikes waiting claws and he quickly unrolled it.

“It’s from Thorax,” Spike said as he scanned over the paper. “He’s on his way along with a few others changeling to see the nymph.”

Fluttershy looked down the hall as a group of ponies came around the corner. They noticed her and Twilight, then started to trot in their direction.

“Did he say anything else?” Twilight asked, moving behind the dragon so she could try and read over his shoulder.

“Um… Twilight…” Fluttershy stammered when she noticed the angry green glow on the horn of the unicorn who was leading the group of approaching ponies.

“Yeah,” the little dragon answered, both himself and Twilight not hearing the soft spoken pegasus. “He said to be careful and keep an eye out, in case there might be more rogue changelings around.”
> Chapter 18
> --------------------------------------------------------------------------

There was a loud shout that echoed from the hallway followed by a great room rattling explosion. A bright green flash sent the door to the class along with parts of the adjacent wall shattering inward, kicking up a plume of dust and debris. The alicorn slid across the floor; a dome of pink magical energy surrounding her briefly before flickering out.

He felt hooves wrap around his middle and then something pressing against his back. When he looked behind him he saw it was Ocellus, protectively holding him tightly against her, with a look of shock and terror on her face.

Gallus, Silverstream, Sandbar and Smolder all rushed over to the alicorn who was struggling to stand on her hooves. Yona stayed with him and Ocellus and moved to stand protectively in front of her friend. The ferrets darted away and hid behind various objects in the room.

“Sparkle! Where is my child!” roared an angry out of sync voice that made his ears perk up.

Another flash of green erupted from out in the hallway, dissipating the cloud of dust quickly and revealing five figures. The first was the yellow pegasus, shivering in fear, with her hooves firmly held to the floor by thick globs of green resin. To her left was Odonate, firmly holding down a struggling purple lizard by pressing a front hoof down against its back; and on her right was Phasmid.

In front of them all loomed an agitated Chrysalis with her lips drawn back and fangs bared.

“I know she’s here so don’t you even dare attempt to lie to me!” the tall changeling shouted venomously as she stalked into the room.

“Mom!” he called out as he wiggled free from Ocellus’s grip and galloped up to her.

The changeling queen turned to look in his direction and the look of rage vanished from her features, replaced by one of relief. She scooped him up in her front hooves, and pressed him against her in a carapace crushing embrace. He rested his head against her neck, comforted by her familiar scent and her long mane as it rested against his back to cover him like a safety blanket.

“I’m so sorry I let them steal you away,” she said so softly only he could hear her. “Are you okay?”

“I’m okay,” he squeaked back, tears forming in the corners of his eyes.

At the open end of the room four pegasi flew in and landed on the stone floor. They quickly looked over the scene in front of them before green flames burned away their disguises to reveal the changelings underneath. Ocellus and Yona moved away from them quickly, joining their friends along with the alicorn.

“My queen,” Odonate said as he moved to stand beside Chrysalis so he could whisper to her. “I’m sorry to interrupt but it’s not safe to linger here much longer.”

Chrysalis nodded and passed him over for Odonate to hold before she returned her attention to the alicorn.

“How dare you and those disgusting traitors try and take my child from me,” she hissed, her tone distorted and full of malice. “Give me a reason not to burn your precious school to ash Sparkle.”

“What are you talking about?” the alicorn asked as she stood defensively in front of the six students. “Her cocoon was found just outside of the school.”

“In a tree,” Silverstream added.

“Silence!” boomed Chrysalis, causing the students to huddle closer together behind the alicorn. “I know all about your disgusting plot with Thorax.”

“What plot?!” the alicorn yelled back. “I really have no clue what you’re talking about!”

With a contemptuous scoff, Chrysalis used her magic to make a scroll appear and hurled it to the floor before the alicorn’s hooves.

“Is that not one of the silly magical scrolls you use to send out messages?” Chrysalis growled.

The alicorn stared at the scroll for a quiet moment before her horn glowed a soft pink and her magic surrounded it. The scroll rose into the air and unrolled in front of the alicorn's muzzle. As her eyes quickly scanned over the page, the look on her face went from curious to incredulous.

“I would never condone something like this,” the alicorn said, looking up at Chrysalis with a serious expression, “and I did not write this.”

“I’m not here to argue semantics, Sparkle,” Chrysalis motioned with her head behind her where the purple lizard was being held flat against the floor, under Phasmid’s rump. “You dictated it to your stooge then.”

“My stoog- Ugh!” the alicorn groaned. “I mean Spike didn’t write it either!”

“Then why would one of my changelings have one of your signed scrolls among their possessions?” the changeling queen spat acrimoniously. “Why would he steal away my daughter and why was she delivered to you just as your scroll directed?!”

“I don’t know why one of your changelings had the scroll or why they took your daughter!” the alicorn shouted back, “and I would never even consider being involved in something like foal-napping or, or that! All I know about this entire thing is that her cocoon was found outside; one of the students brought it inside and she’s been watched over carefully ever since!”

“Twelve, Sparkle!” Chrysalis choked out before quickly recomposing herself. “Twelve.”

“Chrysalis... I am so sorry that-” the alicorn started to say, her voice full of sympathy.

“Shut up,” snapped Chrysalis. 

The changeling queen glared daggers at the alicorn before swiveling her neck to look over at him, her expression softening as she looked into his eyes.

“Did they hurt you?” she asked him.

“No,” he said shaking his head, “Ocellus showed me how to feed and Gallus got a fish for me and I threw a bunch of things at the alicorn, and I got to play with ferrets and I made a pony faint too.”

“Your highness, we have an angry orange mare incoming,” Phasmid called out as he moved into the room, dragging the purple lizard with him.

The young guard’s horn lit up and a translucent green wall appeared in front of the hole to the hallway. A moment later an orange earth pony, with a blond mane and a brown hat on her head, skidded to a stop on the other side of the barricade. She turned around quickly, balanced on her front hooves, tucked her rear legs back and then bucked the barrier so hard it caused Phasmid to wince and stumble slightly.

“We should leave before any more reinforcements arrive my queen,” Odonate whispered to Chrysalis.

“Tell your friend to stand down, sparkle.” Chrysalis hissed to the alicorn. “We don’t want any casualties among your precious students do we?”

The alicorn looked over her withers at the huddled group behind her, to the gang of changelings that stood beyond them, and then she looked over to the orange mare and the growing crowd of ponies that gathered around her.

“Applejack, stop,” she called over to her.

With an angry snort the earth pony mare lowered her rear hooves onto the floor. She turned to Fluttershy, stomped hard against the resin that held the pegasus to the floor, shattering it and freeing her. Then, unable to do anything else, she began to pace back and forth along the magical force field, studying the room’s changeling inhabitants.

“So now what happens?” the alicorn asked.

“Me, my daughter, and my changelings leave, unmolested and without any creature following us,” Chrysalis instructed as her horn lit up and a shimmering field of green magic lifted him, away from Odonate, back into her embrace.

“Done,” the alicorn said, “just leave. No pony will stop you or get in your way.”

“On your word as the princess of friendship?” Chrysalis asked, tilting her head inquisitively at the alicorn.

“Oh my word,” repeated the alicorn, “as the princess of friendship.”

“Oh sparkle…” Chrysalis said, mock sadness in her tone. “That title means nothing, just like your word.”

With a nod from the changeling queen, Sandbar was pulled quickly away from his group of friends, in the grip of a green field of magic, and into the clutches of a changeling.

“Sandbar!” the alicorn and the five others behind her called out in unison.

“That’s why we’re taking a guest with us,” Chrysalis said.
> Chapter 19 - Weevil
> --------------------------------------------------------------------------


Around two hours earlier.


Mingled among the School of Friendship’s student body was an unassuming pink furred unicorn filly. She had been attending since the beginning of the new semester and her grades had been moderate enough for her remain unobtrusive among her peers. During lessons she occasionally asked questions and raised her hoof to answer them. With group projects she did a satisfactory amount of work to keep her classmates happy but never enough to stand out above them. After all, a good infiltrator wouldn’t want it any other way.

Her real name was Weevil and she was her queen’s eyes and ears, scouting within one of her most dangerous enemy’s strongholds. Or that’s how the juvenile changeling preferred to picture it, anyway.

So far her day had been typical, though there was a rumor going around about a few students who accidently let a wild beast loose in their dorm room. However that all changed the moment she spotted what Ocellus was carrying in a pocket of her saddle bag. A changeling nymph and not the colorful dissenter kind.

Weevil’s mind raced to come up with a scenario as to why the double-crosser changeling would have a poor helpless normal nymph in her possession, one that smelled similar to her queen too, and she could only come up with one answer. She. Stole. It.

Then a pink eraser smacked her on the tip of her snout, snapping her out of her thoughts and to the displeased expression on the little nymphs face. Weevil wasn’t a dumb changeling but she did have a tendency to take things out of context. So, to her, the nymph was calling out for help and not just pelting her for staring too long.

She felt bad for the little changeling’s predicament but she’d blow her cover if she just jumped in to save her right there and then; so she turned tail and ran off down the hall to the school’s library. Unobserved among the shelves she quickly transformed into a light sea green pegasus and flew out an open window into the clear sky above Ponyville. Using some clouds for cover, she made her way to the Everfree forest.

When she spotted a twisted dead tree in the middle of a small clearing, she plunged downward. Her wings flared out to slow her decent once she passed the canopy and as soon as her hooves touched the soft grass she galloped off into the tree line.

“Aphid! Are you there?” she hissed out in a loud whisper, “I have something important to tell you!”

Something dropped down with a thud behind her and upon turning around she was muzzle to muzzle with an apricot colored pegasus mare.

“I hope this is important Weevil,” the other pegasus said, “it’s been a very bad day at the hive and the queen has everyling searching for a-“

“A nymph!” Weevil interrupted.

“What?” Aphid balked.

“There is a changeling nymph at the school and not the bad kind!” spouted Weevil, “but she is in the clutches of the enemy and we need to save her!”

“Come with me, we have to get back to the hive,” Aphid said as her features became deadly serious.






One hour and fifteen minutes earlier.


The hive was a swarm of chaos. Drones raced through the tunnels passing reports back to the throne room detailing extensive chamber by chamber searches. Two unconscious changeling mares had been placed on beds of moss near one corner of the throne room, carefully being tended to by a third changeling, and would periodically be wracked with spasming coughs. 

Odonate had placed himself in the center of the room, listening to the constantly incoming reports and barking out orders, as an infuriated queen Chrysalis paced across the chamber floor behind him.

“Aphid! Weevil!” called out Odonate as the older changeling stomped up to them. “What do you know?”

“She’s at the school.” Aphid panted, trying to catch her breath from the frenzied flight to get back as quickly as possible.

With his eyes widening enough to stretch the scars on his face, Odonate stopped dead in his tracks.

“She’s at the school,” Aphid repeated. “Weevil spotted her there with one of the traitor changelings.”

“Are you sure?” he hissed, looking Weevil in the eyes.

“Yes,” Weevil, who had been debriefed on the situation, nodded. “She’s looks and smells undeniably like the queen, it has to be her.”

The old guard’s jaw worked like he was grinding up a mouth full of rocks as he took a second to think over the ramifications of the situation presented to him. Unfortunately for him it was interrupted a moment later.

“My Queen!” shouted out Mosquito as she careened into the room, clutching an item against her chest. “I found something!”

“So much for chain of command,” Odonate grumbled to himself before looking back at Aphid and Weevil. “Come with me.”

Weevil followed the other two changelings as they quickly trotted up to Chrysalis who was using her magic to levitate a scroll before her. A feral scowl twisted the queen’s mouth as she read over the document and it felt like the air around them was being sapped of its warmth. The changeling matron’s eyes glowed so fiercely that Weevil thought the paper would spontaneously burst into flames. Once she finished reading it Chrysalis passed the scroll off to Odonate.

“Where did you find this?” the queen asked Mosquito, hissing through her clenched teeth.

“It was in Leeches room,” Mosquito answered, “hidden in a hollowed out stalagmite. I sort of just bumped into it and the cap fell right off.”

“Find Leech NOW!” Chrysalis roared out causing the nearby changelings to wince and her voice to echo throughout the complex.

Odonate exhaled loudly through his nostrils as he finished the scroll and rolled it back up.

“Weevil, inform her highness what you’ve discovered,” he instructed, his tone grim.

The weight of Chrysalis’s focus fell so fully on Weevil it almost caused her legs to buckle out from under her. The changelings mouth opened and closed like a gasping fish out of water and she almost flinched out of her chitin when Odonate placed a reassuring hoof on her withers. She took a deep breath and told the queen exactly what she witnessed back at the school.

“Leech is gone,” Phasmid reported as he landed next to Odonate. “He was last seen early this morning flying northwest.”

“I want the five of you to gather everyling in the hive,” Chrysalis instructed them. “Quickly.”






Forty five minutes earlier.


The entirety of the hive’s population had been gathered into the throne room. Odonate, Phasmid, and Weevil stood in rigid attention to the left of the throne while Aphid, Mosquito and a third changeling mirrored them on the right. Above them all stood Chrysalis.

“As you all already know, there has been an attack on our hive,” the matron reported to her subjects, “W-what-”

A brief wave of murmurs passed through the room when Chrysalis’s voice wavered and she took a moment to compose herself.

“What many of you may not know is that this act was carried out by a coward,” she continued, her voice echoing out of sync, “against those who couldn’t defend themselves!”

The gathering of changelings quieted fully.

“Following instructions penned by Twilight Sparkle and in cooperation with Thorax, a changeling from our hive named Leech entered the nursery in the middle of the night. He used an unknown debilitating substance on Katydid and Lacewing, the two caretakers, who are still suffering from its effects. He then proceeded to… commit several acts of, carnage.”

Weevil couldn’t help but cringe at the thought and noticed many others around her did as well.

“However the filth spared one cocoon and left the hive with it in his possession,” the queen hissed. “He was last seen heading north in the direction of the pony settlement. Our enemies plan is to use the nymph as a bargaining chip for the surrender of our hive to Thorax.”

A protest of angry hisses and complaints rose from the assembly and Chrysalis had to create a flash of magical green light from her horn to get them to quiet back down. She then nodded to Odonate who stepped forward in front of the throne to face the crowd.

“While we can’t be one hundred percent certain, we have to assume the hives location is known to the Equestrians,” he stated, “and so we will have to evacuate to a new location. Half of you will gather up essentials, the eggs from the nursery and our disabled caretakers for transport to Rambling Rock Ridge. We know there have been sightings of diamond dogs in that area, but they tend to stay along the bottom of the canyon while we will be taking refuge in the caves on the cliff face. Still, remain vigilant.”

Odonate motioned to the other five changelings to his left and right to step forward.

“Phasmid, Weevil, Aphid, Mosquito, Vespid and myself will be escorting her highness in a strike assault on the princess’s school,” he continued briefing. “We have visual confirmation that the stolen nymph is currently in the possession of a representative from Thorax’s hive and we will be making an attempt to rescue her. The rest of you will be inserting yourselves, under disguise, among the local residents. We need you for the last part of our mission.”
> Chapter 20
> --------------------------------------------------------------------------

A lot can happen in a single moment and sometimes you have to replay that moment over again in your mind to really piece together what happened. To him what at first appeared to be a chaotic frenzy of movement was in fact a calculated and well-timed plan of escape.

It started with his mother placing her hoof against the left side of his face so that the right side would press against her neck. By doing this she safe guarded his eyes, covering them both up. There was then a bright flash of light that he could just barely make out around the edges of his mother’s chitin. This was followed by the shouts and cries of the room’s non-changeling inhabitants, plus Ocellus.

He had a brief moment to spy a dome of pink magical energy encasing the alicorn, along with the five other creatures that stood behind her, all of whom bore grimaces of discomfort as they wiped at their tearing eyes. Then his mother’s wings buzzed to life, lifting them both off the ground and out into the massive blue cavern. Odonate flew beside them to the right and Phasmid on the left. Peeking around his mother's neck he could see the other four changelings, each following closely behind them, one of which carried a cringing Sandbar.

Their group descended abruptly to the ground, landing among multiple crowds of ponies that began to point at them and gawk. Circles of green fire began to erupt among the ponies, revealing numerous changelings hidden within their ranks. The infiltrators then set about hissing and snarling menacingly at unicorn, pegasus and earth pony alike, sending them all galloping away in fear. Once the changelings felt they had caused enough havoc they flew off into the air, heading straight over the white smears above and out of the ponies sight.

Before flying off in different directions, the other changelings transformed their appearances into pegasi, while Chrysalis lowered her hooves onto the fluffy surface and placed him down in front of her.

“I’m going to disguise you before we continue,” she explained to him. “Just relax, okay?”

After he nodded his understanding to her, she leaned over and touched her horn against his. A curtain of green magic circled them both, replacing their dark grey carapaces and cerulean manes with buttermilk fur and hair the color of sandstone. Once again she scooped him up with her front hooves and then they flew off, leaving the pony structures behind in the distance.

The sound of rushing wind filled his ears while rolling hills of green passed by underneath. Far off in the distance, in the direction they headed, he could see a gargantuan stalagmite. It stretched like a lumpy unicorn horn toward the blue ceiling and looked to be made of a pale purple stone. On one side of the rock face a large cluster of pony structures had been built. Most were ivory in color and some had been capped with roofs of shimmering gold while others were varying shades of purple.

“Are we going there?” he asked his disguised mother.

“No,” she answered, “we will be traveling this way only a little while longer and then we will be heading south.”

“Back to the hive?” his voice squeaked.

“No, we have to go somewhere else,” she replied while shaking her head. “The hive is not safe anymore.”

She held him a little tighter, her legs cradling him protectively against her chest. He closed his eyes while with one ear he listened to her rhythmic heartbeat, melting into the moment of calm and the feeling of safety. With the hectic events of the day left behind, he drifted into a dreamless sleep.





“Yes, Pupa is safe, did everyling make it here?”

“We are all accounted for my queen.”

“We weren’t followed?”

“Not from what anyling can tell.”

“And the colt from the school?”

“He’s been safely placed in a pod.”

It was much darker when he cracked open his eyes. Instead of being held in his mother hooves, he was laying across her back. Phasmid, and a few other changelings stood in front of Chrysalis, answering any questions she had for them. The entirety of the group stood in a cavern of light blueish grey stone.

“Are Katydid and Lacewing faring any better?” she asked.

“Yes,” a female changeling answered. “They are awake now and the coughing is much less severe. They’ve also reported it was indeed Leech who attacked them.”

“Disgusting wretch…” Chrysalis muttered as her muzzle and gaze both tilted down. “And the pyre?”

“Odonate is personality overseeing the preparation,” a different female changeling said, her tone sorrowful.

There was a long moment of silence and in it he attempted to sit up. His movement roused his mother who looked back at him.

“Would you like to get down?” she asked.

After a nod of his head, she lit her horn up. A field of green magic surrounded him, carefully lifting him up and placing him down next to her. He awkwardly shuffled on his hooves, as he looked from one changeling to the next.

“Should we leave your highness? Phasmid asked, looking up from him and back to Chrysalis.

“Just for a few moments,” Chrysalis said, “wait outside, I’ll call you all back shortly.”

The Changelings all bowed and trotted out of the room, into an inclining tunnel. Chrysalis lowered herself down onto her belly, reached out and pulled him against her neck. Tenderly she nuzzled her face against the back of his head and he found himself nuzzling her in return. The only sound in the cavern now, during their embrace, was of water droplets falling from the tips of stalactites and into puddles on the floor.

“I know I said it once already,” she whispered, “but I am so sorry I let them take you away. I wish I got to see you emerge from your cocoon.”

Breaking the hug, she held him away from her to look over his features. Her horn lit up and he could feel her manipulate his messy mane, straightening it out near the back while tucking parts of it behind his ears to expose his face.

“My little Pupa,” she smiled, “you are such a beautiful daughter.”

“Pupa?” he asked, tilting his head slightly, causing some of his mane to fall back over his face and across his muzzle.

“Your name,” she chuckled gently, “my sweet little one.”

“Pupa,” he repeated to himself and couldn’t help but smile. “I like that.”

“Good,” Chrysalis smirked as she rose to her full height again. “Now then, I want to hear all about what happen to you today but first we have to take care of a few things. I need you to be quite but I also want you listen and to pay attention, okay?”

“Okay.” He nodded up to her.

Chrysalis turned to face the caverns entrance and adapted her posture to one of regality. He tried to mimic her, standing up straight with his wings tucked back and head held straight.

“You may return now,” she called out.

This time accompanied by Odonate, Phasmid and the other three changelings entered the cavern again.

“I wish to formally introduce you all to Pupa,” Chrysalis said to them, “my daughter and princess of the hive.”

“We are at your service princess,” the group of changelings said as they bowed in unison. 






That night 


Phasmid patiently watched from a ledge of a small canyon, a silent guard for the two silhouettes below who sat together in front of a flickering neon green fire. He could scarcely imagine the pain the larger of the two figures was going through, but it must have been immense since he could sense her anguish from so far away. It was an awful emotion, grief; with such a bitter and chalky taste. Phasmid hated that flavor, it reminded him of a bereaved mother and a dejected sibling.

Odonate could also sense the feelings; but because the changeling was standing closer by, on the canyon floor just feet away, it was more than just grief. There was a splash of starchy disgust and the sour metallic tang of anger. It drew his mind back to that day when he was dragged free from a pile of rubble and the fact that he couldn’t stop another traitor; but when he heard his queen speak, his ear perked up and he set aside the memory.





“Pupa, I want you to listen careful to me,” Chrysalis said to him, while she kept her eyes on the flames before her. “I have to tell you something. Though I wish it could have waited till you were older.”

He looked up at her, also able to sense the misery in the queen changeling.

“Life, is not easy,” she continued with the fire reflecting in her eyes. “Changes come and there will be times when you feel overwhelmed. In those times, you can’t just curl up in a dark corner and hide away. You have to keep your pride and continue onward no matter what is thrown in your way.”

The queen went quiet again, and he looked thoughtfully back to the fire. Something inside was nagging at him. 





There was a small closed box; made from a rich cherry brown wood and beautifully polished, displayed at the end of a carpeted isle. It had four golden metal handles attached to it, two on one side and two on the other. Floral arrangements of varying sizes and colors surrounded it.

The strange tall creatures that walked on their hind legs were there and stood in a line off to the side of the box. Each one of them would take a turn to kneel down in front of the box, alone or in pairs, and stare down at it for a short amount of time before getting up and walking away. 





“But isn’t it bad to hold in your feelings?” he asked, voice cracking.

Chrysalis gazed down to him and when he looked back up at her, to the lament in her eyes, he couldn’t stop his tears from flowing any longer. His mother pulled him in against her a second later and he buried his muzzle against her carapace. His ear flicked when something wet dropped against the back of it, and it caused him to look up. Twin streaks ran from his mother’s eyes and down her cheeks.

“No, you can’t always keep them locked up,” she told him, letting one of her hooves stroke the back of his mane. “But you also can’t let them control you. You need to find a balance, the right time and place to let them out.”

He nodded and remained against her, giving his support the only way he could. It must have been enough though because in the bitterness he was tasting, there was the savory hint of joy.
> Chapter 21 - Thorax
> --------------------------------------------------------------------------

Thorax was leaning forward in the plush magenta chair. His lime green front hooves rotated a cup of tea, sitting on a saucer resting on the wooden table in front of him. Solid rose colored eyes that were full of concern reflected back at him as he peered into the surface of the steaming clear brown liquid. The orange mandible like horns on his head glowed a faint turquoise as he levitated a polished silver spoon that bore a mound of sugar which he dropped into the tea.

Sitting across from him in a similar chair was a tired looking Twilight Sparkle, who just finished retelling the events of the previous day. Her mane was a mess, with rebellious strands of hair going any which way, and her violet eyes were bloodshot from a lack of sleep.

“So what do you think?” the mulberry furred alicorn asked as her gaze went from the open scroll in the center of the table to him.

The spoon dipped into the sugar bowl, lifted out a pile of the white granulated crystals, then poured them into the tea cup again.

“Thorax?” asked Twilight.

“Sorry Twilight,” the neophyte changeling king said with ears folded back against his head as he finally looked up at the alicorn. “I’m not sure what to tell you. I don’t know if this is just some kind of twisted revenge plot she came up with or something else entirely.”

“You didn’t see the pain in her eyes,” Twilight said with sympathy as her ears folded back.

“Twilight, she’s the changeling queen,” Thorax stated. “She’s had over a thousand years to perfect her acting skills.”

“But would she really use her own child like that?” asked Twilight. “I mean, leaving her cocoon out where any creature could find it?”

Again the spoon gathered another helping of sugar out of the bowl and added it into the tea.

“I don’t know…” he said, looking down at the scroll and sighing. “The last time she had a brood of her own was hundreds of years ago so I’m not sure how she would have used them. I’m descended from that brood and she never treated me any differently than any other changeling.”

A fourth scoop of sugar left the bowl and went into the cup.

“But when it came to the larva and nymphs,” Thorax continued, “Chrysalis always made sure they were being properly looked after. I can recall her visiting the nursery often and I even remember her being present when I hatched...”

The spoon slipped back into the sugar bowl.

“And I also can’t recall her ever doing something that could seriously endanger any changeling,” he continued. “I mean, we would have to go out and infiltrate to gather love, and there is always the chance you could be caught, but that was just part of being a changeling.”

“What about the invasion of Canterlot?” Twilight reminded him.

“We were starving,” the changeling king said, looking out the window in the direction of the mentioned city, “and at the time we didn’t have a lot of other options to quickly get enough love to feed the hive or know of any other way to collect it. Chrysalis herself was also the one who was in the most danger, replacing Princess Cadence and all alone in doing it...”

Thorax noticed Twilight’s frown at the mention of Chrysalis impersonating her sister-in-law out of the corner of his vision. His horn lit up again and another spoonful of sugar went into his tea.

“I’m not denying what Chrysalis did was wrong,” Thorax quickly put in, “or that she wasn’t enjoying herself and didn’t relish the idea of taking over Equestria.”

“No, I know,” Twilight said with a sigh, “sorry, that was just a really bad couple of days for my family; and I’m the one who brought it up in the first place. But, boiling down everything your saying, it doesn’t sound like Chrysalis would purposely hurt a nymph.”

“No… I don’t think she would,” Thorax eventually agreed. “Especially if it’s her own.”

The room went quiet again as Twilight rubbed her chin with the side of her front hoof. Thorax lifted his cup of tea to his lips but stopped before taking a sip and returned it to its saucer when the alicorn started to speak again.

“So let’s go under the assumption that this,” Twilight motioned to the scroll on the table, “really isn’t part of some scheme Chrysalis came up with. Who would want her daughter foal-napped, and why would they try to make it look like I wanted to use the nymph as leverage to surrender her hive to you?”

“Wasn’t it one of her own hives changelings that did it?” Thorax asked as more sugar went into his tea. “You said the scroll was found in with their stuff.”

“That’s what she told me,” the alicorn confirmed. “Is it possible that changeling did it to try and make it look like we are out to get her?”

“Why would they do that?” Thorax asked. “To try and cause a conflict?”

“I thought of that,” Twilight said. “But again, why? Maybe they don’t like being under Chrysalis’s rule anymore?”

“They could have just joined our hive,” the changeling king said. “We welcome anyling who wants to reform with open hooves. We tell that to any rogue changeling that we’ve come across. We even have a multi-step program.”

“What if they don’t want to reform and also don’t want to be a part of Chrysalis hive any longer?” put in Twilight.

“They could just leave, be a maverick,” Thorax answered. “There have been changelings in the past that have done it, but it’s rare.”

“Well, whatever the reason,” said Twilight as she used her magic to roll the scroll back up, “I think we need to work together and try to figure this out before something else happens.”

“Our hive will help you in any way we can,” Thorax said with a smile.

“Are your changelings able to sense other changelings?” questioned Twilight.

“Well… before we reformed we could, but I don’t think we can any longer,” admitted Thorax while putting a little more sugar into his tea.

“What do you mean?” the alicorn asked, tilting her head at him.

“All changelings put off a pheromone so we can locate each other,” Thorax explained, “Chrysalis more so than any other, being the queen; but when you showed me Fluttershy’s classroom, I couldn’t sense any changeling pheromones other than Ocellus and the other changelings I brought with me.”

“So tracking down rogue changelings or Chrysalis won’t be easy,” groaned Twilight.

“I’m afraid not,” concurred Thorax.

“I guess I could put up a big sign that said ‘Hey Chrysalis, I’d really like to talk to you about your daughters’ foal napping; and if it’s not too much trouble, please return Sandbar because whatever’s going on, I can’t let it involve my students safety’,” Twilight said in jest.

“It would probably be easier,” Thorax agreed, the joke sailing right over his head, “but I don’t think she would go for it…”

Twilight sighed, closed her eyes and started using her front hooves to massage her temples.

“Princess Celestia and Princess Luna have deployed a platoon of royal guards to Ponyville to help search for Sandbar. Do you think any changelings from your hive would be willing to stay around Ponyville for a little while?” Twilight asked. “Maybe they might have a better chance of spotting one of Chrysalis’s rogues.”

“I’m sure quite a few would volunteer,” Thorax said “In fact, Cricket, one of the mares that flew in with me might jump at the chance of finding rogue changelings.”

“Thank you for helping me out Thorax,” the tired eyed alicorn said with a smile. “I really appreciate it.”

“That’s what friends do, right? By the way, this is really good,” he said, licking his lips after finally taking a sip of his tea. “Do you have any I can take back to the hive?”

“Huh? Yeah, sure,” the alicorn said, looking from Thorax to the empty bowl of sugar. “I’ll ask Spike to get a few boxes of it for you.”
> Chapter 22
> --------------------------------------------------------------------------

Once the flames burned out and the ashes had been properly buried, Chrysalis returned with him back into the cliff side cave system. Together they walked down a gradually sloping tunnel and entered a comfortable sized cavern that had been hastily converted into the queen’s personal chamber. Up until then, the two of them had remained morosely quiet.

“Come and sit with me,” Chrysalis said to him as she lowered herself onto her belly among a small pile of pillows. “Tell me about what happened to you before we showed up.”

He obeyed his mother, lowering himself into the cushions beside her so that their carapaces touched.

“I had a weird dream before I left the cocoon,” he told her.

“A dream?” she asked.

“Yeah, with these weird creatures that stood on their back legs,” he continued, “and one kept saying ‘this will be on the test’ and smacked this green rectangle each time he did. They look all weird, with these flat hooves that split apart and wiggle, kinda like Gallus’s claws but not.”

“They do sound weird,” she said to him. “So who is Gallus?”

“A blue cat-bird,” he said. “He was there when I left the cocoon, he got me a fish too. Ocellus said I have to eat more than love and he got it for me.”

“And what else did Ocellus say?” she questioned, eyes narrowing just slightly.

“She said I can’t throw things at ponies if they are doing something I don’t like,” he answered. “I have to tell them to stop. Oh, she showed me how to feed. I don’t think she likes it though.”

“Did she tell you anything else?” she asked.

“Um…” he looked up, trying to remember. “She said I have to behave myself in Fluttershy’s class and when someling says ‘it’s nice to meet you’, I have to say ‘it’s nice to meet you too’.”

“That’s all she said?” she pressed, tilting her head slightly as she regarded him.

“Mmmh…” he thought things over again. “She said I’m not like other nymphs, and that I can’t fly yet because my wings are too small. But I did fly! I flew away from the alicorn when she showed up.”

“You flew all on your own?” she asked. “Well, that is amazing.”

“Yeap! I flew from my cocoon all the way across the room,” he went on, smiling from the praise and buzzing his little wings excitedly. “Then I threw stuff at her so she would go away.”

“Did you hit her with anything?” she inquired, a small smirk on her face.

“No, she ran away,” he said, “and when I tried to get her when she came back, she ran away again. Then Ocellus showed up and I made her friend Starlight faint because I fed too much. Oh, Ocellus said I have to be careful not to do that, I forgot.”

“Starlight? Starlight Glimmer?” she asked, a grin gracing her muzzle.

“I don’t know,” he answered, shrugging his withers. “She just said Starlight.”

“Did she look like this?” she asked him before a heat-less green flame surrounded her and a pinkish pony with a purple and teal striped mane sat in her place.

“Yeah!” he exclaimed. “That’s the pony!”

Chrysalis chucked to herself before reverting back to her natural form and he could sense a wave of pride radiate from her.

“Well, it’s no harm if you feed too much from her,” she told him and nuzzled his cheek affectionately. “But you will have to limit how much you feed off other ponies. If you drain them too much you can’t feed from them again later.”

He nodded to her in understanding.

“Now then, what about the other creatures?” she asked. “What did they talk about?”

“Um, lots of stuff,” he told her.

“Well, did they say anything about how they found you?” she queried.

“Yona found me in a tree,” he answered, “and they didn’t know how I got there. And they couldn’t take me home because they didn’t know where the hive is.”

“Really now…” she trailed off and glanced across the room at nothing in particular, “they don’t know where the hive is. That’s interesting.”

“Will we go back to the hive soon?” he asked her, before letting out a large yawn.

“We might one day,” she said, covering her own muzzle, infected by the yawn contagion. “How about for now we get a little rest; I’m sure you’re very tired.”

“Will you be here when I wake up?” he asked her, and regretted it when he sensed sadness from her.

“I will be,” she softly said, her eyes full of regret. “I promise this time I will be.”

He nodded, rested his head against her, before closing his eyes and drifting off to sleep.





Sometime later the feeling of pressure near his back end caused him to awaken. Groggily he climbed to his hooves and wobbled over to a corner of the room where a patch of moss had been placed. Barely thinking, from still being half asleep, he reared up and placed his front hooves against the stone wall. When he started to relieve himself he became confused as his tail became heavier; and wet.

Instinctively he looked down his belly, toward the area between his rear legs and something in his tired mind told him that a few objects were missing. Twisting his head around, he looked behind him at his now soaked tail and the growing puddle on the cavern floor.

Suddenly it made sense, why every creature around always referred to him as ‘her’. He couldn’t really put together an explanation to the unexpected realization. It was like a switch had been turned on. Just like how he knew about the ferrets, the knowledge about the physical differences between being a male and female had seemingly just spawned in his brain.

“Pupa,” Chrysalis called out, standing up from the bed of pillows and walking over to him. “Is something wrong?”

A look of incredulity formed on Chrysalis’s face when she spotted him and he felt his cheek growing hot from embarrassment. He lowered his front hooves back to the floor before turning around to face her.

“I, had an accident…” she said sheepishly.
> Chapter 23 - Mother Chrysalis
> --------------------------------------------------------------------------

Despite her centuries of life, Chrysalis had never come across a changeling as surprising as Pupa. The youth listened, followed instructions, and was already able to communicate as if she was well past her first molt. When she first interacted with her, back when she was still a larva, she knew the nymph would be gifted; it was the reason she prepared her for queendom after all; but it was still astounding to see just how smart Pupa seemed to be. It was also the reason she was so thrown off when she caught the little nymph relieving herself in such an odd way.

She understood from past experiences that larva and young nymphs had accidents, but the strange pose her daughter had taken to pass water and cause the mess was still baffling. Not only that, but the fact that Pupa was so embarrassed by the faux pas showed the little nymph knew she did something wrong.

“Well then, I guess we better get you cleaned up,” Chrysalis said to the nymph.

Her long horn glowed a soft green and Pupa, along with the clump of moss, lifted up into the air. The moss moved into the center of the puddle to soak up the mess and then Chrysalis used her magic to wring out her daughter’s tail so she wouldn’t drip all over the hive.

“I’m sorry…” Pupa said meekly with her ears folded back against her head.

“Mistakes happen,” the queen responded, her tone even so as not to scold Pupa, but also reflect that she wasn’t pleased by her gaffe. “But I trust you know not to do that again.”

“I won’t,” Pupa said as she was placed back down onto her hooves.

Chrysalis walked over to the cavern entrance and motioned for her child to follow. Once Pupa had caught up to her the two of them went off into the tunnels. Luckily it wasn’t long before she found another changeling, specifically Mosquito.

“Mosquito,” the queen called out to the approaching infiltrator, “is there someplace we can have a bath prepared?”

“Oh yes, your highness, there is a little cavern with a depressed floor,” Mosquito confirmed while she made a gesture to pantomime the shape of a bowl. “We would just need to fill in a few cracks, bring some water in and it should work out just fine.”

“Excellent, make the preparations then,” Chrysalis instructed.

“At once my queen, princess,” Mosquito said with a bow to each of them before swiftly darting off back down the tunnel.

“I should have asked her for directions first…” muttered Chrysalis to herself.





One thing you can’t say about changelings is that they are slow to complete a task. Mosquito had quickly recruited a group of drones and so, slightly less than an hour later, Chrysalis and her daughter stood at the rim of a small pool of water just big enough to hold half a dozen changelings. The infiltrator had even managed to scrounge up a scrub brush.

“Do you wish for me to assist your highness-es or would you prefer privacy?” Mosquito asked.

It had been sometime since Chrysalis allowed herself the luxury of an attendant and maybe it wouldn’t hurt after the extremely vile and despairing day. Not to mention the future stress she'd have to deal with while learning more about the attack on the hive and how she’d punish the parties involved.

“You may, Mosquito,” the changeling queen said before lighting up her horn and sending a beam of magic into the water to warm it.

Once the bath was the proper temperature, Chrysalis waded in. Even at its deepest point and lowered onto her belly, her head and some of her neck easily rose above the water’s surface. Mosquito directed Pupa over to a little shelf that had been constructed for her smaller stature and the nymph tentatively dipped in one of her hooves before she joined her mother for the soak.

Mosquito set right to work, flying above the bath and using a pitcher to scoop up some of the warm water. Chrysalis tilted her head back and the infiltrator gently rinsed her mane before carefully running the brush through it to remove any tangles. Once Mosquito finished with her mane Chrysalis stood up again so the same treatment could be done with her tail.

Chrysalis was a little bemused when she looked over to check on her daughter. Instead of splashing around and playing the nymph sat quietly, staring down at the strands of her tail that floated on the surface of the water. Out of curiosity the changeling queen opened her senses to discern the child’s emotions; unexpectedly she tasted confusion.

“Is something wrong?” she asked Pupa.

The nymph blinked her large eyes a few times, seeming to come out of a deep thought.

“No…” the nymph said unconvincingly as her eyes looked downward again.

“Nothing at all?” Chrysalis prodded. “Something seems to be on your mind.”

“Nothing,” Pupa softly said as both Chrysalis and Mosquito regarded the child quizzically.

The changeling queen glanced at the infiltrator who had paused in her duty. After she properly inferred Chrysalis’s glance, Mosquito returned to her scrubbing, working the brush over the dark carapace of her flank.

“Maybe you have a question about something?” the queen pressed.

“No, I’m still just a little tired,” her daughter deflected.

“Well, if later you want to ask me anything, you’re more than welcome to,” said Chrysalis.

Figuring the child would eventually come around on her own and speak her mind, the matron closed her eyes as the brush worked over her withers; the bristles pleasantly tingling her hide.

Once Mosquito finished with her body, Chrysalis lowered herself back into the comfortable warmth of the water. The diligent infiltrator landed next to the edge of the pool by Pupa and began the same grooming ritual for nymph.





After finishing their bath, Chrysalis lead Pupa back to their temporary chamber. They had barely made it through the entrance before Odonate’s gruff voice called out from behind her.

“My queen,” the guard said as he trotted down the tunnel and stopped a few feet away to bow to each of them. “Princess.”

“Odonate,” said the changeling matron. “Perfect timing, I have orders I wish for you to relay to the others.”

“Yes your highness but first I need to inform you that we’ve spotted troops from Canterlot arriving at the nearby pony settlement,” he said.

“I’m surprised to see Celestia move her fat rump so quickly,” Chryaslis said with a scoff. “Do you know how many?”

“Eight pegasi, seven unicorns, six earth ponies and three thestrals,” the guard listed.

“Thestrals? Interesting,” the queen said.

“What’s a thestral?” Pupa shyly asked.

“A bat-pony hybrid your highness,” Odonate answered promptly.

“Why don’t you show her Odonate,” Chrysalis said.

A ring of green flames swirled around the guard changing his appearance to a stallion with ash grey fur and a dark cobalt mane. He looked similar to a pegasi except for four obvious differences. The fur on his ears fluffed out at the tips, two small fangs protruded from the corners of his mouth, his eyes were silted reminiscent of a changelings, and instead of feathery wings he had a set with leathery membranes that connected together three long jointed digits.

“This is a thestral,” Odonate began to explain. “Unlike a Pegasus or a true bat, they have excellent night vision, almost on par with our own. Their sense of hearing is also highly acute and they can use it to help navigate through pitch black darkness. Night Pony is another name they are often referred to as, due to their preference of being active after the sun goes down.”

“Oh,” Pupa simply said, “thank you.”

Odonate nodded, returned to his normal form and moved his attention back to Chrysalis.

“Thorax and three of his changelings have also been spotted arriving at the princess’s castle in the early hours,” the guard said.

“So twenty-four Canterlot guards,” the queen grumbled, “and four traitor changelings. Is there any chance that the ponies have figured out a way to detect changelings yet?”

“Not to our knowledge,” replied Odonate, “and from Weevil’s debriefing on her time at the school and around the diplomat from Thorax’s hive, I don’t think the traitor changelings can either.”

“Interesting,” Chrysalis said. “I know we were distracted in escaping with Pupa at the time, but do you recall being able to sense any pheromones from the diplomat?”

“Not that I can recall,” answered the guard, “not even when I was holding Pupa who had been in direct contact with her.”

“We’ll have to do a little research to be sure they can’t identify us,” the queen said, “and see if we can find a way to sense them. I’d like Weevil to return to her scouting mission at the school but I don’t want to risk losing anyling.”

“Weevil is young but she’s proven to be competent enough,” said Odonate. “She’s already gone undetected for months. I think she’ll be alright.”

“Very well,” nodded the queen, “have her return to her post and make sure she knows to be extra careful while around the guards or traitors; and have Aphid return to the Everfree forest, I want her to keep an eye on the ruins and the entrances to the hive there. Let’s see if it’s under observation and if its whereabouts are really known to the Equestrians.”

“Yes your highness,” complied Odonate.

“Now then,” Chrysalis began, her tone taking on a slight edge, “Leech needs to be located and I was considering Vespa for the job of hunting him down.”

“I agree,” said the guard. “She’s an accomplished tracker.”

“I would prefer the scum be captured and returned to me alive,” the queen said, “but if he’s held up someplace where we can’t reach him, the knowledge of his refuge will have to suffice for now.”

“With Leech gone a new changeling will be needed to gather love from the other infiltrators we have scattered around,” Odonate reminder her. “Mosquito could fill that role.”

“No, I like having her close to the hive,” Chrysalis said after thinking about it for a moment. “She’s too proficient at gathering resources. How about Scarab or Featherwing?”

“Scarab is the stronger flyer,” Odonate said.

“Very well,” said Chrysalis, “send him out to see Cicada first, she collects the most love out of all the infiltrators and we need the extra strength right now.”

A growl off to the side caused both older changeling’s ears to perk up. Both she and Odonate looked over at her daughter who had been unusually quiet and patient for a nymph. The growl noise repeated, coming from Pupa's stomach.

“Speaking of collecting love,” Chrysalis said with a gentle smile, “why don’t we visit your green pony ‘friend’ and get a little something to eat.”
> Chapter 24
> --------------------------------------------------------------------------

Pupa watched as the hairs from his—from her tail floated over the surface of the warm bath water. It was going to take a bit of getting used to, thinking of himself as a female. It’s not that being female was really upsetting for the nymph, it was that her thought process had automatically established itself as masculine when thinking of herself.

“Is something wrong?” Chrysalis suddenly asked her.

After blinking her eyes a few times and pushing the quandary aside for the moment, she looked up at her mother.

“No…” she said looking back down at her front hooves and at how they were distorted by the water’s surface.

“Nothing at all? Something seems to be on your mind,” her mother prodded.

“Nothing,” she mumbled, unable to even understand how to put the question about her internal identity into words.

The sound of the brush going over her mother’s carapace had stopped and she peeked over at the other two changelings. Chrysalis was looking back at Mosquito from out of the corner of her eye and when Mosquito noticed this she returned to groom the larger changeling.

“Maybe you have a question about something?” pressed her mother.

“No, I’m still just a little tired,” Pupa lied, feeling a little knot of guilt tie up in her chest.

“Well, if later you want to ask me anything,” Chrysalis said, seeming to let the matter go for the moment, “you’re more than welcome to.”

Once again left to her thoughts, Pupa peered down at her reflection on the surface of the bath water. While staring into the vertical pupils of her green eyes, she realized this was the first time she really got to see her face since her metamorphosis. She studied her features, slightly tilting her head from side to side, and had to note just how similar she appeared to her mother, even down to her natural dark green eye lids. Of course there were differences, such as her height, her smaller horn and the shorter length of her hair.

The shadow of Mosquito passed over Pupa, causing the little nymph to glance up as the changeling landed on the edge of the makeshift tub. The attendant placed down the empty pitcher she carried in her front hooves but continued to hold the scrub brush in her magical grip, letting it float in the air next to her.

“Are you ready for your bath now your highness?” asked Mosquito.

Pupa looked over at her mother, who again had lowered herself back onto her belly and now had her eyes closed. From the easy going attitude the queen had about her own cleaning, she figured it was fine and so she nodded her consent to the attendant.

“Princess, please tilt your head back and close your eyes,” Mosquito instructed as she filled up the pitcher with water, “and I’ll rinse your mane first.”

The nymph complied, then the comfortable feeling of warm water ran through her hair and down her neck. Mosquito repeated the step one more time before lifting a section of Pupa’s wet mane, gripping it between two hooves and running the brush through it to remove any tangles.

The remainder of the bath continued uneventfully.





Clean and dry, the two royal changelings trotted back down the hallway leading to their chamber. Just before going inside they were stopped when Odonate called out to them from back down the tunnel.

Pupa quietly listened to her mother and the guard discussing ponies, how many of what kind were where and something about a creature named Celestia who had a big butt. She purposely interrupted them once to ask what a thestral was because her mother said it was interesting. After that she attentively followed their discussion about which changelings would be assigned what jobs until her stomach growled, interrupting them a second time.

“Speaking of collecting love,” her mother said while gently smiling down at her, “why don’t we visit your green pony friend and get a little something to eat.”





The first thing Pupa noticed when entering the new chamber that her mother had led her to was the large pale green cocoonish object that hung down from the cavern’s ceiling. Unlike the cocoon she herself had created from silk, this one had an almost polished looking surface that reminded her of an oversized green gem stone. Other than that the room appeared to be empty and unremarkable.

“You said the pony from the school was here?” she asked, looking up at Chrysalis.

“He’s is, he’s just up there,” her mother clarified, motioning with her head to the cocoon.

“I can’t see him,” Pupa said, squinting her eyes.

“I’ll show you,” responded Chrysalis before scooping up the little nymph.

Her mother’s wings began to buzz, and the changeling queen lifted from the stone floor to hover before the cocoon. Now that she was up close, Pupa could see the still form of the pony named Sandbar within.

“He’s not moving…” she whispered. “Is he… dead?”

“No, he’s quite alive,” Chrysalis reassured her, giving the pod a slight nudge.

Inside Sandbar opened his eyes just a crack. The earth pony didn’t give off any indication that he was aware of the two changelings watching him and just shifted his legs a little before closing his eyes again.

“He’s sleeping?” Pupa asked in a soft voice while moving her face closer to the cocoon.

“In a sense he is,” her mother explained. “The hibernation pods that we hold ponies in cause them to enter a trance like state. For them it will feel like they are in a pleasant dream and they will produce love for us to eat.”

A ribbon of pink mist flowed out of Sandbar’s body and into her mother’s open mouth. The earth pony squirmed just a bit until she stopped, then went still again. Chrysalis then let out a pleased sigh.

“Just like that,” the queen said. “Now you try.”

Chrysalis placed Pupa’s hooves against the pod and the little nymph clung to the transparent exterior of the cocoon just as easily as she had to the wall back at the school.

“What if I take too much?” she inquired, looking back at her mother from over her withers.

“I’ll stop you before you do,” Chrysalis answered. “You can’t be afraid to eat, so go ahead now, you need to keep up your energy.”

Pupa had a weird little urge when she looked at the sleeping pony; so on a whim she stuck out her tongue between her lips and then blew air out through her mouth to create a rather rude noise. This only caused Sandbar to twitch one of his rear hooves.

“Pupa, don’t play with your food,” her mother halfheartedly scolded, “at least not right now. We still have a lot to do today.”

After a nod of her head and a slight adjustment of her legs, Pupa opened her mouth and began to draw out the incredible savory taste of Sandbar’s love. She also got the answer to the question she had asked herself the day before. 

Each pony’s love does seem to have its own unique splash of flavor.
> Chapter 25 - Lieutenant Silverspark
> --------------------------------------------------------------------------

Lieutenant Silverspark watched as Sergeant Cyclone and Sergeant Shield directed the rest of the troops under his command in setting up their camp. After having just finished receiving an update on the changeling situation from Princess Twilight Sparkle, he was now mentally going over the logistics for their campaign. They all might be here for a while with how difficult it would be to detect changelings, he knew that from previous experience.

“Private Volley, watch where you’re flying!” Sergeant Cyclone yelled out, a little too late.

The rear end of the Pegasus, who was flying backwards while carrying one end of a large wooden chest, collided hard into Private Strike. The earth pony mare toppled onto her side and released the rope to a corner of the command tent that she had been holding in her teeth. This caused the structure to collapse on Private Reprise who was inside bracing the central pole. The struggling unicorn mare’s head tore through the canvas roof thanks to her horn.

Silverspark let out an irritated puff of air from his nostrils and bit back the expletives he was about to unleash. The excitement of their arrival had attracted quite a few foals from around the town and many of them still observed the troops as they prepared their outpost. He didn’t want to be a negative influence on them.

“You yaldson Private Volley!” roared Sergeant Cyclone who apparently forgot or didn’t care about the present youths. “Where under Celestia's sun did you learn to fly!?”

“Sorry Sir!” Private Volley apologized.

“What’s a yaldson?” a green eyed, light grey unicorn filly asked her friend.

“I don’t know, let’s ask your sister,” the cerise maned, orange coated pegasus responded.

“Celestia help me…” mumbled Silverspark before he shouted out. “Cyclone, Shield, I want this camp up in less than twenty-five minutes and I want everypony assembled for mission briefing!”

“Yes Sir Lieutenant!” the two sergeants replied.





Twenty-one minutes later, Silverspark surveyed his troops. Thanks to their golden enchanted armor, each pony appeared to have the same uniform fur and eye color. For the earth pony and pegasi, it was powder white fur with blue eyes. For the unicorns and bat ponies, grey fur with orange-yellow eyes, however the barding for the bat ponies was a blueish purple.

A non-pony would probably have trouble discerning one guard apart from the next but if you knew the ponies scent and body language you could tell who was who.

“As you all know,” Silverspark started, slowly walking down the line of guards, “Queen Chrysalis has returned along with some rogue changelings. We have been deployed to track down their current location and rescue an earth pony colt by the name of Sandbar.”

Silverspark halted in front of Private Volley and stared at him briefly before continuing.

“Sandbar’s cutiemark consists of three sea turtles,” he informed them. “His fur is a pale spring green; his mane is a light cyan mixed with moderate opal; his eyes are a light sea green and his tail is cut short. If you have trouble remembering that, his parents have supplied us with some photographs of him.”

The lieutenant stopped walking and turned around once he reached the end of the troop line.

“Other than Sandbar no other citizens have been reported missing, yet,” the unicorn continued as he walked. “What we are going to see very soon is every stallion, mare and foal pointing their hooves at each other and claiming somepony is a changeling because they let out a fart.”

Down the line somepony made a soft snort, trying to hold back a laugh.

“I’m glad you think that’s funny Private Blaze,” said Silverspark to the unicorn stallion, “you’re my first volunteer for the job of going around Ponyville and recording any information the townsfolk have concerning changeling sightings. Now, would anypony like to step forward to assist Private Blaze?”

“I will sir!” Private Volley said.

“That’s very generous of you Private Volley,” said the lieutenant, “but I have a different assignment for you.”

Private Volley stepped back into line with a slight crinkle to his snout, most likely at the thought of the many unpleasant jobs he could be given.

“Private Spring and Private Coldsteel,” Silverspark said, “you two will be working with Private Blaze.”

“Yes sir!” Private Spring, a pegasus mare, and Private Coldsteel, an earth pony stallion, said as one.

“Now what you may not know,” Silverspark said, his tone turning grim, “is that the changeling queen now has a daughter. In other words, we are now dealing with not one but two changeling queens. I’m sure you’ve heard the expression ‘don’t come between a mother bear and her cub.’ Well, for us its ‘watch your rump if you find yourself between Chrysalis and her foal,’ understand?”

The lieutenant let a moment pass for the information to sink in for the troops.

“I will be splitting up some of you into three teams to scout the surrounding areas,” the lieutenant went on. “Alpha Team, led by Sergeant Cyclone, will be searching the White Tail Woods and the northern farmlands. Corporal Stardust along with Private Daydream, Insight, Sky and Claymore, you five on Alpha Team.”

The unicorn reached the opposite end of the line and turned around again.

“Bravo team will be led by Sergeant Shield and will be searching around the Everfree and Saddle Lake,” he continued. “Private Tradewind, Breeze, Spark, Strike and Dustoff, you are on Bravo Team. Charlie team will be led by Corporal Nightshade and will be searching Ghastly Gorge and Rambling Rock Ridge. Private Dewdrop, Larkspur, Cloud, and Hope, you are on Charlie Team. Are there any questions?”

Nopony spoke up.

“Private Volley,” Silverspark said, stopping in front of the pegasus. “Princess Twilight has informed me that some reformed changelings from King Thorax’s hive are here and will be assisting in locating the rogue changelings. You and Private Reprise will be going to meet up with them at the princess’s castle to assist in their endeavor.”

“Yes sir,” Private Volley said, doing a good job of keeping his face neutral if he was put off by his assignment.

“Yes sir,” dittoed Private Reprise.

“This should be a given,” said Silverspark, “but I’ll waste my breath saying it anyway. You are all to stay together. I don’t care what the situation is. I don’t care if you have to use the little pony’s room. I don’t care if Harmony Honey comes along and shakes her tail for you. You are not to go off alone from your group. I don’t need somepony under my command getting replaced by a changeling. If it happens I swear I will personally find you. I will pull you out of the pod they stick you in; and I will make you wish that I left you behind and just kept the changeling instead. Do I make myself clear?”

“Yes sir,” the troop shouted in unison.

“Good,” Silverspark nodded. “Hardtack and I will be going to the princess’s school to see what we can learn. The rest of you see what you can find and return here an hour before Celestia sets the sun. Dismissed.”

It only took a few moments for the teams to assemble under their leaders and move out.





Later Lieutenant Silverspark and Private Hardtack trotted down the path leading away from the School of Friendship. They passed by many students as they crossed the campus grounds. Some of them moved about in groups, going to and from classes. Others talked with each other as they lay in the soft green grass under the warm sun.

They had just finished talking to one rather forlorn looking party in particular, consisting of many different creatures including a reformed changeling, who now sat quietly along the edge of the small pond that surrounded the front of the school.

“It’s unfortunate no pony had any more useful information,” Private Hardtack said, looking back over his withers.

“I had an inkling it would be a dead end,” the unicorn frowned. “The changelings did a good job of causing confusion to cover their escape.”

“Do you think we might have to resort to scanning every pony with magic to see if they are a changeling?” the earth pony asked.

“I don’t know how well that will go over,” the lieutenant said. “The ponies in Canterlot put up a big fuss when we started to do that there after the royal wedding. The spell doesn’t feel very pleasant.”

“It is uncomfortable,” Hardtack said with a shiver. “I remember when it was used on me, puts your entire body on pins and needles, leaves you feeling empty for a moment too.”

“That’s because it briefly cuts off you’re connection to magic,” Silverspark reminded him. “No pony or changeling enjoys that.”

“You know, my grandmother used to crush up lavender flowers and rub it on our hides when me and my brother were foals,” Hardtack said. “She did it to keep flies off of us in the summer.”

“I take it your suggesting there might be a natural changeling repellent somewhere,” implied the unicorn. “Well, if there is, the alchemists in Canterlot haven’t found it yet.”

The two guards stopped and their ears twitched at the sound of barking. A brown and white collie went zipping past, followed by a light yellow filly with a large pink bow in her red mane. The dog stopped and sniffed around on the ground before barking at a set of bushes.

“Good girl Winona!” the little earth pony filly said in an accent. “Scootaloo, Sweetie Belle, I know y’all are in there.”

“Apple Bloom!” a voice from the bush said. “That’s not fair!”

“Yeah!” said another voice. “Using Winona at hide and seek is cheating.”

“Well, ya never said ah couldn’t,” the earth filly said with a smirk to the unicorn and pegasus fillies that crawled out from under the bush.

Both Silverspark and Hardtack watched the dog as it happily bounded in a circle around the arguing fillies.

“Hardtack,” Silverspark said and cracked a small grin. “I just had an epiphany.”
> Chapter 26
> --------------------------------------------------------------------------

Pupa, full of energy after her meal, cantered quickly alongside her mother as she walked down a tunnel leading deeper into the cavern complex. Every now and again she would jump up and buzz her little wings to fly for a few seconds. She would then start to lag behind and so once she landed, had to gallop to catch up with Chrysalis’s longer strides.

“Mom?” she asked in the middle of one of her short flights. “Can I have a ferret?”

“Pupa, you just ate,” Chrysalis said, turning her head to look at the airborne nymph.

“NO!” the little changeling said, aghast. “Not to eat! As a pet.”

“Aren’t they just large smelly weasels?” her mother asked, crinkling her muzzle up as if an offensive odor dared to grace her nostrils.

The little nymph went into a long explanation about ferrets that her mother was patient enough to listen to without interrupting.

“Maybe when you’re older,” Chrysalis said once Pupa finished her lecture, “and we have a secure hive again.”

On the verge of arguing a rebuttal about her age, Pupa abruptly closed her mouth. She had a sudden notion that once an adult said ‘maybe when you’re older’ it meant no and no amount of debating would change their mind.

“My queen!” spoke a voice from up ahead.

At the end of the tunnel, in the center of a chamber, a pair of changelings stood next to a large dark hole in the floor. As they approached, both bowed down in greeting. Chrysalis nodded slightly in acknowledgement and Pupa shadowed her mother by doing the same.

“Do you know where it leads?” the changeling queen asked, motioning to the crevasse.

“Tsetse went down to see your highness,” said one of the changelings. “She should be back in a moment.”

Pupa crept closer to the edge of the pit and despite her keen darkvision, she could only see a few meters down. There was also a slight stench rising up from below that had her picturing a wet furry four legged creature with a pointed snout, wagging tail and floppy ears.

“It smells down there…” the little nymph said just before her mother’s hoof crossed in front of her and pulled her back.

“Diamond dogs, your highness,” said a raspy female voice from the pit.

A black hole ridden leg reached over the edge of the cavity and pulled up the changeling attached to it. Once she stood again on her four hooves she bowed to Chrysalis and Pupa.

“Are there a lot?” the queen asked.

“I’m not sure of the exact number,” said the changeling who Pupa assumed to be Tsetse. “But I did see a few of them sleeping in a pile together in an offshoot cavern below.”

“Diamond dogs are exceptional diggers,” said Chrysalis as she leaned over the hole and narrowed her eyes in thought. “They can also be adept at climbing too with their large claws. Their sense of smell is keen enough that they’ve been able to tell a disguised changeling from a real diamond dog in the past.”

“Should we just seal up the pit then?” asked the changeling that first greeted them.

“How big were the ones you saw?” the queen asked Tsetse.

“Larger than me,” Tsetse said as a flicker of green fire circled around her and replaced her appearance with that of a reddish brown furred creature that was two heads shorter then Chrysalis.

At first she just stood on her hind legs but then she hunched over and used her long front legs for support. Instead of hooves she had three toed paws at the end of her rear limbs and massive four digit claws on the front ones. Her eyes were a pale yellow with beady black slit pupils and one of her ears pointed up while the other flopped forward over her head. It also appeared as if her jaw had a big under-bite.

Pupa wrinkled her snout, the diamond dog reminded her of a squished down hairy version of the freaky creatures in her dreams. Her mother didn’t appear to be very thrilled too with a frown creasing the corners of her mouth downward.

“Is this is the only way into the lower caverns?” asked Chrysalis, looking over to the first changeling.

“That we’ve discovered my queen,” he answered.

“Do another search of the complex and make sure there are no more ways up,” her mother instructed. “Then seal the hole; start down about two meters deep with a thick layer of resin, fill it to the top with gravel, rocks and dirt and put another layer of resin over that. If they try to dig into it we’ll hear it fall in on their heads.”

Tsetse shifted back into her natural form and bowed along with the other two changelings.

“Yes your highness,” they said.





“Are diamond dogs dangerous?” Pupa asked her mother as the two of them headed back into the upper tunnels.

“They are physically strong but the majority of them are as dumb as the rocks they dig,” Chrysalis answered. “I find them to be more annoying, but they can be trouble for a lone changeling.”

“Why they are called diamond dogs?” the nymph asked.

“Because they like to collect precious stones,” said Chrysalis, “but I don’t know what they do with them other than hoard them.”

The scent of fresh air wafted through the tunnel now and Pupa could see little beams of light up ahead. A few changelings were pointing at different features along the passageway, nodding or shaking their heads at each other. When they spotted the two royal changelings approach they stopped to bow and give the usual greetings.

“Is something wrong?” Chrysalis asked.

“Well my queen, there are several ways into the cave system,” began one of the changelings.

“And we’re unsure how many of them we should close off,” finished another.

“How many ways in are there exactly,” the queen asked.

“Nine large entrances and thirteen small ones,” said the third changeling.

“Fifteen small ones,” the first drone corrected.

“How big are the large ones?” questioned Chrysalis. “Pony sized? Dragon sized?”

“One is big enough to let about a dozen changelings through at the same time,” the first changeling answered. “The rest can let one to three pass side by side.”

“And the small ones?” she queried.

“Mouse to pony foal sized,” the third changeling said.

While Chrysalis went quiet, looking back along the tunnel as she thought to herself, a tiny breeze brushed past Pupa. It caused her mane to sway gently and she turned her head left, looking at a fissure in the stone that appeared to be the source. The little nymph strayed closer to the spot and knelt down to peer inside.

A fuzzy brown spider had constructed a web within and appeared to benefit greatly from the location, if the discarded empty husks of its previous meals were of any indication. When it noticed the nymph, the spider held up its front legs and swayed from side to side on its rear ones.

Pupa smirked, and looked over to another crack in the stone where light shined in. She climbed up the wall a little to reach it and spied another spider inside; though this one was currently in the middle of constructing its web and didn’t appear to mind her voyeurism.

“If we fill these holes you’ll lose your homes...” she frowned to herself.

“Princess?” one of the changelings behind her said.

“The spiders,” she said, looking back over her withers. “They’ll lose their homes if we fill the holes in.”

The changelings all looked from one another in confusion and then to Chrysalis who only quietly observed the interactions at the moment. When the changelings realized the queen wasn’t going to step in, one of them took the initiative to explain.

“We’ll yes, but we fill the cracks in the tunnel in for our own protection,” said the changeling.

“Could you move the spiders somewhere else before you do?” Pupa asked.

“I... suppose we could,” the changeling said, “if that’s what you want?”

“Yes,” the nymph firmly said.

“As you wish princess,” the changeling said.

“Pupa,” spoke up her mother, who had a slight smirk across her muzzle, “what would you do to stop a creature from entering the hive through the larger openings?”

Perplexed at first, Pupa just blinked at Chrysalis. Her ears twitched at the sound of a small buzzing and she looked away, back at the spider as it continued its web building. A small light blue insect flew in from outsize and immediately became ensnared on a few of the sticky strands. Her eyes widened as the spider quickly set upon the stuck prey, wrapping it up for later.

“We can trap the entrances?” she asked, looking back at her mother.

Chrysalis beamed at the answer.
> Chapter 27 - Ponyville Guards
> --------------------------------------------------------------------------

Private Swift Volley stood in front of the Castle of Friendship’s large golden entrance doors. In the polished surface he could see the reflection of Private Rhapsody Reprise standing behind him, using her hoof shoe as a mirror to check her teeth. Rolling his eyes, he lifted a front leg and knocked firmly. A moment later the door cracked open and a green reptilian eye peeked out at them.

“Oh, hey,” said the small purple dragon who opened the door fully and whom Swift assumed to be Spike, Princess Twilight’s assistant. “If you're looking for Twilight she went to check on Starlight back at the school. Did something happen?”

“No sir,” said Rhapsody who moved in to step beside Swift. “Lieutenant Silverspark sent us to offer aid to Thorax’s changelings.”

The little dragon snorted, covering his mouth with his claws to stop from laughing. Swift and Rhapsody looked at each other, the unicorn seeming confused and the Pegasus a little annoyed. Spike cleared this throat and composed himself.

“Well, you just missed them,” the dragon said, “they asked for some bits and went off into town to get supplies.”

“Supplies?” asked Rhapsody, “for what?”

“I’m not sure,” shrugged Spike. “But they asked where they could go to get lumber and paint.”

“Why would they need lumber and paint?” queried Swift.

The dragon made a noise, kind of like a hum, that would have sounded like ‘I don’t know’ in words and shrugged his shoulders again.

“Well, could you tell us where we should look for them?” said a slightly exasperated Swift.

“I told them to check over at Trees and Timber and Paints and Palettes, “said Spike. “If you hurry you should be able to catch up with them.”





Private Sunlight Spring rapped on the door of a quaint little cottage and waited with her two fellow guards, Luminous Blaze and Sharp Coldsteel. After waiting for almost a minute the pegasus mare lifted her hoof to knock again but stopped when the door creaked open. Standing just on the other side of the portal was a light yellow earth pony mare with green eyes and a light orange mane.

“Oh, can I help you?” the mare asked, looking nervously at the three guards.

“Good afternoon ma’am,” Sunlight said to the mare, “is your name Junebug?”

“Yes,” confirmed the mare, “that’s my name. Is there something wrong?”

“We just have a few questions for you ma’am,” Sunlight said, “and we would appreciate your cooperation.”

“Er, well, I suppose I can do that,” Junebug said, shifting her weight from one hoof to the other.

“Would you be able to tell us were you where yesterday when the changelings attacked the School of Friendship?” asked Sunlight.

“I was out collecting blue columbine flowers,” the mare answered, “thank goodness too. I’d hate to have been here when that happen.”

“Did anypony see you while you were out collecting flowers ma’am?” asked Private Coldsteel, an earth pony stallion, who stepped beside Sunlight.

“I um… let me think,” Junebug said, biting her bottom lip. “I left early in the morning and I remember waving to Miss Cheerillee while she was standing outside the school house.”

Sunlight looked back at Luminous Blaze as the unicorn stallion took notes with a pad of paper and pencil he levitated with his magic. She also noticed that the pony who tipped them off to check on Junebug, a light dusty purple coated mare with the blue mane, was watching them closely from her cottage.

“Wait, do you think I might be a changeling?” Junebug asked in an annoyed tone.

“We’ve received a report that you’ve been acting strangely since yesterday ma’am,” said Sunlight, looking back to Junebug.

“Exactly how have I been acting strangely?” the mare demanded to know, looking from the guards to the pony across the way.

“You were spotted sneaking around carousel boutique last night,” said Coldsteel.

“That’s right, and so what if I was?” Junebug said indignantly, loud enough for ponies nearby to hear.

“Well, could you tell us why?” gently pressed Coldsteel, trying to defuse the situation.

“If you must know, I was picking up this,” the mare said, reaching to a squat cylindrical box and throwing off the lid to reveal a flower adorned bonnet. “It was going to be a surprise birthday gift for my supposed friend behind you.”

“I’m sorry ma’am, we’re only checking up on this for the safety of the town,” said Sunlight.

“Yeah, well, Happy birthday Berry Frost!” Junebug shouted out to her neighbor with both anger and hurt in her voice. “I hope you like your gift.”

Suddenly Junebug  thrust the gift into Coldsteel’s hooves before slamming the door shut. The three guards looked at each other, slightly ashamed.





Trees and Timber was an odd mix of a shop that Swift and Rhapsody entered. Half of it devoted to lumber of assorted sizes from various species; while the other was dedicated to a range of potted saplings and the supplies needed for their nurture. A large chestnut brown earth pony stallion stood behind the counter, looking over a sheet of paper while a petite earth pony mare with a cherry blossom colored coat carefully watered the young plants.

“Howdy there,” said the stallion, “Names Clear Cutter an’ that tha’rs ma wife Tree Tender, how can we help y’all today?”

“Ah, we’re actuality looking for some changelings, sir,” Swift said and then added, “the reformed kind.”

“Ya just missed them,” the mare said after setting her watering can down. “Gave us a bit of a fright at first when they came in, with what happen yesterday an’ all.”

“But they was a good bunch,” cut in the stallion, “didn’t cause no trouble. A bit curious about everything but very polite.”

“Oh yes,” agreed the mare. “Wish they could a stayed an’ told me more about their hive. Sounds lovely with how in tune with nature they described it bein.”

“I actually need to get their order together an’ bring it over to the princess’s castle,” said Clear Cutter.

“Would you mind if I asked about what they ordered?” Swift asked.

“Just some two by fours an’ plywood,” the stallion answered, as he began piling up planks on a flatbed cart.

“Do you know where they went?” Rhapsody asked Tree Tender.

“They asked for directions to Paints an’ Palettes,” replied the mare. “Just head down the lane, make a right at the spa an’ continue on. Colorful shop, hard to miss, got a sign shaped like a painter’s palette.”

“Thanks ma’am, sir,” Swift said with a nod to the two before he trotted out with Rhapsody.





“Why do you think your friends a changeling?” Sunlight asked the little grey pegasus colt with a dirty white mohawk.

“He beat me at mare-nopoly,” said the colt.

“Why would that make him a changeling?” asked a confused Coldsteel.

“Because he bought all the train stations,” the colt answered.

“Uhh…” balked Sunlight. “What does that have to do with anything?”

“He landed on all four train stations on his first turn around the board,” the little pagasus exclaimed with the stomp of a hoof. “Baltimare, Canterlot, Manehattan and Fillydephia; All four! Nopony could do that, he has to be a changeling cheater!”

Private Blaze stopped taking notes and used the eraser of his pencil to rub his temple.





“The changelings? You just missed them,” said the mare. “They had such lovely colors!”

The guards had entered Paints and Palettes only to find it devoid of changelings. The only one in the store was the proprietor, Pleasant Pigment, a gentle teal coated unicorn with thick black rimmed glasses who kept her mane tied back in a ponytail. The shopkeeper was going from shelf to shelf, using her magic to lower down jars filled with powder of varying hues and scrutinizing their contents.

“It was inspirational!” she exclaimed while giddily trotting in place. “I might just close up shop early today and go out to collect some gems. Then I’ll have to find some way to grind them up into a fine powder. Oh I’m so excited to see what shiny new pigmentations I’ll make!”

Swift and Rhapsody could only watch helplessly as the mare continued spouting out color theory and the ways she could add tint and shade to match the changeling’s vibrant chitin. When Pleasant paused to catch her breath, Rhapsody used the break to cut off her chatter.

“Ma’am, I’m sorry to interrupt you, but could you tell us what the changelings wanted?” questioned Rhapsody.

“Oh! I’m sorry,” blushed Pleasant, “I didn’t mean to go off on a tangent. They just wanted a few buckets of darker green paint and some brushes.”

“Green paint?” Swift asked.

“Dark green,” corrected the mare. “I overheard one of them say that it was the queen’s favorite color and it might catch her attention. I had suggested a more vibrate green but-”

“Could you tell us where they went?” Swift pressed.

“They said something about being by Twilight’s castle for when the delivery arrived,” Pleasant said, pushing her glasses back up her muzzle.

“Back to the beginning,” Rhapsody chuckled, “right Swift.”

The pegasus guard just groaned out a sigh and walked to the door.

“Thanks for the help ma’am,” said Rhapsody to the fellow unicorn.

“My pleasure,” she said before calling out to the exiting pair, “and thanks for stopping in to peruse Pleasant Pigment’s Paints and Palettes!”





“Then he forgot the anniversary of our first date,” the elderly pink mare said, as she squinted at Coldsteel through her thick purple rimmed glasses.

“What?” loudly asked the old light sea green stallion at her side who held a hoof up to his ear.

“And after forty years he still thinks my eyes are blue,” complained the mare. “My eyes are sky blue.”

“What?” the old stallion leaned closer to the elderly mare.

“Sky blue!” she shouted to him.”

“Fondue?” he asked, “sure, we can go out to that fondue restaurant. I love cheese.”

“You can’t have cheese, it gives you gas!” the elderly mare said back to him.

“Sure we can see if they have sassafras,” the old stallion said. “I know how much you love sassafras tee.”

“Well at least after forty years you can remember that,” chuckled the elderly mare.

Sunlight and Coldsteel could only frown at each other and Private Blaze had given up taking notes and mumbled about a migraine.





“We should be out searching for the bad changelings, not tracking down the good ones,” mumbled an annoyed Swift as he walked next to his fellow guard.

“Relax, I can see them just up ahead,” Rhapsody pointed with her hoof.

In the middle of a field of grass behind the Castle of Friendship worked a trio of changelings. A mint green mare with solid ruby red eyes hovered in place on her see through rose colored wings. She held a long piece of wood in her hooves and was being directed by a light turquoise stallion who had a dark blue elytra and deep amber eyes. The third changeling, a mare with a lime colored carapace and deep amethyst colored eyes, was using her hoof to knock some nails into the planks to keep their creation together.

“Excuse me,” called out Swift, getting the changelings attention. “We’re from the Canterlot guard, we’re here to help you with your search for rogue changelings.”

“Oh!” the turquoise changeling said, his voice friendly and chipper. “That would be a big help! My names Tarsus.”

“I’m Maxilla,” said the lime colored changeling who had trotted up to Swift and was rapidly shaking his hoof up and down.

“And I’m Cricket,” said the mint green changeling.

“It’s nice to meet you all,” said Rhapsody, whose hoof was now captured and being shook by Maxilla.

“So, ah, what are you working on?” Swift asked, rubbing his shoulder. “Some kind of trap?”

“Oh no,” Tarsus said, “this is something Princess Twilight and Thorax came up with, we’ll tell you all about it.”
> Chapter 28
> --------------------------------------------------------------------------

Pupa had a mane full of spiders and didn’t care. Maybe it would have bothered her if the arachnids were constantly crawling all over her, but instead they all just calmly stayed in place and only occasionally moved to groom themselves with their pedipalps. She was currently infested with the little creatures because she had checked each hole that was going to be filled in with resin and carefully coaxed out the occupants herself. Some were a little unhappy about their eviction, but in the end they all listened to her request to come out so they could be relocated.

“It looks like they are almost finished digging the pit,” Chrysalis said to her. “Once that’s complete they will smooth the sides so no creature will be able to stop from sliding down into the chamber below.”

“That’s where the floor will be covered with sticky mucus,” Pupa said, responding with what she had been told earlier.

“And why did we chose this trap for this tunnel?” her mother quizzed her.

“Because it is too small for a pegasus to use their wings to fly through,” the nymph answered and then added, “the hole won’t be noticed because it too dark for most creatures to see very well and it will have a very thin cover over it.”

“Correct,” Chrysalis said. “Now, what will the larger tunnel have again?”

“Lines of stretched mucus that hang from the ceiling,” Pupa said, “so that if a creature flies in, it will get caught right out of midair, and if they struggle they will just get more tangled up.”

“Very good,” her mother said.

“Can we make a trap that drops a net?” Pupa suddenly asked when the image of such a trap ran through her mind. “Or one that if they step on it, it pulls them up in the air?”

“Mmm, perhaps,” Chrysalis said with an encouraging smile. “But how will you make it work?”

“Um…” the little changeling thought to herself for a moment. “You need something that sets the trap off. Maybe a long stick? It holds the net up and if it moves it makes the net fall?”

“Wouldn’t that be too easy to spot if the net was held up by a long stick?” her mom questioned.

“Yeah…” conceded the nymph before repeating an earlier lessen. “Proper traps have to be hidden.”

“So what would be another way to cause the trap to spring?” pressed her mother.

Pupa pondered the question while watching the other changelings as they began to smooth the sides of the pit. Something tickled her ear and she flicked it absently, causing one of the spiders to swing into her peripheral vision as it dangled from a line of silk. She reached up to nudge the critter back into her mane and when she brought her hoof away it had a long strand of webbing attached to it.

“String,” she said, holding the gently swaying thread of silk for her mother to see, “if they bump into the string, it makes the net fall on them.”

“Right,” her mother said, “Come along and let’s see if we can find Mosquito, she might have what we’ll need to make your trap. We can also find a place to drop off your passengers.”





A few hours later and free of about two dozen spiders, Pupa watched as a bright pink earth pony, with a puffy pink mane, trotted in her direction.

“I sure hope there are no changelings in here,” loudly said the pony as her blue eyes looked from side to side.

Pupa leaned forward, filled with excitement, as the pony’s front hoof snagged a line of string that ran from one side of the tunnel wall to the other. A large net made of thin rope then dropped from a shadowy nook in the ceiling and landed squarely on the pony.

“Oh no, I have been trapped,” said the pony who just flopped over onto her side. “Wait, what is that hiding in the dark?”

With a toothy grin growing across her muzzle, Pupa steeped confidently from the shadows. When she saw the pony’s eyes grow wide at the sight of her, she hissed menacingly for extra effect as she’d been instructed.

“It’s no use trying to escape pony,” said the nymph, standing tall and regal while letting her voice take on a dual tone. “You are now my captive.”

“Gasp! It’s the changeling princess, Pupa!” cried out the pink prisoner, uselessly kicking at the net with her hooves. “What ever will I do? Somepony please save me!”

“Okay, I think that’s enough Mosquito,” Chrysalis said from behind. “You’ve proven the traps effectiveness for Pupa, again.

Chrysalis’s horn glowed and the net lifted off the pony to return back into place on the ceiling. The small strings that kept the trap in place were re-threaded and the trip line was primed once more. The telltale green fire of a changeling’s transformation surrounded the newly freed pony and returned Mosquito to her natural form.

“Can we do it again just one more time mom?” Pupa asked before covering a little yawn with her hoof.

“No, five times is enough,” Chrysalis said firmly. “Besides, it’s getting late now and you need to get some sleep.”

“But I’m not even tired,” pouted the nymph.

“Don’t argue now,” her mother said, plucking the miniature queen up into the air with her magic.

“Okay…” Pupa said, ineffectively wiggling her dangling legs before looking over to Mosquito. “Thank you Mosquito.”

“It was my pleasure to assist your highness,” the changeling said with a bow.





“Mom?” asked Pupa from her perch on her mothers back. “When will I be able to shape-shift?”

“On your own? It shouldn’t take you too long,” said Chrysalis as she passed over the threshold into their chamber. “Maybe half a year from now, give or take.”

“What about using magic?” she questioned.

“Tomorrow,” her mother said without missing a beat.

“Really?” Pupa gasped with eyes growing wide. “Why not now?”

“Because you’re going to sleep now,” said the changeling queen as she looked back over her withers. “And before you say anything, think of it this way. The sooner you go to bed, the sooner morning will come and the sooner I’ll start to teach you how use your magic.”

A myriad of arguments went through her mind about why starting now would be better and she inhaled a lung full of air in preparation to voice a few. Maybe sensing the incoming dispute, her mother gave her a stern look that left no room for debate. Pacified, Pupa let out her held breath as a defeated sigh.

Chrysalis lowered herself onto the pile of pillows they used for a bed before levitating Pupa off her back and placing the nymph at her side.

“What spell will you teach me first?” asked Pupa, before resting her head on her outstretched front legs.

“Levitation, since it is the most useful,” Chrysalis answered.

“It’s going to be so much fun,” the little nymph said, letting out another small yawn.

Sleep didn’t come to Pupa right away and so her mother began to softly sing.

“Tomorrow I will teach you much, and every day I’ll show you more,
tho few we are we will work hard, and our kind’s strength will be restored.
With cunning plots and crafted plans, the Equestrians will see,
on the rise is the changeling’s time, this my dear I can guarantee.”





Pupa awoke alone sometime later. A brief moment of anxiety overtook the nymph, as she looked around for her missing mother, sending chills through her limbs. Her ears swiveled in the direction of the chambers entrance where she could hear voices whispering softly in the adjacent tunnel. As stealthily as she could, she crept closer to the rooms exit and a wave of relief went through her when she recognized the speakers as her mother and Odonate.

“Where are they now?” her mother asked.

“Assisting the workers,” answered Odonate. “I have Phasmid with them too, to make sure they don’t break their bonds before being encased in pods.”

“It’s a shame her cover was blown,” Chrysalis said, “and I wish the pegasus didn’t get away. Still, capturing six on their own...”

“It's good to have the extra source of food but this might cause Celestia to send reinforcements to the area,” warned Odonate. 

“I agree,” said her mother, “put the hive on alert for now.”
> Chapter 29 - Changeling Chase
> --------------------------------------------------------------------------


The previous afternoon


Passing by Twilight’s castle, Private Coldsteel, Blaze and Spring watched as their fellow guards, Private Volley and Rhapsody assisted a group of reformed changelings.

“What do you think they’re building?” Sunlight Spring asked.

“Some kind of trap,” said Coldsteel, “anyway-“

“Excuse me,” a small rosy brown pegasus filly said, as she quickly trotted up to the trio. “I was told to come to you if I saw anything weird lately.”

“Yes, that’s right,” said Sunlight as she looked down at the filly. “Could you tell me your name please?”

“Oh, sorry, my name is Viola Strings,” answered the filly who then did a curtsey with her rear legs.

“Hello Voila,” said Sunlight, giving the younger pegasi a warm smile. “I’m Sunlight and these are my fellow guards, Luminous and Coldsteel. So what did you want to tell us?”

“Well, I’m not sure if it’s anything really,” the filly said, “and I kinda feel bad bringing this up to you because she’s never been mean or anything…”





“I think we should all have a safe word,” Private Ballista Strike said to the rest if her unit as they walked in the direction of Saddle Lake. “This way if one of us disappears and we suspect they might have been replaced by a changeling- why are you laughing?”

“I think you mean code word,” chuckled Private Havoc Spark before clearing his throat and returning his expression to neutral, “or a code phrase.”

“Safe word, code word, code phrase, what’s the difference?” Ballista grumbled at her fellow guard.

“About a pair of hoof cuffs and a ridding crop,” snickered Private Chase Tradewind as he glided past her.

“Wait, what?” asked the flummoxed earth pony mare.

Private Daybreak Dustoff landed instep next to Ballista, folded her wings against her sides and leaned over to whisper into the other mare’s ear. The earth pony’s tail tucked between her legs while her face turned bright red.

“That’s not what I meant!” she stammered. “I meant one pony would say a specific sentence to another pony and then that pony would have to say a specific sentence back.”

“That’s a code phrase Private Strike,” Sergeant Heather Shield said, looking back at the troops following her, “and it’s a good idea.”

“What phrase should we use sarge?” asked Havoc.

“Let’s see, how about ‘Did you catch that bug that’s going around?’ and ‘No, I’ve been vaccinated’ will be the correct response,” Sergeant Shield said. “Everypony remember that.”

“Yes ma’am,” the other five ponies said together.

“Alright, let’s start searching this side of the lake,” Shield said, pointing ahead, “and then we’ll work our way around clockwise.”





“So we’re looking for a pink unicorn?” asked Coldsteel.

“Flamingo pink unicorn filly with light purple pigtails,” Private Luminous Blaze said as he looked through his notepad. “Goes by the name Passion Tango.”

“This might be just another wild goose chase,” Coldsteel mumbled.

“Probably,” Luminous said, “but we still have to check up on it.”

The two watched as Sunlight talked with a group of students from the School of Friendship. After one of the coeds pointed back at the school with a hoof and shrugged, the pegasus guard trotted back over to them.

“Well?” asked Coldsteel, “Anypony seen her?”

“Yeah, back in the school on the second floor,” Sunlight answered.

“Alright, let’s go talk to her before she zooms off,” said Coldsteel, trotting toward the school.

The guards entered the facility and received many glances from passing students as their armored hooves clacked against the floor. Along the way they stopped to ask another student if she had seen the pink unicorn and they were directed to check a classroom in the eastern wing of the school. It was there they found the filly alone, looking out a window that faced Princess Twilight’s castle.

“Excuse me, are you Passion Tango?” Sunlight asked the filly.

When the unicorn looked from the window and back to the guards at the room’s entrance her eyes widened just slightly enough for Luminous to take notice. Both Sunlight and Coldsteel entered the room and walked up to the filly but Luminous decided to stay by the doorway.

“Yes, that’s me,” the filly said, giving a sweet smile. “How can I help you?”

“Well, I’m Sunlight and these are my fellow guards Luminous and Coldsteel,” the pegasus introduced them, probabily for the thirtieth time that day. “We were hoping you could answer a few questions for us.”

“Sure, but would you mind if I just opened this window?” asked the filly, fanning herself with a hoof. “I’m feeling a little flush and was just about to let a little air in before you all arrived.”

After getting a nod from Sunlight the unicorn filly’s horn lit up and a soft green glow unlatched the window and opened it wide to let a soft breeze in.

“Much better,” Passion said. “Now how can I help you?”

“Would you be able to tell us where you were when the changelings attacked the school yesterday?” questioned Sunlight.

“Oh it was dreadful!” the filly said. “I ended up hiding behind a stall door in the mare’s room.”

“The mare’s room?” Coldsteel asked.

“Yes that’s right,” confirmed Passion.

“Not the library?” Sunlight interjected.

“The library..?” the filly paused and her ears folded back. “Oh silly me! That’s right, I was in the library, but then I went to the mare’s room down the hall from it.”

“Passion, we have a witness that spotted you going into the library but never leaving it.” Sunlight informed the filly while taking a few steps closer.

“I’m sorry but somepony must be mistaken,” Passion said, while frowning with her eyes. “It was such a frightening event, they must have missed me leaving.”

Coldsteel looked over at Luminous and quirked an eyebrow and then winked. In silent response the unicorn stallion poked his bottom lip out and tilted his head a little.

“Passion, would you be willing to submit to a magical scan?” Coldsteel asked when he turned his attention back to the young pegasus.

“A magical scan?” the filly asked, placing a hoof on her chest. “Aren’t those for… wait, do you think I’m a changeling?”

“I’m sorry but after the attack on the school, we need to be extra careful,” began Coldsteel.

“No, its fine,” interrupted the filly, who then gave a dramatic sigh. “If it will prove I’m not a changeling, scan me.”

From the looks that Sunlight gave Luminous, it was obvious she was unsure about continuing. They hadn’t been authorized to use a scanning spell and so if the filly was a changeling she had called their bluff.

“Well, if we have your permission,” said Luminous as he trotted over to Passion, “I’ll get it over with so we can leave you be.”

Luminous was only planning to pretend to cast the spell and was completely taken by surprise when the filly spat a thick glob of green slime between his eyes. Visually disabled, he could only listen to the sounds of the room around him as it erupted into a grand chaos.





Weevil turned away from the temporally blinded unicorn and shifted her form into a light sea green pegasus. She leapt, hooves first, out of the open second story window and shot off before the other two guards could pick their jaws up off the floor. Grinding her teeth together and grumbling, the infiltrator was furious at having her cover blown. She didn’t have long to dwell on it however, as she could already hear the shouts behind her from the female pegasus guard telling her to stop and surrender. Knowing about a few places to lay low, the changeling headed east.





“What’s with the commotion?” Ballista asked, looking up into the western sky.

“Looks like two pegasi are racing each other…” said Havoc while squinting his eyes.

“It’s not a race… it’s a chase,” said Galewind Breeze who then pointed with a hoof at the trailing pegasus. “That’s Sunlight!”

“She’s yelling something,” Sergeant Shield said and after focusing her ears forward, her eyes widened. “It’s a changeling! Dustoff, Tradewind, Breeze, go help her!”





While passing over the nearby lake, Weevil could only curse her luck as three more pegasi guards joined in the aerial pursuit after hearing their compatriots calls for assistance. Outnumbered and having her eastward retreat cut off the changeling could only think of one other way, aside from capture, to escape from her hunters. She would have to fly faster than she ever had before if she wanted to make it to the Everfree Forest.





Sergeant Shield galloped alongside Ballista and Havoc. Even though the ground bound equines had no chance moving at an equal speed as the inflight pegasi, they could still manage to keep them in their sights.

“It’s heading south now,” panted Havoc, the unicorn having trouble keeping up with the two earth pony mares. “Toward the Everfree.”

“Sunlight is catching up to it,” Ballista said loudly over the thundering of her hooves against the soil beneath her.





“Surrender!” the guard shouted for the umpteenth time at her, “you’re not going to escape, don’t make this worse on yourself!”

The forest was rapidly approaching and despite the burning of her wing muscles, Weevil pressed on. As the trees began to pass beneath her she adjusted her altitude so she would be able to skim the air just two meters above the canopy leaves.

“I’ve got you!” triumphantly cried out the pegasus as her front hooves grasped at one of her rear legs.

Weevil turned her head just enough to look back at the guard to give the mare a crooked cocky grin. She suddenly angled herself into a steep dive, pulling the pegasus along with her, as green fire surrounded her form.





Despite knowing about changelings and their abilities, Sunlight unconsciously jerked her hooves away from the heatless fire and cried out in shock when the bright emerald flames erupted around the pegasus in front of her. A falcon with blueish grey feathers replaced her target and it dove through a small break in the canopy. Unfortunately for Sunlight, despite flaring out her wings in an attempt to correct her decent, she couldn’t stop herself from following behind.

Branches slapped, scraped and scratched against her, painfully slowing her down enough so that when she crashed into the forest floor, she only lost consciousness instead of her life.





“Aphid!” hissed out Weevil, just before the loud thud of a crashing pegasus caused the nearby birds in the trees to fly off.

After returning to her normal form and checking on the unmoving guard to make sure she was still breathing, Weevil turned to call out again for the scout. When she ended up face to face with Aphid and another changeling she leapt back in fright and placed a hoof against the pounding heart in her chest.

“What in the hive is going on?!” harshly whispered Aphid, looking from Weevil to the downed guard.

“I don’t have time to explain!” Weevil said. “There are three more pegasi after me and they will be here any second!”





Private Dustoff cringed when she witnessed Sunlight plow through the too small opening in the canopy. She thought it was a good thing that she brought along a first aid kit because the other pegasus was sure going to need it.

“Just up a head is a little clearing,” shouted out Tradewind over the rushing wind. “We can set down there and double back into the forest to where Sunlight went down!”

The three guards carefully banked around the break in the trees while slowing themselves down. One by one they descended and took a quick scan of the empty clearing.

“Sunlight?!” called out Breeze.

“In here,” Sunlight called out weakly from somewhere beyond the tree line.




Sergeant Shield, along with her two troops skidded to a stop just before the dark forest. Private Spark was drenched in sweat and the skinny unicorn braced himself against the trunk of a tree while he caught his breath. Ballista, while also sporting a sheen of perspiration, breathed much easier through her nostrils and looked as if she could still run all the way to Canterlot and back.

“How far in would you say they went down?” Shield asked the slowly recovering unicorn.

“About a kilometer,” breathed out Spark, “give or take a few meters.”

“Alright, keep your eyes open and stick close to me,” Shield instructed them before pushing through the underbrush and into the Everfree.





When Daybreak spotted Sunlight, laying on her side and half way out of a mangled bush, she immediately rushed over to the mare’s side. With practiced precision she removed the first aid kit from her saddle bag and started to pluck out the supplies that would most likely be needed.

“I lost the changeling,” Sunlight said.

“Shhh, don’t worry about it,” Daybreak consoled, “just stay still for now. Chase, Gale, help me clear the branches away from her, I don’t want her to move until I can see her injuries.”

The two stallions swiftly moved to opposite sides of Sunlight and began to use their hooves to trample down the bush.

“Did you see what way the changeling went?” Chase asked while pulling away the pile of debris he just created.

“I’m not sure,” hissed Sunlight who winced slightly in pain.

“It doesn’t look like anything’s broken,” Daybreak said, “but I need to take off your armor to make sure.”

Daybreak reached forward and carefully removed the other mare’s helmet, placing it off to the side. Freed of the enchanted barding, Sunlight’s natural vibrant daffodil fur color promptly returned and her wavy rusty orange mane fell over her face. Gently the medic reached a hoof forward to brush aside the prone mare’s mane.

Like a viper, Sunlight’s head shot forward and Daybreak silently cried out in pain as two fangs sunk into her leg, just below her knee joint. Chase and Galewind froze up at the sight, both unsure in that moment of what just happened; and for the two silhouettes that leapt down on them from above, it was all the time they needed.





“I got a good bite on mine,” said Featherwing, the other changeling that was with Aphid, “he’ll be out for a while.”

“Same here,” said Aphid.

“I hear more coming,” Weevil said to them, her ears focused northward.

“Strip them down quickly and get the other one,” Instructed Aphid, “we’ll take care of the next group just like we did these three.”





Dazed, disoriented and relieved of her armor, Daybreak was barely able to register her surroundings as one of the changelings dragged her off behind a rather large fern. It left her laying unceremoniously against the unconscious bodies of her fellow guards, and she could only watch helplessly as it took her form and dressed in her garb. The changeling then pulled out the motionless form of the real Sunlight Spring, from under a pile of fallen leaves, and left with her to join its cohorts.

When she heard the voices of her other three team members the medic tried to call out a warning but could only hiss through her clenched teeth.





“Is she alive?” asked Sergeant Shield as she came to a stop, along with Ballista, in front of Private Dustoff, Tradewind and Breeze.

“Yes, but we need to get her back to town quickly so I can do a more thorough examination of her injuries,” Dustoff said while she used her wings to wrap a bandage around one of Sunlight’s legs.

“Sergeant!” called out a winded Spark as he staggered into the tiny clearing. “Ask them.”

“Right,” grunted Sergeant Shield before turning back to the three pegasi, “Did you catch that bug that’s going around?”

Dustoff stood up and looked from Tradewind to Breeze, then back to Sergeant Shield. Breeze and Tradewind also exchanged blank glances with each other.

“Uh, if you mean the changeling, she got away,” Breeze said.





The sounds of snapping branches along with hissing and shouting filled Daybreak’s ears. The mare forced herself to her hooves despite her swimming vision and she tried her best to fight off the changeling’s venom. Her stomach lurched and the medic stumbled forward, losing her breakfast in the process. After wiping her muzzle clean with a fetlock and spitting the foul taste from her mouth, she peered around the fern.

Daybreak cringed when a changeling clung onto Spark’s back and sank its fangs into the poor unicorn’s neck. Ballista and Sergeant Shield were only fairing a little better, bucking and stomping around in an attempt to dislodge their own biting attackers; but in the end the effect of the changeling’s poison won out against the strong earth ponies.

With her adrenaline pumping from the terrible sights of the fight and tears of helplessness in her eyes, Daybreak ran away.
> Chapter 30
> --------------------------------------------------------------------------

The little grey rock didn’t show any signs of movement for the past hour. She had a growing urge to kick the defiant pebble because no matter how hard she focused on the stone, it remained on the floor in the same spot her mother placed it.

“How are our guests doing?” Chrysalis asked Odonate from her bed of pillows.

“The earth ponies put up a bit of a fight when they were cocooned,” answered the guard, “but they are sleeping peacefully now.”

“And the wounded pegasus?” inquired her mother.

“She was too injured to be placed in a pod so for now she is in a cell,” Odonate explained. “She has a fever, her front leg was broken and she had a dislocated shoulder, but Earwig has been tending to her. So far she’s reset her fracture, popped her joint back into place and dressed the rest of her wounds. Once her fever breaks she should be well enough to join the others.”

“I see,” said Chrysalis, “and how are Aphid, Weevil and Featherwing?”

“Other than a few bumps and scratches, they are fine,” said Odonate, “but I told them to stay in the hive and rest up for now."

Her mother nodded before glancing over.

“You’re not giving up already are you?” the changeling queen asked Pupa.

She had stopped trying to move the stone while listening in on their conversation.

“No,” Pupa said defensively and turned back to glare at the pebble.

“Are you focusing your magic like I showed you?” Chrysalis asked.

“Yes,” the nymph huffed.

“Show me,” the queen said, putting her full attention on Pupa.

The nymph stared hard at the stone, telling it to lift up into the air over and over again in her mind. She tried narrowing her eyes, clenching her teeth together, folding back hear ears, and readjusting her posture but none of it seemed to help.

“You’re not focusing your magic,” stated Chrysalis, “you’re just making faces.”

“I’m trying…” Pupa muttered and sat down on her rump.

“Pupa, come here,” her mother commanded.

Sluggishly the nymph rose back to her hooves and with her head down, walked over to her mother. Once she reached the older changeling, her mother directed her to seat herself, then placed one hoof against the nymph’s chest.

“Start here,” instructed Chrysalis, pushing slighting with her hoof. “Don’t worry about moving the rock, don’t even think about casting a spell. I just want you to focus on this spot inside you.”

At first Pupa just gazed at the floor in front of her, and her mother must have had an inkling that that was all she was doing because the matron began to press her hoof a little harder into her chest. So after exhaling through her nostrils, Pupa centered her attention on the spot where she could feel the warmth from her mother’s hoof.

“Good,” whispered chrysalis, “keep concentrating on this spot.”

Something gradually began to stir within the nymph’s chest. It felt like it was a part of her and yet not bodily, slowly turning under the surface of her carapace. A shiver of excitement ran through her, causing her focal point to slip and she felt the spark begin to wane.

“Don’t lose it,” her mother said, “you know where it’s at now, take control of it.”

Taking in a determined inhale, Pupa again focused inwardly to retrieve the intangible feeling. Her mind pictured it as an expanding drop of honey, green tinted and glowing; and it began to grow and roll in on itself while rotating in place. She exhaled again and swallowed the saliva that had been building up in her mouth.

‘I have it,’ she thought, not daring to speak and lose her grasp on the spark again. ‘Now to move it.’

With her head still tilted down, Pupa channeled the power from her chest to her horn. Her eyes wandered up and forward across the chamber floor, absently straying along with the flow of energy, until they stopped at a pair of dark hooves. Then a streak of uncontrolled green energy shot forth from her horn and pushed her backwards against her mother.

Squirming back to her hooves and recomposing herself, the nymph looked over to Odonate. The guard was holding up his right leg while inspecting the small smoking pockmark in the stone where his hoof would have been.

“Did she get you Odonate?” Chrysalis asked.

“No your highness,” the guard said before coughing. “Looks like my reflexes are still just as good as ever.”

“I’m sorry,” Pupa told Odonate and looked back at her mother. “I didn’t mean to do that.”

“It's fine your highness,” he reassured the nymph. “Even if you did get me, it wouldn’t have been a severe wound.”

“Right,” agreed Chrysalis, “just the loss of a hoof or, at worst, the leg from the knee down.”

Pupa gaped at her mother with wide eyes and the changeling queen simply looked back at her with a neutral expression; however she couldn’t keep it up and had to cover her muzzle with a hoof as she began to laugh. Odonate also apparently couldn’t help but find the nymphs reaction humorous and allowed himself a couple of gravely chuckles.

“Pupa,” Chrysalis said, stroking the nymph’s mane, “it would only have caused a small hole at the most.”

“In all seriousness though,” Odonate said, “it’s impressive that she learned to channel her magic so quickly.”

“Really?” the nymph asked, looking from the guard to her mother.

“It is,” confirmed Chrysalis, “but it also means I’ll want you to work harder at the lesson I gave you.”

“Oh,” Pupa said quietly.

“Yes, and for that you’ll need a proper meal to keep up your energy,” her mother said while climbing to her hooves, “so it’s good that our pantry has some new stock. Come along and let’s get some lunch.”





Her little wings buzzed excitedly as Pupa crawled over one of the five new pods that now hung alongside Sandbar’s. Within she could see a pale lapis furred pegasus stallion with a plum colored mane, though his colors were tinted green by the material of his enclosure. She had already fed from the other ponies and was eager to compare this one’s taste to the rest. Opening her mouth wide, the little nymph drew out a long pink ribbon of delicious love energy.

“None of them appeared to have been harmed during the evacuation,” Mosquito said to her mother, “and Katydid thinks the new clutches of eggs will hatch any day now.”

“That’s good,” Chrysalis said, though she didn’t express any emotion at the news.

“And Lacewing says that the new nursery is almost complete,” continued the attendant.

Chrysalis gave only a single nod as she watched her daughter.

“Ah, would you like to visit it your highness?” asked Mosquito.

“Not at this time,” her mother told Mosquito, “maybe in a day or two.”

“Did you want to be informed if the larva begin to hatch?” inquired Mosquito.

“Yes,” Chrysalis said, but only after an uncomfortably long stretch of silence.

Mosquito looked like she wanted to say something more but decided against it.

“That’s enough Pupa,” said the queen changeling, “come back down now.”

“Okay,” the nymph chirped before dropping from the pod and hovering to the floor.

“Let’s continue your lesson,” Chrysalis said.





The little grey rock shook slightly as Pupa stared down at it unblinkingly. Gradually a thin field of green magic coalesced around the stone and caused the nymphs heart to quicken. At an almost painfully glacial pace it started to rotate before rising into the air at a height even with her muzzle. Carefully she pushed it with her magic, sending it to drift lazily until it was over the chosen location, and then released it to fall among a pile of similar size pebbles.

An accomplished grin stretched the nymphs muzzle and her little fangs poked out from under her lips.
> Chapter 31 - Applejack
> --------------------------------------------------------------------------

Luna’s moon was just beginning its descent beyond the horizon when Applejack opened the front door of her farm house. The pre-dawn air was cool against her orange coat as the familiar scents of her farm filled her nostrils. As her eyes scanned over her family’s orchards she could see the drops of dew that clung to the leaves of her apple trees, sparking with the last of the moons light.

Off in the distance she could see two figures trotting up the path that lead to her home, one short and the other tall. The short one pulled a little cart behind him, filled with copies of the morning paper.

“Good morn’in Shady Daze,” Applejack greeted the colt before looking over to his father, “and to you too Mr. Daze.”

“Good morning Miss Applejack,” the colt replied while his still half asleep parent gave a friendly nod back.

The powdery blue colt slid out from his harness and turned back to the cart. With expert precision the young earth pony slipped the tip of his muzzle under one of the rolled up papers and flipped it into the air to land atop his head. He then trotted up to Applejack who took the paper with one of her hooves.

“Thank ya kindly,” she said with a smile.

“You’re welcome,” the colt said as he crawled back into the cart’s harness. “Have a good day!”

“You too,” she waved, as they turned around and headed back down the path, “both ya’all.”

After steeping back over the threshold and closing the door behind her, Applejack unrolled the paper to read the mornings headline.

‘Changeling Spy discovered among student body of Princesses School of Friendship, Six guards go missing after pursuit.’

“Oh boy,” muttered the mare, “Twilight’s gonna be busier than a stump full a termites ta’day.”

The sound of little hooves coming down the stairs caused Applejack’s ears to perk up and she glanced away from the article to see her little sister.

“Are ya really gonna let that guard use Winona to track changelings?” Apple Bloom asked.

“Well, if’in Winona can help find Sandbar an’ any other missin ponies, then we have ta give it a go,” the farm pony said.

“But what if she gets hurt?!” the filly cried out, continuing to express her concern from the afternoon before; after she had given Applejack a note from the guards who requested to borrow their collie.

“Apple Bloom, keep yer voice down or ya’ll wake granny,” Applejack scolded, “and ya can quit your worrin’in because I’m gonna insist to go along with them guards an make sure Winona don’t get put in no danger.”

“But what if ya get hurt?!” Apple Bloom whispered loudly.

“Ah can handle ma self against them creepy crawlers,” the orange mare assured the filly.

“But ya got captured by um both times ya fought them already,” the filly reminded her.

“Cut it out with all them buts, Apple Bloom,” snorted Applejack before letting out a sigh. “Look now, it means a lot ta me that ya care so much about me an Winona’s safety, but sometimes a pony just got’ta get in the pig pen an get a little muddy.”

“Ah know, but I don’t want ta see anythin ta happen ya,” muttered the little yellow filly.

Applejack walked up to her sister, sat down next to her and pulled her into a bone crushing hug.

“Apple Bloom,” she said, “ah won’t let myself or Winona get in trouble none, ah pinkie promise.”





Celestia’s sun was only just beginning its eastern ascent when Private Coldsteel and Blaze entered the command tent. Lieutenant Silverspark, with his helmet off and extremely unhappy, stood behind a long wooden table that was opposite the door. Right now, with how angry he was, he needed that table to be between him and the two stallions.

Both guards stood at attention but showed signs of being nervous, with their ears drawn back and jaws tightening. Private Blaze, even with his enchanted armor on, now sported a dark green stain around his eyes which reminded Silverspark of a raccoon’s mask.

“Before I begin,” the lieutenant said, keeping his tone even, “I need to know if you two have had any medical procedures recently.”

Blaze blinked owlishly and risked a confused glance at Coldsteel who only clenched his jaw a little tighter while keeping his head facing forward.

“No? Then could one of you explain to me how the contents of your skulls ended up in your backsides?!” roared the unicorn while slamming his front hooves hard on the table’s surface and causing the two stallions to flinch. “Because any pony with half a brain in their heads wouldn’t have screwed up as badly as you two!”

“Sir,” Blaze began.

“Private Blaze,” Silverspark snapped, interrupting the other unicorn. “I want you to remind me of the instructions I gave your team yesterday.”

“To go around Ponyville and record any information the townsfolk have concerning changeling sightings,” Blaze answered.

“Really?” the lieutenant said in mock surprise, “Private Coldsteel, when did I say you could interrogate anypony?”

“You didn’t sir,” the private answered and then swallowed the lump building up in his throat.

“Did I instruct anypony to give pursuit if they ran into a changeling?” Silverspark asked while walking around the side of the table.

“No sir,” said Blaze.

“So you all decided to incorporate your own plans into the orders I gave?” the lieutenant asked, stopping inches away from the two.

“Sir it wasn’t,” began Blaze before getting cut off.

“No, I don’t want to hear any excuses!” shouted Silverspark, sending spittle into Blaze’s face. “If you had followed your instructions then six of your fellow guards wouldn’t be missing! Missing and presumed captured!”

The unicorn stallion took in a long breath, pushed back his indigo mane and looked from one guard to the other with his intense azure eyes. He was just waiting for one of them to try and say another word.

“And yes, I know you didn’t tell Private Spring to chase after the changeling, nor did you tell sergeant Shield and her team to assist.” the lieutenant continued, “but none of that would have happen if you just recorded information like you were told. Am I wrong?”

“No sir,” both guards said.

“Until I can decide what to do with you two,” Silverspark said, turning away from the two and walking back around the table, “I’m assigning you both to guard the camp. I trust you can keep the local foals from going through our equipment, or am I being too optimistic?”

“No sir,” they answered.

“Good, but first I want you both to fill up twelve sandbags each, with tea spoons and without magic. Once that’s done, go see Sargent Cyclone,” said Silverspark with a dismissive wave of his hoof. “Now get out.”

Just after the disciplined stallions left, Private Daydream poked her head in the tent.

“Sir, a Miss Applejack is here to see you,” the mare reported.

“Good, please send her in,” said Silverspark.

Into the tent trotted an orange earth pony mare with a long blond mane that she had tied back into a ponytail. Walking alongside her was the same collie from yesterday, happily wagging its tail as she looked around the tent.

“Thank you for answering my request Miss Applejack,” the unicorn said, “it’s nice to meet you.”

“Mah pleasure Mr. Silverspark,” said the mare, “but just Applejack will do. Don’t need no fancy titles.”

“Applejack it is,” Silverspark said with a nod, “and you can call me Platinum if you wish. Now, I trust your sister passed along the scroll I gave her detailing the idea to use Winona in an attempt to track the movement of the changelings?”

“She did,” Applejack answered, “and while ah want ta help in anyway ah can, there are a few conditions ah need before ah agree.”

“Very well,” said Silverspark, politely motioning for her to continue.

“First, ah don’t want Winona gettin hurt,” Applejack said, “she’s been a part of our family for a long time an ah take care of family.”

“Understandable,” the lieutenant acknowledged, “and as of right now I just want to see if Winona can point us in the right direction. We don’t want to engage in any fights with the changelings, we only want to locate where they are hiding out.”

“Second, ah want to go along,” the mare paused, maybe expecting Silverspark to argue with her but when he didn’t say anything she continued. “Ah trained Winona since she was a pup and she’ll listen best ta me.”

Silverspark pushed his front hooves together in thought for a moment, weighing the pros and cons. He of course knew Applejack was an Element of Harmony and had help save Equestria many times over, but she was still a civilian.

“If those are your stipulations,” he said and held out a hoof, “then I’ll have to accept them.” 

Applejack reached across the table and placed her hoof against his own, knocking them together in agreement.
> Chapter 32
> --------------------------------------------------------------------------

Levitating tiny pebbles soon became boring for the nymph; and so after lining them up one after the other, so that they made a spiraling pattern, she left the stones off to her side. Turning toward the pile of pillows that her mother rested upon, Pupa began to stalk over as quietly as she could.

“The workers have finished filling in the tunnel leading into the diamond dog mines as you’ve instructed,” Phasmid informed Chrysalis, “and no other ways leading down there from the hive have been discovered.”

“Good,” said her mother, absently flicking her long tail behind her, “and have all the upper tunnels been secured?”

“Almost your highness,” the young guard said, “just a few more hidden passages have to be excavated.”

Keeping her body close to the floor Pupa slowly wound her way behind Chrysalis. She paused when she noticed that Phasmid had spotted her and was now watching her movements. A moment later, following her guards gaze, Chrysalis turned her head to glance back over her withers.

“What are you doing Pupa?” her mother asked.

“Playing,” the nymph answered and attempted to pounce on her mother's tail.

Chrysalis curled her tail up against her side leaving Pupa to miss her target; and when the nymph continued to peruse her quarry, she was scooped up into the air by her mother’s magic. After a moment of wiggling the nymph gave up on her futile attempt to escape.

“I don’t have time to play right now,” Chrysalis said, setting her daughter down. “I have matters to discuss with Phasmid to make sure the hive is safe.”

“Please?” the nymph asked, tilting her head and causing her mane to slip over one eye.

“Later,” her mother answered.

“Aren’t there any other nymphs around?” Pupa asked.

Though her features only hardened slightly, multiple waves of negative emotions radiated off her mother from that question and Pupa immediately regretted asking it.

“No Pupa,” Chrysalis finally said, turning her head away from her daughter, sadness leaking from her, “and there won’t be any for at least a year.”

“Then maybe I could go look around the hive?” Pupa meekly asked.

“No,” her mother affirmed. “It’s not safe for you to stray away from me.”

“Okay…” said the nymph.

The chamber became quiet, broken only by the sound of a stalactite dripping the occasional droplets of water somewhere else in the room. Pupa, with her ears lowered, went back to levitating the small pebbles.

“Pupa,” her mother said with a sigh, “if you promise to stay in the tunnels between here and the feeding chamber, you can go out for a little while.”





Pupa hummed to herself as she trotted up the sloping passageway and at each intermittent chamber she passed she would stop to take a peek inside. Most had nothing interesting in them while others had been taken over by one or two changelings and converted into rooms. When she did run into another changeling, they would always stop to bow and ask if she needed anything. Being contented enough at the moment to just explore, she would just say ‘no thank you’ and be on her way.

Then she found the little chamber Mosquito was using to store the items she ‘collected’ from ponies. Her attention was drawn to a stack of rectangular boxes and it triggered one of her sporadic visions…





He was sitting among a group of the strange pale creatures helping to form a circle around a flat square on a wooden floor. One of the creatures was using its blunt claws to set little objects up on different locations on the board, usually within a small colored square. The creatures each took a turn to pick up a pair of white cubes only to just drop them back down again from a few hooves off the floor. Each side of the miniature cubes had a different number of tiny black dots on them and the creatures would move one of the objects an amount of squares equal to that number.





Pupa shook her head and blinked her eyes a few times, sending the vision back to where ever it came from. She knew now that the boxes in front of her were games of some kind, and to play them she would need someling else. Or maybe some pony else…

A small vulpine grin grew on her muzzle and the little nymph giggled to herself. Like a small serpent made of shadows the young changeling queen moved through the tunnels until she reached the chamber that contained the pony pods. After checking to see if anyling was about, she walked straight up the wall across the ceiling and back down one of the cocoons.

She peeked into the first pod and frowned at the unicorn stallion contained within. The next pod held a pegasus stallion and the one after that had an earth pony mare. When she peeked into the fourth cocoon the smile returned to her face. It went away again shortly after as she tried to find an opening so she could let the pony out.

After getting a little frustrated she just bit into the pods surface and tore a bite sized chunk away. A thick green syrup slowly oozed from the hole and coiled around into a spreading puddle once it reached the floor. Gradually the young pony within started to stir, an ear twitch here, a leg stretch there, and finally his eyes slowly opened.

“Hey, Sandbar,” she said to the groggy colt, “you’re going to play games with me.”

“Pepper?” Sandbar croaked weakly before coughing up some phlegm.

“No, Pupa,” she corrected.

The colt mumbled and his head lolled on his neck, going from side to side until it plopped to rest against the pods inner membrane. Pupa sighed at how silly Sandbar was acting and gripped the edge of the tear she created with her front hooves. Using all her physical strength, she pulled at the opening, causing the wound in the cocoon to widen and more of the thick liquid poured out. The colt followed soon after.

“Ow,” Sandbar groaned, pulling his face from the puddle and rubbing the side of his head with a front hoof. “Is somepony there?”

“Someling,” Pupa said before letting go of the pod and gliding down to the floor on her buzzing wings.

“Pepper?” the pony asked again.

“My name is Pupa,” the nymph huffed, landing at the edge of the slime slick that surrounded the colt.

“Um, where am I?” the colt asked as he stumbled into a sitting position.

“The feeding chamber,” she innocently told him.

Sandbar froze up and Pupa could sense a wave a dread flow out from him. With his ears folded back and his body trembling slightly, the colt looked up at the faintly luminescent pods that hung suspended from the ceiling above him. The pupils of his eyes shrunk down to pin pricks and he swallowed a lump that had formed in his throat.

“Are you going to feed on me?” he asked in a dry voice before looking back at her.

“No,” Pupa said.

Sandbar let out a sigh of relief and the nymph could feel the colts fear decrease.

“I already feed on you earlier,” she informed him, the news causing the pony to cringe.

“So then what do you want?” he asked.

“I told you already,” she said, exasperated by how the pony was acting. “You’re going to play with me.”

The colt looked at her as if she grew a second head.

“I found a bunch of games and I want you to show me how to play them,” the nymph elaborated. “Now come on and follow me.”

After walking over to the rooms exit, Pupa looked behind her. The pony was still sitting in the green puddle with his ears moving about as he just stared at her.

“Pupa, maybe you could just let me go home for now,” Sandbar suggested, “and then we could play later?”

“No,” she said, stomping one of her front hooves on the cavern’s stone floor.

“Pupa, my parents, my little sister, my friends, they are all probably worried about me,” he told her. “You remember how worried you were about your mom being missing?”

The nymph frowned, lowered her head and shuffled her legs, thinking over how upsetting it was to emerge alone from her cocoon and then about how happy she was when her mother came for her.

“Yes…” Pupa mumbled before looking back up at sandbar. “Come on, I’ll ask my mom if you can go home after we play.”

A grimace crossed Sandbars features and the colt looked around as if she told him he was in trouble for something.

“Come on,” she repeated and buzzed her wings to get his attention.

On wobbly legs, the earth pony rose to his hooves and started to walk over to Pupa. As he followed her out into the tunnel he kept silent, looking from side to side while slime dripped from his fur with each step he took.

“Princess?” a raspy female voice asked from above causing the nymph and Sandbar to look up.

A changeling flew down from the ceiling, landing in front of the duo.

“Hi Tsetse,” Pupa greeted the confused looking scout.

“Are you okay? What’s going on? How did the pony get out?” Tsetse quickly asked before moving to stand between the nymph and the pony.

“I let him out, we’re going to play some games,” the little changeling said.

“Princess,” Tsetse said, seeming rather upset. “You can’t just free the ponies from the pods, it’s dangerous!”

“Sandbars not dangerous,” Pupa scoffed.

Tsetse balked at the nymph. The scout then shook her head and placed her front hooves on Sandbar’s withers, causing the colt to freeze up.

“Okay, we’ll just put him back and then I’ll take you back to the Queen,” the changeling said.

“No!” the nymph exclaimed, completely fed up. “We’re going to get the games and bring them back to my mom’s room to play.”

“As you wish your highness,” Tsetse finally acquiesced after a long beat of silence. “But please allow me to accompany you and your ‘guest’.”

“That’s fine.” Pupa nodded and gave a smile now that she got what she wanted. “Thank you Tsetse.”

“My pleasure your highness,” the scout bowed slightly.

Sandbar let out a little whimper as Tsetse steered him down the hallway to follow behind the happily humming nymph.
> Chapter 33 - Sandbar
> --------------------------------------------------------------------------

Being eyeballed by every changeling that he passed along the way was extremely unnerving for Sandbar. The darkness of the tunnels and the slowly drying slime that clung to his fur also wasn’t helping him feel any better at all.

“Um, any chance I could take a quick bath?” he asked the changeling, Tsetse, who was walking so awkwardly close to him that their barrels often touched.

“No,” she said. “Besides, you smell better this way.”

Thinking he currently smelled like fruit that was just starting to go bad, Sandbar disagreed.

“The room with the games is over there,” Pupa said, pointing to a dark opening in the stone just up ahead.

Another pair of changelings came trotting around the corner and paused at the small precession. As Sandbar passed them they hissed softly and flickered their long forked tongues at him, thus causing the colt to flinch to the side and bump up against Tsetse.

“Watch it,” the changeling grunted at him.

“Why are you acting so scared?” the changeling nymph stopped to ask him and seemed a little mad at him for it too.

“Um, well,” he started to stammer, trying to think up the best way to explain how unpleasant he felt without angering his chaperone.

“Princess, it’s because he’s a pony among changelings,” Tsetse said. “It’s like he’s a mouse among snakes. Also, most ponies tend to be frightened of any creature different from them.”

“Well, it’s uncomfortable to be stared at by every pony, er everyling, that walks by,” muttered Sandbar.

“Yeah, I don’t like getting stared at either,” Pupa admitted and nodded her head down the tunnel. “Let’s hurry up and get the games so we can go back to my room.”

The trio entered the darkened chamber and Sandbar immediately stumbled over something he couldn’t see. Ether out of pity or irritation, Tsetse lit up her horn, bathing the room with a soft green glow and revealing piles of haphazardly placed junk. Pots and pans mingled with mishandled books. Wrinkled clothing lay draped over bottles that were both empty and filled with unknown liquids. Even some unopened boxes of snack foods had been left among a pile of stuffed toys.

“Are these the games princess?” the changeling asked Pupa.

“Yes, but look at this,” the nymph replied, pointing her hoof at a few pink boxes.

Tsetse nudged Sandbar along as she trotted over to Pupa.

“Princess, why would you need that?” the changeling asked, tilting her head slightly.

“Not for me, for Sandbar,” explained the nymph, who began to whisper the rest of her sentence.

Using the slight distraction, Sandbar took a box of animal crackers and stuffed his mouth with them as quickly as he could. He wasn’t sure how long it had been since he was captured and he was rather hungry. Once he finished the first box he began eating from another until he heard the rasping chuckles from Tsetse and paused in his impromptu meal.

“Yes your highness,” the changeling said, looking over to Sandbar with an ominous grin, “that might work and make our ‘guest’ feel more at home among us.”

Tsetse used her magic to levitate both the boxes of board games and a couple of pink boxes into the air.

“Looks like you’re going to get a bath after all,” she chuckled darkly.





After being ushered out of the changeling’s storage room, Sandbar was steered back up the tunnel and into a different chamber. Here a strange bio-luminescent fungus grew along the walls, their light reflected off the surface of a small pool of water and faintly cast the room in a pale blue light. Two changelings had been playfully splashing each other but stopped the moment they noticed his presence.

“Hi Katydid, Hi Lacewing!” Pupa chirped to the duo as she trotted around Sandbar’s legs.

“Princess Pupa?” one of them asked, with a sweet girlish voice, before hopping from the water.

“Oh, it’s so nice to finally see you!” said the other, her voice also feminine, who followed the first one from the pool.

“You look so much like her highness,” said the first, inspecting the little nymph. “I wish we could have been there for your emergence…”

“We’re so sorry about…” the second changeling began but trailed off, appearing a little upset.

The four changelings went quiet for a moment and Sandbar nervously shuffled on his hooves, unintentionally attracting their attention back on him.

“Why do you have a pony with you?” the first one asked, studying him predatorily.

“The princess wishes to have a play-date with this one,” Tsetse said with mirth and placed a hole ridden hoof on Sandbar’s withers, “and since he is oh so very ‘shy’ to be around our kind, she had an idea to help make him fit in.”

“Oh?” said the first changeling with a grin growing on her muzzle.

“How so?” said the second and it was almost as if she was finishing the first ones sentences.

Tsetse motioned for the two changelings to come closer and then whispered conspiratorially to them once they had. The poor colt looked over at Pupa for any clues about the discussion but the nymph only smiled reassuringly; or that’s what he at least hopped her fang filled grin meant.

“Well if that’s the plan, we have to clean him first,” the second changeling said.

“Into the bath with you!” giggled the first as she scooped up Sandbar by his barrel and dropped him unceremoniously into the pool. “Hand me that brush Katydid.”

The second changeling, Katydid, tossed the mentioned brush to the first, who now loomed over the sputtering pony.

“Make sure you scrub behind his ears now Lacewing,” Katydid tittered.

Lacewing caught the brush in her magic and went right to work on the colt, vigorously scrubbing his coat and mane clean of any hint of his time in the slimy changeling pod. He was then pulled from the makeshift tub and doused repeatedly with clean water. Once they finished, the changelings minus Pupa, who was opening one of the pink boxes, all used their buzzing wings to speed along the drying of his fur.

“Ready for your makeover sweetie?” Katydid purred to him as she levitated the bottle filled with a black liquid that the nymph had removed from the package.

“Don’t worry,” Lacewing breathed into his ear, making him squirm, “we’ll be gentle.”





The changeling mares gingerly appraised the fidgeting Sandbar. Where once stood a pale spring green colt now stood one with ash black fur. His messy light cyan mane had been re-colored a dark grey, and was now styled reminiscently of a changeling’s crest. Lastly one of the changelings fashioned a false horn, from Celestia knows what, and had stuck it to the center of his forehead.

“See? Now you’re a changeling too,” Pupa said, her little voice squeaking with excitement as she trotted in place.

“He makes a cute little drone doesn’t he?” Lacewing chuckled while she prowled around him.

“I still think we should trim his ears,” said Tsetse, causing the colt to lower his ears and back away.

“Oh stop saying that,” Katydid nudged Tsetse and giggled. “You’ll give him a heart attack.”

“Fine, fine, we’ll leave his ears alone,” Tsetse said. 

“We’ll have to find him a pair of wings if we want to finish the look.” Katydid pointed out.

“But we have to get going,” said Lacewing, “it’s almost time for us to get back to the nursery.”

“You’re welcome to visit there whenever you wish your highness,” Katydid said to the nymph.

“Yes, and the larva will be hatching any time now,” Lacewing said, “so please stop by.”

“Okay,” Pupa said and lifted up slightly into the air on her buzzing wings.

Lacewing and Katydid said their goodbyes to Tsetse and Pupa, then started to walk toward the chambers exit. As they sauntered by Sandbar, each on an opposite side of the colt, they purposely pressed him between them as they brushed past and used their tails to lightly bop him on the sides of his muzzle.

“Bye sweetie,” they both purred in unison to the flustered colt.

“Well Princess,” said Tsetse, “let’s introduce the newest member of the hive to the Queen.”
> Chapter 34
> --------------------------------------------------------------------------

Even after being made up to look more like a changeling, Sandbar still acted nervous. The entire walk back to her room, the colt kept his head down, his ears folded back and his tail tucked between his hind legs.

“I’m back,” called out Pupa as she trotted through the chambers entrance, “and look who I got!”

Chrysalis peered up from an unrolled scroll and give her daughter a quizzical look. Odonate, who had replaced Phasmid at some point while she was out, turned half way around and quirked a questioning eyebrow as Sandbar sluggishly walked over the threshold. Tsetse followed right behind the colt.

“Tsetse, what’s going on?” her mother said in a neutral tone but with narrowed eyes as she looked Sandbar up and down. “Why is that pony out of his cocoon?”

“The princess released him you’re highness,” the scout said after bowing to the queen changeling. “She wanted a playmate.”

“Did she free any others?” asked Odonate, who turned fully to face the trio.

“No sir,” answered Tsetse, “only the colt, and the incident was discovered immediately.”

“Why does he look like that?” Chrysalis asked, slowly rising to her hooves.

“He’s a changeling now,” chirped Pupa who trotted in a circle around Sandbar. “But he still needs wings.”

“I’m not sure if I should find this humorous or insulting,” muttered Odonate, who lifted Sandbars head up by placing a hoof under the colts chin and looked over the ponies’ face. “Whose idea was this?”

“Mine,” the nymph beamed up at the guard, “so he doesn’t have to be scared about being around changelings.”

“By the hive,” hissed Chrysalis while placing a hoof between her closed eyes. “Pupa, you can’t go around releasing ponies from their cocoons and ponies should be scared of changelings, they are just food for us.”

“But we can play with them too right?” questioned Pupa. “Katydid and Lacewing would talk about playing with ponies all the time.”

Odonate choked on whatever he was about to say and had to take a few steps back from Sandbar to compose himself. Sandbar’s cheeks would have been bright red had his fur not been dyed black. Tsetse was now wearing a smirk from ear to ear and Chrysalis just sat on her rump and pressed her hoof harder between her tightly closed eyes.

“What?” innocently asked the nymph, looking from one changeling to the next.

“Okay, Odonate, Tsetse, take the colt back to the feeding chamber and return him to his cocoon,” her mother said, punctuating her command with a stomp of a hoof.

“No!” interjected Pupa, “We haven’t even played anything yet!”

“Pupa,” began Chrysalis but stopped when she looked into her daughters watery eyes.

“Please mom,” the nymph whimpered. “Just a few games?”

“I can’t believe I’m about too,” her mother’s voice trailed off into a grumble of unintelligible words and returned in a slight growl, “very well.”

“Woo!” cheered Pupa who, reminiscent of a baby goat, hopped up onto Sandbar’s back, then off and back down onto the floor.

“Uh, maybe you could let me go too?” the colt timidly asked. “You know, after a few games.”

The three older changelings in the room all gave Sandbar the same apathetic look.

“Or I could just stay and learn about changeling culture,” quickly said the pony, with a nervous smile.

“Oh! He needs fangs too!” the nymph said. “I’ll need to make him fangs later.”

“Would you like me to stay and guard the pony your highness?” Odonate asked.

“No, you both can go,” Chrysalis said, “I can handle him if he tries something stupid.”

“As you wish my queen,” both the guard and the scout said, bowing respectfully before leaving the room.

Pupa trotted over to the pile of left behind games and started to lay them out next to each other. One caught her eye right away, having a picture of a grinning changeling on the cover who was flying away from a group of ponies.

“This one has a changeling on it!” the nymph exclaimed and then unsuccessfully attempted to levitate the box, which was much heavier than a pebble, with her magic. “Let’s play this one first.”

Shuffling over to take a look at the assorted games, Sandbar frowned deeply at the one Pupa picked out. Seeing his reaction, Chrysalis gracefully walked over and scowled after viewing the boxes cover. A soft green glow enveloped the game, lifted it into the air and turned it around so her mother could read the back of the box.

“Maybe we should play a different one,” the pony suggested.

“No,” her mother said, placing the box back down at Sandbars hooves. “I think you should tell her the name and read her the packaging first.”

Looking visibly uncomfortable, the colt nudged the box as if it was toxic. Pupa looked from Chrysalis to the pony, her ears twitching and confusion etched on her face.

“Find the Changeling,” Sandbar read from the box,sounding unenthusiastic. “A game about hunting down a nefarious monster.”

“Go on,” said Chrysalis, returning to her pillow pile and waving a hoof at the colt for him to continue.

“A sneaky changeling has found its way into town and replaced one of the citizens,” Sandbar resumed reading aloud. “It’s up to you and your friends to track it down and expose it to the princess before it can complete its dastardly plan. Take turns finding clues and using your wits in figuring out which pony is really a foul changeling in disguise. Once you gather enough evidence to make an accusation, race your piece to Canterlot Castle and inform the Princess. Guess correctly and send that evil changeling off to rot in the Canterlot Dungeons; but guess wrong and your piece goes to the changeling hive… Two to eight players, for all ages, some assembly required.”

The excitement had slowly drained away from the little nymph as Sandbar had read and once he finished Pupa could only stare up at him silently. She turned away from the colt and walked over to her mother and pressed herself against her parent’s carapace. Chrysalis placed her front hooves around her child and held her protectively.

“Pony,” her mother said, “why don’t you just bring that checkerboard over here and set it up.”





A few one-sided rounds of checkers went by between her mother and Sandbar with the changeling queen winning each time. Eventuality Pupa had pushed aside her morose feelings and inserted herself into one of the games and took over playing from there. While she didn’t do anywhere near as well as Chrysalis, she didn’t let it upset her.

“Learn from your mistakes, plan ahead,” her mother coached but never attempted to suggest a play or stop a bad move.

Eventually checkers was set off to the side and exchanged with a different game. It was about guessing the location of your opponent's tokens across a sky based grid while they try to do the same to yours. Pupa had picked up on this one quickly and noticed that Sandbar liked to hide his tokens in the corners.

This continued on between Pupa and Sandbar through several different games and gradually both the nymph and the colt began to grow tired. Pupa had ended up falling asleep next to her mother right in the middle of a game about slides and stairways.





“What would you like me to do with the colt my queen?” asked Odonate as he looked over at Sandbar, who was off on the other side of the chamber and asleep, curled up on Chrysalis’s least comfortable pillow. 

“Nothing, for now,” said Chrysalis while tenderly stroking her daughter's mane. “I have my own use for him.”

“For what?” the guard asked.

“Pupa needs to learn ponies and changelings can’t get along,” explained Chrysalis, “and I’m going to get him to do just that.”
> Chapter 35 -Sign
> --------------------------------------------------------------------------

A group of thirteen ponies plus one collie trudged through the undergrowth of the Everfree. Winona sniffed along a recently made path, followed closely by Applejack, Lieutenant Silverspark and a contingent of selected guards.

“It happened just over there sir,” said Daybreak, her tone subdued.

The pegasus mare motioned to a spot of the forest floor where a struggle obviously occurred. Deep hoof prints, furrows of dislodged soil and dirty pegasi feathers of varying colors were scattered about, telling a silent story about the ambush.

“Oh mah stars,” Applejack said as her eyes followed the trail of devastation leading from a mutilated bush up into the broken branches of the surrounding trees. “That poor gal really had ah dern bad crash…”

Winona moved around in a circle, sniffed about the area and let out a little whine.

“I think that’s the way to the clearing where Chase, Galewing and I landed,” noted Daybreak as the group trailed Winona.

Ahead the forest opened up into a clearing with a large gnarled and leafless tree in the center. Upon entering, the Ponies all spread out and began searching around for any signs of changelings. The collie continued following the scent tail, circling the tree several times and started to head off back into the woods, heading east.

“Ya got them varmints scent girl?” Applejack asked, getting an affirmative bark in return. “Ata girl.”





Pupa giggled and clapped her front hooves together as Sandbar turned in a circle, showing off the costume insect wings that had been strapped to his back.

“Okay, now crouch down and hiss,” the nymph said.

Sandbar sighed, turned back around to face her, lowered his head a little and hissed softly.

“Not like that,” Pupa scolded, “Like this.”

The nymph set her front legs apart, hunched her shoulders up, turned back her ears, narrowed her eyes and let out menacing little hiss.

“Now you,” she instructed.

Mimicking her pose, the colt hissed through his teeth in her direction. Pupa hissed back, baring her fangs and buzzing her wings to encourage him on. Sandbar narrowed his eyes, inhaled a deep breath and hissed again, much louder than he had before.

“Rah!” Pupa lunged at the colt, causing the pony to whinny and stumble around in confusion as she clung to his side.

From a short distance away Chrysalis and Odonate watched as the nymph scrambled over Sandbar.

“It seems she’s exerting her dominance over the pony,” the old guard commented. “Ah, she has a good grip on the back of his neck.”

“She’s holding back,” Chrysalis observed, “only nipping and not breaking his skin.”

“Excuse me my queen,” Mosquito’s voice called out from the chamber entrance, drawing their attention. “sorry to interrupt but I have some odd news from ponyville.”





Gathered behind Twilight’s castle, a crowd of ponies chattered among themselves about the large object that had been erected by the reformed changelings and two royal guards. Some ponies even took turns having their pictures taken with Cricket, Maxilla and Tarsus while standing in front of it.

“Thorax…” Twilight said as she looked down at the scene from her castle’s sky gazing balcony.

“It turned out great didn’t it?” the changeling king asked, smiling and standing next to twilight, waving back at any creature that would wave up to him. “Just like you suggested.”

“I was being sarcastic!” she harshly whispered to him, looking like she was moments away from a major freak out. “Sandbar’s parents are going to see that sign and think I’m barely trying to get their son back! The dragons, griffons, hippogriffs and yaks will think I can’t keep my students safe and Princess Celestia will make me close the school down!”

“Really?” asked a perplexed Thorax. “I don’t get it. To me it looks like you’re trying everything you can to save sandbar.”

Twilight, looking terrified, trotted quickly in place while her eyes darted around as if searching for a place to escape.





“That can’t be true,” Chrysalis deadpanned, having trouble taking Mosquito’s report seriously.

“Hold on, I have a picture that I took of it,” said Mosquito as she used her magic to levitate a photo before the queen.

“Did they really think this would work?” Chrysalis asked, though more to herself. “There has to be something more to this.”

“From what I could tell, it’s just what it looks likes,” the attendant shrugged.

The queen frowned as she looked at the photo of a huge sign. Two wooden cut outs stood at opposite ends, one made in her likeness and the other in Twilight Sparkle’s. It had been crafted to resemble a speech bubble with Twilight saying ‘Hey Chrysalis, I’d really like to talk to you about your daughters’ foal napping; and if it’s not too much trouble, please return Sandbar because whatever’s going on, I can’t let it involve my students safety.’

“Mom?” Pupa asked, “is that supposed to be you?”

The nymph had coaxed Sandbar to stand behind her mother and was perched on his back. With her rear hooves on his withers and her front hooves on the top of his head, the colt gave her enough height to peek at the picture.

Still frowning, Chrysalis let her gaze lower from her daughter to the pony underneath her, who quickly avoided her eye contact by looking down and off to the side. A wicked smile slowly formed over her muzzle and her fangs poked out from her lips.

“Mosquito, do you have the camera still?” Chrysalis asked the attendant while turning to face Sandbar.

“Yes, my queen,” confirmed Mosquito as she levitated it out of her small satchel. “I have it here.”

“I think we should show the Ponies we’re not as evil as they make us out to be,” the queen said, her voice dripping with a false sweetness.

“My queen?” a very confused Mosquito asked.

Chrysalis pulled a surprised Sandbar over to her and positioned him so he was at her side. Finding his down turned ears and slouched over posture to be inadequate, she placed a hoof on his lower back and pressed forward until he sat up straight.

“Let’s send Sparkle a picture so she can see that her student is just fine under our care,” the queen said, now using her magic to adjust Pupa’s mane.

“Oooh,” Mosquito said, grinning and buzzing her wings as she quickly caught on.

“That means ears up and a nice toothy smile from you,” Chrysalis said to Sandbar, tugging the corners of his lips and the tips of his ears in her magic. “You don’t want to make us look like we’re being bad hosts, do you?”

“Uh, I guess not,” Sandbar said.

“What was that?” the changeling queen asked him with a very slight edge to her voice. “Drone.”

“Yes my queen,” the colt answered, getting a giggle from Pupa.

“Wonderful,” beamed Chrysalis, “now everyling smile!”





Winona stepped out from the shadows of the forest and into the light of the evening sun. After a quick sniff around she turned to look back in the direction she just came from, and let out a couple of little barks. A moment later Applejack, Lieutenant Silverspark and his troops emerged from the woods. 

After a few more moments of sniffing around the ground, Winona finally stopped, turned to Applejack and let out a little whine. 

“End of the trail huh girl?” the farm pony said, shook her coat free of debris and trotted up to the panting collie to give her an appreciative scratch behind her ears. “Well, ya did a good job Winona, atta girl.”

“So where are we now?” Silverspark asked, looking out over a steep cliff and at the rocky terrain beyond. “Is that Ramblin’ Rock Ridge?”

One of the guards unrolled a map, glanced over it, checked for any landmarks and then gave the Lieutenant the affirmative.

“Ramblin’ Rock Ridge huh,” muttered Silverspark as his eyes scanned over the far off cliffs.

“Me and the girls had us a little tussle with a pack of diamond dogs some years back,” Applejack informed the group, “but I ain’t heard much about um since.”

“Seems like a good place to hide out too,” the lieutenant noted, before turning back to the other guards. “Alright troops, the sun will be setting soon so we’re going to head back to camp. You all have five minutes to have a quick rest and a drink.”

The guards gave a salute and began preparing for the return trip. Silverspark trotted over to Applejack and politely removed his helmet. 

“I want to thank you and Winona again for your help,” the stallion said. “When we get back I’ll send the princess an update of our progress and a request for additional assistance.”

“It was ma pleasure,” said the farm Pony. “When we get back I’ll let the girls know. I’m sure everyone of um will wanna lend a hoof to stop them changelins an save Sandbar.
> Chapter 36
> --------------------------------------------------------------------------

Three flat pieces of slate levitated behind Mosquito as the attendant trotted through the entryway and into the chamber. Pupa, who had just awoken a few moments ago but felt content enough to just relax at the moment, curiously peeked her head out from under a large pillow. Just a few steps away, a still sleeping Sandbar laid curled up on another large pillow with a ragged blanket draped over top of him.

“Good morning my queen,” Mosquito greeted an already awake Chrysalis, who has been talking quietly with Odonate about the completion of the hives defenses. “I’ve prepared the special meal you’ve requested.

“Wonderful Mosquito,” her mother said and looked over at the slumbering pony with a wolfish grin. “Pupa, would you mind waking up our guest?”

The nymph nodded with a smile and slipped free from the pillow pile. With catlike movement she prowled over to Sandbar, crouched close to the cavern floor and wiggled her rump in preparation to attack.

“Sandbar!” Pupa shouted while loudly buzzing her wings.

When the colt leapt into the air from shock, the nymph gripped the edge of his blanket with her magic and yanked it away from him. The action caused the pony to barrel roll several times in midair ending with him dazed and confused when he crashed back down onto the pillow.

“Whazat?!” slurred the dizzy colt.

“Time to get up,” the nymph said, pulling on his tail with her teeth.

With a groan, Sandbar staggered to his hooves and stumbled from side to side until his equilibrium settled again.

“Come here colt,” commanded her mother in a tone friendlier to the pony than normal. “Mosquito has brought us something to eat.”

“Oh thank you!” said Sandbar, the mention of food seeming to sober him up quickly. “I’m starving.”

With haste the pony galloped over to the trio of older changelings. Pupa, still gripping his tail in her teeth, used her wings to glide through the air behind him like a kite.

“What are we eating?” the colt asked, appearing more excited than Pupa had ever seen him. “Pancakes, Hayburgers, Carrotdogs?”

Mosquito lowered the three makeshift plates to the cave floor, one in front of Chrysalis, one Pupa and lastly Sandbar. Each platter contained a variety of wiggling grubs, dried grasshoppers, berries and pieces of fruit, all mixed together. The meal seemed so enticing to the nymph that when she looked, smiling, over to Sandbar, his disgusted expression confused her greatly.

“What’s the matter?” she asked the colt.

“Yes, is there something wrong?” her mother also questioned him. “I thought you were starving?”

“It’s just that ponies, uh, don’t really eat bugs,” Sandbar muttered.

“Didn’t you say you wanted to learn about changeling culture?” questioned Chrysalis. “And Mosquito put so much work into this fine meal, you wouldn’t want to disappoint her would you?”

The attendant, who had remained standing just off to the side with Odonate, gave Sandbar a fine toothy grin when he looked over at her.

“Everything is fresh,” Mosquito informed the group, “the grubs aren’t the kind that bite and I made sure nothing was poisonous.”

“There, see?” her mother said, levitating a large tan grasshopper in front of Sandbar’s muzzle. “Give it a try.”

A bead of sweat rolled down the side of the colts head as he stared at the floating insect. Pupa joined her mother and levitated a bright purple berry alongside the grasshopper.

“Say Ahhh,” the nymph instructed, looking hopefully up at Sandbar. “They are good together, one is crunchy and the other is sweet.”

When Sandbar glanced back down at her she could sense a hint of compassion from the pony; and so after taking in a deep breath, the colt opened his mouth to allow both items entry. Then, with more effort than Pupa thought it should take, Sandbar started to chew. Before he could finish and swallow she had already levitated a juicy grub up before his snout.

“Mmmmm, ish good,” he said with his mouth full and a tear in his eye.

Once Sandbar began to eat on his own, without her coaxing, Pupa enthusiastically dug into her own mean, while her smirking mother took her time with hers. A beaming Mosquito clapped her front hooves together and Odonate just let out a single humored snort.





After the wonderful meal, Pupa sat before her mother and listened while Chrysalis instructed her on the different ways she could tweak her levitation magic. Sandbar was absent, having been instructed to go help Mosquito organize the attendant’s storage room.

“Pupa, instead of manipulating the entire item as a whole,” her mother explained as she motioned to a small wooden chest equipped with a padlock, “you’re going to focus on moving only a smaller piece of it. Within that lock are tumblers, which you can think of like crooked little teeth that need to be straightened out. Once they are lined up the lock can be opened.”

Chrysalis’s horn began to glow softly and instead of the entire padlock glowing, a faint green light emitted just from the keyhole. After only a few seconds Pupa heard an almost inaudible click and the shackle popped open.

“Learning this ability is extremely advantageous to our kind,” Chrysalis said before using her hooves to press the shackle back into the lock’s body. “We need to be able to go where we’re not wanted in order to survive and no amount of security should be able to stop us. Now let me see you try.”

With a determined nod, the nymph focused her full attention on the task set before her. First she did what she knew how to do already and lifted the lock in a magical grip. Then she attempted to shrink the magical field around the object by picturing it growing smaller. Suddenly a wave of feedback shot painfully through her horn, reminding her of that feeling you get when you bang your elbow in the wrong place. She cringed away, releasing the padlock from her magic, and looked at her mother for an explanation.

“You have to focus the magic inside the lock,” said Chrysalis. “What you just tried to do was bring your magic from the outside of the object to the inside. If the item had been made of something much weaker, like pottery and not iron, you would have simply crushed it.”

“But why did it hurt?” Pupa asked, rubbing her head just below her horn as the painful tingle faded.

“Simply put, the lock is made of metal and the metal is stronger than your magic,” her mother informed her. “You attempted to do something with your magic that it’s not powerful enough to do and so it turned back on you.”

“Oh,” the nymph whispered and looked back over at the padlock.

“Good, now try again,” Chrysalis instructed.

Once again the nymph regarded her target and, as a way to mark its spatial location in her mind, briefly enveloped the entire lock within a magical aura. Her mane slid over one eye as she slightly tilted her head and probed at the opening of the lock with her magic, trying to feel for the ‘teeth’ within.

“My queen,” Mosquito's voice called out from off to the side and caused the nymph to lose her concentration. “I’m so sorry to interrupt.”

“What is it Mosquito?” her mother asked the attendant who was standing at the cavern entrance with Sandbar at her side.

“The larva are hatching,” said Mosquito.

A jumble of emotion could be felt coming from her mother and Pupa could only watch her parent silently as Chrysalis sorted them out.

“Do you want to see the larva Pupa?” her mother questioned in a subdued tone.

“Would it be okay?” the nymph asked.

“Yes, of course it is,” said Chrysalis. “Go along with Mosquito for now and I’ll be along shortly.”





A large crowd of changelings had already gathered within the nursery by the time Pupa, along with Mosquito and Sandbar, reached the chamber. Most of them stood in pairs, watching different groupings of eggs and waiting, while others interacted with the newly hatched larva.
Thinking back on her own time as a larva, Pupa was a little confused about how different things were now. There was no gathering when she hatched, only Katydid, Lacewing and her mother.

“Mosquito?” the nymph asked, “why are there so many changelings here?”

“They’re here to see their young, your highness,” the attendant explained. “Would you like to see my egg?”

“Sure,” chirped Pupa.

The group weaved their way over to a single periodically twitching light green egg and Mosquito gently rested one of her front hooves against its shell.

“Can I touch it?” the nymph asked as she timidly steeped closer.

“Yes, but please be very careful princess,” the attendant said.

With diligent control, Pupa placed a hoof against the shell and traced it along one of the darker green streaks that ran over its surface. It was surprising to the nymph at how much warmth the egg gave off and she quickly pulled her leg back, afraid of causing any harm, when she felt it move.

“Can I touch it too?” Sandbar asked Mosquito.

Some of the closer changelings in the room looked warily over at the pony among them and Mosquito seemed to really mill over the question in her mind.

“Just for a second,” the attendant eventually said.

Sandbar slowly touched his hoof to the egg, unaware that the majority of the room’s occupants watched him now.

“It’s really warm,” the colt commented as he removed his hoof and sat down on the floor.

The egg began to quiver again as a small crack appeared on its surface that gradually spider-webbed out. Mosquito excitedly buzzed her wings and moved closer to witness a tiny black horn break through the shell. Slime covered and hissing, a small changeling larva emerged.

As Pupa watched she couldn’t help but be reminded of her own hatching, so frightened and confused at the time. The nymph thought it strange now and questioned herself to why she had such a reaction, unlike Mosquito’s larva who just peered around while loudly calling out for food.

‘Maybe I’m just weird,’ she thought, observing as Lacewing brought over a bucket of water so the newborn could be cleaned.

A hissing noise coming from beside her brought the nymph out of her contemplation. Looking down she spied a single changeling larva as it began crawling up her leg and the many other grubs that wormed their way up to her.

“What’s happening?” she whispered, freezing up slightly as another hatchling scaled her leg.

“They’re attracted by your pheromones,” her mother’s voice explained.

Chrysalis, having arrived un-noticed by Pupa, fluidly strolled over and lowered herself to the cavern floor beside the nymph. The majority of the gathering larva now began to congregate over to Chrysalis, while only a few remained with Pupa.

“My what?” the nymph asked, absently mimicking her mother by settling down beside the older changeling.

“Your scent,” Chrysalis elaborated. “It’s pleasant and calming for the larva.”

“My scent?” Pupa said to herself while thinking about how comforting her mother smelled to her.

Lifting one leg up, the nymph attempted to detect her own pheromones and gave her carapace a sniff. Chrysalis chucked softly as just under two dozen recently hatched larva swarmed over her.

“Just another part of being a queen,” her mother said.





Little by little the changeling parents left the nursery, returning to continue their various duties around the hive. Katydid and Lacewing took turns feeding the hissing larva and even made the still present Sandbar an offer to sample it. The colt declined.

After all the larva had been fed, her mother began humming a tune, the same one from the day of her own hatching. Pupa joined along and noted how the familiar melody lulled the larva around her to sleep. Her own eyelids began to grow heavy and it wasn’t long after that the little nymph joined the larva in a nap.





“Do you think you’ll ever settle down and have children of your own one day?” the silhouette sitting next to him asked.

A group of the strange creatures that moved on their hind legs chased after each other in front of him. They laughed, running away from one of their own who was attempting to catch any of them that came close.

“Probably not,” he said to her. “I’m not that good with kids anyway.”

“That’s a lie,” the figure said and nudged him. “My kids love when their older cousin stops by.”

He shrugged and glanced down at his claw-less digits.

“It’s not because of what happened with ----- is it?” she asked softly and it made his skin crawl. “That wasn’t your fault.”

“I know,” he said, giving her a false smile.

A terrible feeling overwhelmed him. Helplessness, ashamed, useless, the feelings burned in his chest. That screeching sound… He never wanted to experience the events from that awful day again…





The nymph gasped awake, covered in a cold sweet. She felt like a pit had formed in her stomach and tears were running down the sides of her face.

“Pupa?” her concerned mother asked, still resting on her belly beside her and covered in larva. “What’s wrong?”

“I don’t know,” the shaking nymph whispered, pressing herself closer to Chrysalis. “I just feel like something really bad happen and it hurts inside.”
> Chapter 37 - Student Six, Minus Two
> --------------------------------------------------------------------------

Silverstream rested her cheek against the palm of her talon as she leaned on the windowsill with a frown on her beak. The young hippogriff watched Celsetia’s sun as it lowered over the horizon but, lost in her own thoughts, didn’t really ‘see’ it.

“We should be out looking for Sandbar,” Smolder grumbled. “Not just sitting around here and waiting.”

The dragoness was sitting on the floor, back resting against the side of Yona’s bed and bouncing a rubber ball in frustration against the wall opposite her.

“Headmistress Twilight says we have to stay inside until the situation with Chrysalis is taken care of…” the hippogriff repeated in a monotone for the fifth time within the last hour or so.

“Yeah, well I think it’s taking too long,” said Smolder as she threw the ball with a little extra muscle behind it.

“This all Yona fault,” the yak said, laying in her bed and facing the wall. “If Yona not find little changeling cocoon, Sandbar not be in trouble.”

“Yona, it’s not your fault,” said Silverstream, “You didn’t know what it was. None of us did.”

“You think Sandbar really trapped in changeling pod like Ocellis said?” Yona asked, worry in her tone.

“I hope not,” shivered Silverstream, “it sounds terrible.”

“If Chrysalis and her changelings tried something like this in the dragon empire they would be flying away with their butts on fire,” hissed Smolder while twin trails of smoke rose from her nostrils.

During one particularly hard throw by Smolder, the ball nicked the side of the dresser and ricocheted toward the opening dorm room door. In the wrong place at the wrong time, Gallus ended up catching the ball in his open beak. The blue griffon narrowed his eyes and furiously shook his head until it became dislodged.

“Not the best welcome for someone with news,” Gallus grouched as he wiped saliva from his beak.

“Well knock next time before you just barge in,” Smolder chided.

“Sorry, but I was kinda in a hurry, since I know where Sandbar is,” the griffon deadpanned, “and thought you might like to know.”

“Where is he?” All three females in the room cried out and turned to face Gallus at the same time.

“Someplace south east called Rambling Rock Ridge,” Gallus informed them.

“How do you know?” questioned Silverstream. “Did you see him?”

“No I didn’t see him,” the griffon said, “but I did see a large group of pony guards go off on a search for him.”

“What, wait?” blinked Smolder.

“Okay, so this morning I saw professor Applejack with a group of guards and I got kinda curious,” explained Gallus. “So I snuck out, found a stray cloud, hid inside it and started to follow them.”

“And they didn’t see a cloud tailing them around?” Smolder asked with crossed arms.

“It’s not like I was right behind them,” the griffon said. “We griffons have great eyesight so I just stayed way up above them until they reached the Everfree Forest.”

“What did you do when they reached the Everfree?” Silverstream asked.

“l lost track of them for a while until I heard Applejack’s dog barking,” continued Gallus. “Then I spotted them searching around a clearing in the middle of the woods. When they went back under the trees I decided to fly down lower so I could trail them by sound.”

“So what does this have to do with rumbling rock range?” pressed Smolder as the little orange dragoness impatiently tapped her elbow with a claw tip.

“I’m getting there,” said the griffon, “and it’s Rambling Rock Ridge.”

“Whatever, just finish the story already,” growled Smolder.

“I will if you stop interrupting me,” mumbled Gallus before going on. “So the Everfree runs along the border of Rambling Rock Ridge and that’s where Applejack and the guards ended up. It turns out they had been using Applejack’s dog to track the changelings.”

“Did they find any?” asked Yona.

“That’s the thing, they just left!” Gallus exclaimed. “They wanted to wait because the sun was going down.”

“So they just left without trying to save Sandbar!?” gasped Silverstream. “We have to go!”

“Yeah if they aren’t going to rescue him then we will!” Smolder said determinedly, punching a fist into her palm.

“Yona want to save pony friend too,” the yak agreed. “Take Yona to rocky road raisin.”





Four specters descended from the night sky, gliding to a flat ledge among the near barren landscape. With great care three of the dark figures lowered their fourth member to the ground and then landed alongside her.

“Can Yona open eyes now?” asked the juvenile yak who was now wearing a very dark green blanket on her back along with a little helmet from her homeland.

“Yeah, we’re here,” confirmed Gallus before he pulled the hood of his black sweat jacket off his head.

“So where should we start?” Silverstream asked, decked out in a dark grey turtleneck with a bandit mask over her eyes.

“There are some caves along the cliff sides over there,” Smolder pointed out after lowering the bandana from her muzzle.

“Okay everycreature, arm up,” said Gallus.

With a determined nod the hippogriff opened the satchel at her side and each of them took a turn to remove an item from it. Gallus equipped himself with two cans of insect repellant and shook them both before stowing them in his jacket pockets. Smolder dual wielded two large fly swatters and made a practiced series of attacks against an invisible enemy. Silverstream pulled the plunger back on a bug sprayer and placed it in a holster just behind her withers. Yona didn’t need anything else other than her helmet because yaks smash.

“Do we all remember the plan?” asked Smolder.

“Yeap,” said Silverstream, “Smolder goes in first because she can see the best in the dark, Yona follows as her backup and me and Gallus guard the rear.”

“Good,” nodded the dragoness, “now where do we start?”

“That cave looks as good as any other,” said Gallus, pointing up at an opening in the cliff face.

All agreed and once again the three creatures gifted in flight lifted their yak friend into the air and over to the opening in the stone.

“We ready?” asked the griffon.

“Let’s do this,” answered Smolder,

“For Sandbar,” said Silverstream.

“Time to bring pony friend home,” the yak snorted and pawed the ground with a hoof.





Huddled together, the quartet slowly made their way down the tunnel. While helping the group slightly to see, the intermittent patches of glowing mushrooms and moss made their journey eerie and otherworldly.

“This place reminds me of an underwater cave in seaquestra I once found,” whispered Silverstream. “These little sea slugs that lived there provided the only light from these glowing feathery things that grew on their backs. My brother touched one and they all sucked in their glowy bits and the cave went pitch black. We had to wait until they lit up the cave again before we found our way out. It was awful.”

“Sssssh,” the dragoness held up an open claw to warn her friends to stop.

“What is it?” the yak asked softly.

“I think I hear something,” Smolder explained and squinted into the darkness ahead.

“Um girls?” said Silversteam, “where did Gallus go?”

Looking all around them the three friends discovered, much to their apprehension, their griffon companion was indeed missing, leaving only a few azure feathers behind on the stone floor.

Yona bit her bottom lip and took a few steps backward, stopping when she heard the sound of something cracking beneath her. The freighted yak reflexively grabbed ahold of Smolder at her side and the two had barely a moment to realize their predicament before the ground gave way and they disappeared into darkness.

“Yona, Smolder!” cried out Silverstream.

When the hippogriff attempted to reach the hole her friends vanished through, one of her rear hooves tripped over something. Staggering forward slightly, she regained her balance only to have a large net fall on her from above.

“Oooohh not good, not good…” she whispered to herself, struggling to get out from under the net.

A low hissing sound came from behind the hippogriff and she froze in place. When she finally dared to turn around and look behind her, there was a set of glowing blue orbs staring directly at her. A fanged mouth slowly opened, its white teeth dripping with saliva, and it caused her to let out a sharp gasp. The creature’s long forked tongue reached toward her neck and all the lone trembling hippogriff could do was squeeze her eyes shut and lean away.
> Chapter 38
> --------------------------------------------------------------------------

*Click, Click, Click*

The tumblers inside lined up once again and the shackle popped free from the locks body. A green glow enveloped the device and once again pushed the two parts together, relocking the padlock.

*Click, Click, Click*

Pupa repeated the magic exercise, for hive knows how many times now, trying to keep her mind off the strange dream and the sickening feeling it left her with.

*Click, Click, Click*

After she had awoken and had a little time to calm herself, the nymph insisted on returning to her room to continue trying to pick the padlock. As soon as she had walked over the threshold, Pupa focused all her attention on the lesson her mother started to teach her earlier. When she managed to pop the lock for the first time, not even an hour into practicing, she felt little gratification and her mood remained morose.

*Click, Click, Click*

Sandbar even tried to cheer her up by complimenting her accomplishment but she didn’t have it in her to do more than nod at the pony in acknowledgement. The first lock soon became too easy and she requested another one from her mother. Chrysalis appeared concerned about her dour state and told her to take a break and maybe play a game with her instead.

*Click, Click, Click*

She thought about it momentarily but declined, telling her parent that she ‘just didn’t feel like playing right now’ and went back to her busywork. Not long after, Mosquito brought her a small pile of locks and she picked her way through them one by one as her mother supervised and Sandbar played with a pack of cards.

*Click, Click, Click*

“Pupa,” Chrysalis said, gently placing a hoof on the nymph’s withers. “It’s getting late, maybe you would feel better after some sleep?”

About to decline her suggestion, the little changeling ended up biting her tongue once she got a good look at the worry creasing Chrysalis’s features. With a nod she walked over to the pile of pillows and curled up so the end of her tail was almost touching her snout. Sleep didn’t come to her and so the little nymph let her vision focus in and out on the dark cerulean hairs in front of her face.

“Your highness,” she heard Phasmid’s voice and looked up just as the guard came flying into the chamber, “there are intruders in the hive.”

“How many?” Chrysalis asked, swiftly going from laying on her pillows to standing on her hooves with a quick buzz of her wings.

“Four,” the guard informed her, “but they didn’t make it very far before being captured.”

“Where are they now?” asked her mother.

“The yak and the dragon are in the process of being unstuck,” Phasmid said, “but we’re having a little trouble with the dragon because she keeps blowing fire. Odonate is on his way to assist and to take care of it.”

“A dragon?” questioned Chrysalis.

“Yes, though a juvenile one,” the guard said, “I also think both her and the yak are the same ones present at the school when we rescued Pupa.”

“And the other two?” asked the queen. “Are they also from Sparkle’s school?”

“I believe so,” confirmed Phasmid. “A female hippogriff and male griffon.”

“Just four? Was there a little light blue traitor among them?” pressed Chrysalis with narrowed eyes.

“Only the four,” Phasmid answered, “but we are checking the other tunnels for any additional trespassers.”

Pupa, now distracted from her own issues by the current event, climbed to her hooves and trotted over to stand next to her mother.

“Bring the hippogriff and griffon to me,” commanded her mother. “I have some questions for them. Once the other two are restrained, bring them as well.”





Before the captives had been escorted into the room to stand before her mother, Chrysalis explained to the young nymph how to properly prepare the venue for an intimidating effect. The queen instructed Pupa to sit next to her and Sandbar to stay beside Mosquito, who stood a short distance away, off to the queen’s side. A few other changelings had also taken up protective positions in the room and among the few who Pupa knew were Tsetse, Weevil and Aphid. After everyling had taken their places her mother told the changeling standing at the chamber entrance to bring the prisoners in.

A familiar bright blue catbird and light pink ponybird were escorted into the room by Phasmid and another changeling. To render the use of their wings ineffective, both creatures had a ring of resin secured around their middles keeping the limbs firmly in place against their sides. Head down, ears lowered and worry on her face, Silverstream appeared crestfallen. On the other hoof, Gallus seemed more irritated, with his eyes narrowed and a deep frown creasing his beak.

When they spotted Sandbar, with his mane and fur dyed while wearing a fake horn and wings, the two took an almost synchronized double take.

“Oh my gosh!” exclaimed the hippogriff, dropping to her rump and putting both palms of her talons against her cheeks. “Sandbar what happened to you?!”

“Uh, hey Silverstream,” the colt timidly replied, “just had a little makeover, no big deal.”

“Silence!” roared Chrysalis in a dual tone, causing many of the rooms occupants to flinch, “You’re not here to ask questions, you’re here to answer them.”

“We’re here to save our friend,” Gallus grumbled loud enough for all present to hear.

A green aura surrounded the griffon, dragging him forward and face to face with her mother. His bravado melted away instantly when he looked directly into her piercing and glowing green eyes; eyes that told all watching she was in no mood for back talk.

“Why are you here?” Chrysalis hissed.

“We’re here to save Sandbar,” Gallus repeated after swallowing a lump in his throat.

“Why else?” pressed her mother.

“Why else?” the griffon asked, looking a little confused.

“Why else?” growled Chrysalis when she asked again.

“That’s all we came here to do,” Silverstream said, attempting to step forward only to be stopped by Phasmid’s firm hoof on her shoulder. “Honest.”

“And that’s why you brought these cans of poison?” her mother asked, “To save your friend.”

“Well, yes,” admitted the hippogriff after a moment of contemplation, “it’s an insect repellent, but I understand how you could see it as poison. At the time I... we didn’t really see it that way… we just needed stuff to protect ourselves.”

Chrysalis harrumphed, using her magic to return Gallus back to the floor and next to Silverstream.

“How did you find our hive?” the queen questioned them.

“Just a lucky guess,” Gallus shrugged and was swiftly lifted into the air, with magic, by his tail.

“This isn’t a game griffon,” warned Chrysalis, “now tell me how you found us?”

“I tracked you to this area,” answered Gallus.

That news caused her mother to sit up and the present changelings to mumble amongst themselves.

“How did you track us?” Chrysalis asked, her tone somber.

“I’m a griffon,” Gallus said. “We’re great at hunting.”

“Excuse me, queen Chrysalis,” Silverstream said, “Could you um, please put Gallus down now that he answered your question?”

“Does any other creature know we’re here?” Chrysalis asked, turning her attention to Silverstream.

“Just us four,” said the hippogriff.

Frowning, her mother released her magic hold on the griffon, allowing him to drop catlike onto his paws and talons. The cavern became quiet while the queen pondered this new circumstance and Silverstream looked around the room, making eye contact with Pupa.

“Hi Silverstream,” the nymph chirped. “Did you really come to take Sandbar back?”

“Yeah,” nodded the hippogriff, looking over to her pony friend “we really miss him…”

“Just stay here then,” she innocently said. “If you’re scared to be around changelings like he was, I can turn you into one.”

“Do what now?” balked Gallus.

“I turned him into a changeling,” she pointed a hoof to the colt.

“Yeap, I’m a changeling,” Sandbar said with an awkward grin, and received a pat on the head from Mosquito.

Clearing her throat, all the attention in the room returned to Chrysalis.

“Tsetse, Mosquito and Weevil, take the pony, griffin and hippogriff to another chamber and keep an eye on them,” instructed her mother. “Featherwing, go and tell Odonate I require his presence and get him any assistance he might require to handle the situation he’s overseeing. Phasmid, Aphid, remain with me.”

“Mom,” Pupa whispered, her tail excitedly flicking from side to side behind her. “Can I go with Mosquito and everyling else?”

When the nymph saw the serous look on her mother’s face she had expected her to say no but instead Chrysalis let out a small sigh and nodded her head.

“You can go, but listen to Mosquito,” her mother affirmed before looking over to the non-changelings in the room. “And you three, for your own sakes, don’t do anything to make me regret not putting you all in cocoons.”
> Chapter 39 - The Queen’s Response
> --------------------------------------------------------------------------

“Twilight, Sandbar’s parents are here to see you,” said Spike, cracking open the door to Twilight’s office and peeking inside.

Within the room the purple alicorn sat behind her desk. She appeared to be in the middle of a calming exercise, eyes closed, one front hoof against her chest and the other up above her head. When she inhaled through her nostrils, she brought her aloft hoof down in a small arch close to her chin and put it back up again as she released her breath.

“Twilight,” the young dragon repeated, louder this time.

After one final intake of oxygen she lowered her hooves and opened her eyes again to look over at her assistant.

“Okay Spike, please send them in,” she said.

The door fully opened allowing entry for an earth pony mare and stallion.

“It’s nice to see you both again,” Twilight said, slipping off her chair and walking around the side of her desk to great the two in a less formal way. “I’m sorry it’s not under better circumstances, and I want you both to know we are doing everything we can to find Sandbar.”

“Yo, princess Twilight,” greeted the yellow mare in a surprisingly laid back manner. “We know you are bra. That sign outside, totally gnarly.”

“Ah, yes, the sign,” stammered the alicorn. “That’s just a minor part of our effort, we are doing more than relying on the sign. Princess Celestia has deployed some royal guards to help and, despite a setback, they believe to have discovered the location of the changeling hive.”

“Righteous bra,” the light mint green stallion said, his pale cyan dreadlocks swaying, a lazy smile on his face and his eyes half closed.

“Eheh, right, righteous,” Twilight nervously chuckled. “So you have nothing to worry about, just leave this in my hooves.”

“We’re totally not worried princess,” said sandbar’s father, “our little dude helped save Equestria, remember? He’s like, not going to let some bogus changelings harsh his mellow.”

“Totally,” the mare agreed and rested the side of her head against her husband.

The alicorn fidgeted her wings as she looked from one parent to the next. She had forgotten how easy going Sandbar’s family was the last time she spoke with them but in this situation she thought it maybe a little too lax.

“Excuse me, Twilight?” said a voice from the doorway. “I know you’re in a meeting but I have something you need to see.”

Looking over the heads of the ponies in front of her, Twilight spied Starlight Glimmer along with Spike, looking slightly concerned and levitating an envelope with her magic.

“I’m sorry, would you two mind excusing me for a moment?” politely asked the alicorn.

“It’s cool with us princess,” Sandbar’s mother said with a smile, her head tilting a little and her messy pink mane bobbing slightly.

The princess quickly trotted over to the door and joined Starlight outside in the hallway.

“Please tell me that’s not more bad news Starlight,” said Twilight.

“I’m not sure,” answered the unicorn as she passed over the envelope. “I tripped over it when I left the castle this morning and saw it was addressed to you so I ran it over.”

Twilight looked at the front of the envelope and cringed after reading the message elegantly written on the front. ‘To Princess Twilight Sparkle, From Her Highness Queen Chrysalis and Princess Pupa regarding previous and current concerns.’

“Actually, this might not be bad,” said Starlight and continued to explain when Twilight gave her a withering look. “I mean, have you ever known Chrysalis to send a letter before? If she’s reaching out maybe she’s willing to listen to reason before things get worse.”

“Chrysalis didn’t seem to be in a rational mood when she attacked the school Starlight,” said the alicorn as she opened the envelope, “I think what happened to her children really is true. It’s hurting her badly and causing her to act reckless.”

A dozen pictures levitated from the envelope and Twilight mentally readied herself before looking down at the first one.

“What in Equestria?!” the princess blurted out.

“Something is written on the back too,” informed Spike.

After flipping the picture over, Twilight figured her unicorn friend got a good look at it when she had also expressed a loud ‘what?!’ of her own.

“Sandbar is welcomed into the hive,” the alicorn read aloud before flipping the picture back around to look at it again.

Her missing student, with his fur dyed black and made up to appear as a changeling, sat next to a smirking Chrysalis. Standing on his back and looking over the top of his head was the smiling changeling nymph that had inadvertently been brought into the school.

“Well at least he’s not trapped in a slimy cocoon,” Starlight said, taking the picture to look at it again for herself, “But why is he dressed like a changeling?”

“Making new friends,” Twilight read from the next photo and turned it over to see a nervously smiling Sandbar sandwiched between two grinning changelings.

“Taking time out for a little rest,” said Starlight, squinting at the back of the next photo. “What does that one show?”

“Sandbar asleep on a pillow with the little changeling lying on his back…” said Twilight and passed it off to the unicorn.

“This one would be kind of cute if he wasn’t a prisoner and all,” muttered Starlight. “And other than being dyed black he doesn’t look hurt.”

“The nymph’s biting him in that one,” Spike pointed out to the next picture that had been placed in upside down among the rest, “but he looks more uncomfortable than in pain.”

“With no nymphs her own age to play with,” read Twilight, “Sandbar has selflessly volunteered to be Pupa’s playmate.”

Both Twilight and Starlight put their heads together to view the picture. As spike had described, the nymph, Pupa, was standing on Sandbar’s back and had one of his ears in her teeth.

“Thorax once told me a story about when he and Pharynx where nymphs,” said Starlight, “they enjoy wrestling and it can get rough.”

“Wait, there’s something here too,” said spike, leaning over to pick up a sheet of paper that had fallen free from the photos and onto the floor. “Looks like a letter.”

Twilight’s magic quickly snatched up the paper from spikes claws, unfolded it and began reading along with Starlight.

‘Greetings Princess Twilight Sparkle,

Her highness, Queen Chrysalis, has been made aware of the newly constructed sign behind your castle and the message written there upon. While finding such a method to attempt contact ridiculous, and the representation of her likeness to be subpar; her highness is mildly interested in what you have to say in regards to the recent unprovoked attack upon her subjects, the absconding of her daughter and the unspeakable atrocity committed against her brood.

If you indeed wish to engage in dialog with her highness, she is willing to accommodate you at a time and place of her choosing. If you agree to such a diplomatic summit please adjust the message of your sign so that we might prepare for such a meeting.

As a show of benevolence, her highness has included within this envelope photographic proof that our guest, Sandbar, has not been harmed in any way; but instead he has been practically adopted by the other members of the hive.

Also currently in our possession are two female earth ponies, two male pegasi, one female pegasi and one male unicorn, all members of the royal guard. We regret to inform you that among the above mentioned the female pegasi was badly injured, due to her own actions, while harassing a member of our hive. To again show our amiability, despite her transgressions, the mare’s health has been diligently tended to. In regards to the other five, besides a few minor injuries, they are well and resting comfortably within our domain.

The queen patiently awaits your response.

Sincerely,

Mosquito, attendant to her highness Queen Chrysalis.

P.S.

Her highness may be more amenable if the hostile forces you are currently hosting outside your castle are dismissed back to Canterlot.’

“Well, that’s a rather,” Twilight paused to search for the correct word, “formal letter.”

“More like it’s dripping with mockery,” said Starlight.

“I can look past that if Chrysalis is serious about having a discussion,” Twilight said, “we could end this entire conflict peacefully and without any pony else getting hurt.”

“Or she could just be toying with you,” the unicorn suggested, “or it could even be a trap.”

“I know,” said Twilight, “but if there’s a chance for a nonviolent solution to getting Sandbar and the guards back I have to try.”

“Hey, honey, check out our son in this picture,” said Sandbar’s mother, who at some point came out into the hall and was now looking over Spike’s shoulder at the pictures in his claws. “He’s only been with them changelings for like two days and he’s totally made friends with them.”

“Wicked,” said the colts father. “But I’m not sure about the goth look.”





The previous evening Ocellus had been invited over to headmare Twilight’s castle to have dinner with Thorax as well as the other changelings from her hive. It was nice to have a traditional changeling meal and she even got to stay for the night in her own private guest room complete with fluffy pillows. But the next morning when the young changeling returned to the student dorms she was surprised to find the room she shared with Smolder empty.

Thinking her friends might have gone out early, she began to search for them around their favorite hangouts in the school. When she was unable to locate any of them she started asking some of the other students if they had seen them, but none had.  

Ocellus knew they shouldn’t have gone off the campus grounds, due to the current curfew, and so the light blue changeling became very concerned about their absence. It wasn’t until she returned to her room for the second time that she noticed the note left atop her pillow and she gingerly snatched it up.

What she read on the page caused her eyes to widen, and her stomach to turn. It also caused her wings to carry her as fast as they could to headmare Twilight’s office because she knew her friends were in big trouble and needed help.
> Chapter 40
> --------------------------------------------------------------------------

The fluffy end of Gallus’s tail had her attention as it flopped from side to side behind the sitting griffon who talked with Sandbar. Even though she knew it was just a tuft of fur, the need to pounce on it as if it was an unaware creature had become almost irresistible. She ran her tongue over her fangs in anticipation and she started to crouch down in preparation to spring.

“Gallus,” Sandbar said to the griffon, motioning forward with his head toward the stalking nymph.

Alerted to her intent, the target curled around the griffon’s haunches and thus was now protected by the aware Gallus. Sandbar, for his interference, received a scowl from her and the colt just rubbed the back of his neck with a front hoof while looking off to the side in response.

“Besides dealing with the little terror over here,” the griffon motioned to the nymph, “and the dye job, what else have they done to you?”

“Well, if I’m not playing with Pupa, they have me help clean up around the hive,” said Sandbar.

“Did they put you in a pod?” asked Silverstream in a whisper.

“Yeah, for a few days,” confirmed the colt. “Until Pupa let me out.”

“I ripped the pod open with my teeth,” the nymph added and bit into the air with her fangs as if to demonstrate, “and we played Checkers and then Stairs and Slides.”

“What’s it like?” asked Gallus, “I mean, being in the pod.”

“It’s like being surrounded in pudding,” explained Sandbar, “but like, without drowning? It’s oddly warm and you can’t help but fall asleep.”

“You haven’t been hurt have you?” the hippogriff asked and then quietly added; “Have they fed off you?”

“No, other than a little rough housing from Pupa, they haven’t really harmed me,” Sandbar said. “But yeah, I have been fed on, I think just by Pupa.”

“Sandbar’s love is good,” commented the nymph. “OH! Can I try yours?”

Silverstream blanched and leaned away.

“Are you scared of me?” the young changeling asked, her eyes growing large like an owl.

“Err, well, not really?” the hippogriff answered and fidgeted in place.

“Because I can feel you’re scared of something,” Pupa replied. “Gallus is too.”

“I’m not scared,” muttered the griffon, crossing his front legs over his chest and looking slightly annoyed. “But I’m not very thrilled to be here.”

“You don’t want to be here but you came here to take back Sandbar?” the nymph questioned with a tilt of her head.

“Yes, that’s right,” said Silverstream.

“Is it because he’s a pony and shouldn’t be around changelings?” Pupa asked suspiciously.

“What? No!” gasped the hippogriff, “one of our best friends is a changeling. Remember Ocellus?”

“Hey, what’s all that whispering?!” Tsetse called out while squinting skeptically at the youths.

“Nothing!” Silverstream croaked.

“So can I taste your love then?” the nymph asked again.

“I’m just not sure about the whole being fed on thing,” responded the hippogriff, rubbing her shoulder with one of her talons while looking off to the side with a face that clearly showed how uncomfortable she was.

“It doesn’t hurt,” Sandbar said, “if she only takes a little. For me it felt like being tired after going up a few flights of stairs.”

“I still think I’ll pass…” responded Silverstream, triggering a little pout from the nymph.

“So what happens next,” Gallus called out to the adult changelings. “You going to stick us in pods?”

“That’s up to the queen to decide,” Mosquito said. “For now you’re privileged with freedom and the company of her highness.

“Then we’re prisoners and babysitters.” Gallus deadpanned and looked over at Sandbar.

“No, you’re a captive intruder,” rasped Tsetse, “as is the hippogriff and your other two accomplices.”

“I’m more the babysitter,” said Sandbar.

“I think you’re more of a pet,” commented the scout.

“If we’re ‘captive intruders’ why are we allowed near Pupa?” Silverstream asked the trio of changeling mares who stood at the only exit of the room.

“Because her highness wishes to play with you,” answered Mosquito.

“And because we’re here to make sure nothing happens,” added Weevil with narrowing eyes. “I’m sure you can imagine what would be done to you if you hurt the queen’s daughter.”

“Could you at least tell us where our other two friends are?” asked the hippogriff.

“It can take a little while to free something from the type of trap they landed in,” explained Mosquito, “especially if they are being uncooperative.”

With everyone distracted, Pupa prowled around the hippogriff and quickly burrowed into Silverstream’s tail, submerging herself within the soft hairs. The hippogriff shot up with an ‘EEP’, and started to turn in a circle to see what had a hold of her. Pupa stubbornly remained firmly attached and went along for the ride until Silverstream realized it was her and calmed down again.

“Ah, Pupa?” the hippogriff said, shaking her tail. “Would you mind getting out of there?”

“It’s comfy,” the nymph chirped, peeking out at Silverstream with a mischievous smile.

Gallus rolled his eyes and the hippogriff just shrugged before dropping back down to her belly on the floor.

“Silverstream?” asked Pupa.

“Yes?” blinked the hippogriff.

“What trap did you get caught in?” questioned the nymph.

“Um, a net,” frowned the hippogriff who blushed slightly and tried to adjust her bound wings.

“Really?!” Pupa squeaked excitedly.

“Um…yes?” Silverstream reaffirmed. “Is that bad?”

“No because I made that one!” grinned the nymph, the statement causing Gallus to snicker.

“Don’t laugh griffon,” said a smirking Weevil. “You didn’t even make it to the traps before you were snatched through a crawl space.”

Scowling, Gallus placed his back against the cave wall as his tail once again started to curl actively from one side to the other. Sandbar gave the griffon a comforting pat on the shoulder and Silverstream showed him a reassuring smile. For some reason the interaction caused Gallus spirits to slightly rise and he chuckled softly.

Pupa, able to feel the love for his friends radiate off the griffon, remained sheltered within Silverstream’s tail and basked in the energy like a cat in the sun. Due to the conjunction between her soft comfortable surroundings and her lack of rest, Pupa drifted off into pleasant sleep.
> Chapter 41 - Plans
> --------------------------------------------------------------------------

“They did what?!” exclaimed Twilight.

The alicorn, in a state of complete dismay, tipped her chair over and crashed to the floor as she attempted to quickly exit her seat. Triggered by the resulting tremor from her fall, the haphazardly stacked books and scrolls on the headmare’s desk began to tumble over in a cascade of parchment that buried the purple mare and littered the floor. A transparent raspberry colored aura coalesced within the disarray and then there was a flash of bright light. The alicorn, using a teleportation spell, vanished from under the jumble and now stood snout to snout with her changeling student.

“They went to rescue Sandbar!” repeated an equally concerned Ocellus.

“This is bad!” said Twilight who began to trot quickly in place. “What were they thinking?!”

“Rescuing Sandbar was taking too long!” Ocellus answered and started to mimic the alicorn’s hoof movements subconsciously. “Or that’s what the note they left said!”

Lifting up the startled changeling in her magic, Twilight suddenly shot forward at a gallop as if some invisible force that was keeping her in place had been removed. Out of control of her own momentum, the disoriented student pumped her legs in a way that appeared like she was running on air. Seconds later they both burst through the door of Starlight’s office, causing the light pink unicorn within to jump in surprise.

“Starlight, I need you to help me gather up the girls!” explained a rapidly speaking Twilight. “Gallus, Smolder, Yona and Silverstream have gone off to save Sandbar!”

“They did what?!” balked Starlight. “How do they even know where to look?”

Twilight opened her mouth to elaborate but froze in place with her jaw hanging open. She turned to look at the changeling, who still floated in her magic, for the answer to the question she neglected to ask the student herself. Ocellus, realizing they were now waiting on her to enlighten them to more details, looked down at the note from her friends that she still carried.

“Let me see, found out Sandbar was somewhere in Rambling Rock Ridge, didn’t have time to let you know, left right away…” the light blue changeling squeaked when she finished reading snippets from the note aloud and looked at the two mares, “it doesn’t say how.”
“Rambling Rock Ridge is where Applejack said they think the changelings are,” said Starlight.

“Yes but if Chrysalis now has Gallus, Silverstream, Smolder, and Yona, it creates a new set of colossal problems!” said the alicorn, “and who knows what will happen when the other kingdoms find out!”

“Panicking won’t help,” the unicorn said, placing a hoof on her friend’s withers. “Take a deep breath Twilight.”

Following Starlight’s suggestion, the alicorn closed her eyes and inhaled through her mouth before calmly letting her breath back out. After repeating the action a few more times Twilight opened her eyes again and nodded to the unicorn.

“Okay, let’s think this over,” said Starlight. “Would Chrysalis harm any of the students?”

“If I go by the stories Thorax has told me about growing up under her rule, along with our past experiences with her and if we can trust the note she sent about Sandbar and the guards, no,” the alicorn answered.

“And remember when I, Trixie, Thorax and Discord went to rescue everypony from her a few years ago?” asked Starlight. “The changelings had just been keeping all of you in those cocoons when they could have simply done away with any of you.”

“Thorax told me that if it could be helped, it’s not in their best interest to harm potential meals,” nodded Twilight.

“So maybe there’s still is a chance for all this to work out peacefully,” said Starlight.

“Starlight, I don’t think there is,” said the alicorn, looking forlorn.

“Why?” blinked the unicorn.

“Because I need to contact the griffon, dragon, yak and hippogriff kingdoms about the missing students,” Twilight said. “They’ll send representatives to retrieve the students and I have a feeling they’ll be very aggressive going about it.”

“But why tell them?” Starlight questioned.

“It’s the right thing to do,” Twilight explained. “I’m responsible for the safety of those they left in my care and that includes keeping them informed on the good and the bad things that occur here at the school.”

“But if it could cause more harm than good wouldn’t it be better to wait?” asked Starlight.

“Starlight, if your foal was being held by Chrysalis wouldn’t you want to know?” the alicorn rhetorically asked.

“Of course!” said the unicorn, “but we don’t know if they are with Chrysalis or still just searching for the changeling’s lair. We should check around and see if we can find them first, then inform the other kingdoms. It will also give us time to try and contact Chrysalis and fix all this without anypony else getting harmed.”

Seeming very conflicted, Twilight began to pace in front of Starlight’s desk.

“Okay,” the purple alicorn stopped and took in a deep breath, “here is what we’ll do. I’m going to speak to lieutenant Silverspark and tell him to hold off any operations they have planned. Then I’ll ask Thorax and the other changelings to update the message on the sign. While I’m out doing that, I need you to gather up the girls and let them know about Yona, Silverstream, Smolder and Gallus. We’ll all meet back here in an hour, figure out who should stay behind to watch over the school and who will go to Rambling Rock Ridge to search for the missing students. If they can’t be found before sundown then Spike will send the letters to the other kingdoms, explaining to them what has happened and what we are doing to remedy the situation.”

“Alright, I’ll go find the others,” said Starlight as she walked over to her office door.

“Um Twilight?” squeaked Ocellus “Could you put me down now?”

A blush of embarrassment covered Twilights cheeks as she looked at the young changeling. Ocellus was still floating helplessly in her magic and somewhere along the way ended up being upside down.





“Our situation is growing more complicated,” Chrysalis addressed the assembled changelings. “Keeping the hippogriff, dragon, yak and griffon here will only lead to more trouble.”

“But if we free them then they could just tell others where we are,” said Phasmid.

“They already know,” grumbled the queen. “The griffon was lying through his beak, I could easily sense the increase in his anxiousness.”

“My queen, why not call him out on the lie?” asked Featherwing.

“Because doing that wouldn’t change the situation, others still know we are here,” said Chrysalis, “It’s better to let the griffon and his friends think they can trick us for now and use it to our advantage later.”

“If others know we are here then should we begin relocating?” asked Aphid.

“Yes, but right now we don’t have any place picked out to move to,” the queen said bitterly. “Frankly I’d like to just turn Sparkle’s castle into a new hive and she can go look for a new home.”

“There are four locations I could suggest,” Odonate said. “Ghastly Gorge to the south west, Hayseed Swamp to the south east, the Foal Mountains to the north east or Galloping Gorge to the north west.”

“Foal mountains will stick us between Canterlot, Fillydelphia and Hollow Shades,” Chrysalis thought aloud, “Hayseed swamp is close to here but will take us farther away from Ponyville. Galloping Gorge is also a good distance away and puts us closer to Vanhoover and the Crystal Empire. Ghastly Gorge has lots of hiding places but is also infested with quarry eels.”

“Is there a problem with moving away from Ponyville my queen?” asked Aphid.

“Only that it will make it more difficult to figure out who really attacked our Everfree hive,” answered Chrysalis.

“It was the ponies and the traitors,” Featherwing said before looking from one changeling to the next, “wasn’t it?”

“I’ve been talking the matter over with Odonate and have come to the belief that someone is using Thorax and the ponies as scapegoats,” Chrysalis informed them.

“Thorax is too soft hearted, too tainted by pony ideology to orchestrate an unprovoked attack on us,” explained Odonate, “and Princess Sparkle is more interested in making friends than enemies.”

“If they aren’t responsible then why did Leech betray the hive?” blinked a confused Featherwing.

“Hopefully Vespa will catch up with him soon, return him to me and I can pry those answers from his filthy husk,” Chrysalis hissed. “But going back to our current issues-“

Stopping mid sentence, the queen focused her attention to the changeling fidgeting at the chamber entrance.

“Is something wrong Bristletail?” Chrysalis asked the infiltrator.

“Sorry for interrupting, your highness, but the dragon and yak have been quelled and are now freed from the mucus trap,” said the soft voiced mare. “We have them in a holding cell and await your orders for them.”

“Leave them there for now,” instructed the queen, “and once we finish our conference I’ll let you know what to do with them next.”

“Yes my queen,” bowed Bristletail, “I also have news from Antlion; she said the sign in Ponyville is already being updated.”

“Sparkle probably knows I hold four more of her little students now,” the queen smirked, “and is eager to get them back.”

Chrysalis began to pace slowly across the chamber floor, taking a moment to digest the new bits of information and add it to what she already knew or suspected. The other changeling patiently waited, giving her both silence and the time she needed.

“Odonate and Phasmid, gather any changelings you need to keep lookout for any more intruders and to begin preparations to have the hive relocated to the Foal Mountains,” Chrysalis began. “I know it must be aggravating for everyling to have to move again so soon but it needs to be done.”

“Yes my queen,” the two guards said in unison with a respectful bow before flying off to start on their tasks.

“Aphid, I want you to take Mosquito’s place watching over the griffon, hippogriff and pony,” continued Chrysalis, moving her gaze to the scout. “Then have her return to me with my daughter. Featherwing, go with Bristletail to Ponyville and tell Antlion that I want to know the moment a single guard even looks in this direction. Once the sign has been finished and you know sparkle’s answer, come back right away.”

“As you wish my queen,” the trio said and quickly left to complete their orders.

Now alone, Chrysalis let out her breath and began to plot out what to say in her next letter to Twilight Sparkle.
> Chapter - 42
> --------------------------------------------------------------------------

All around changelings hurried busily about, bundling up various items and transporting them to the hives upper chambers. Pupa watched them curiously as she trotted alongside Mosquito, both heading back down the hallway that lead to her mother’s lair.

“We’re here my queen,” Mosquito said as they trotted over the threshold.

Chrysalis looked up from a piece of parchment she levitated with her magic and rolled it up. She then returned it to a polished wooden chest, among a multitude of other papers and scrolls.

“Why is everyling so busy?” Pupa asked, looking back at the room’s entrance as groups of changelings flew past.

“They are preparing to move,” Chrysalis said as she walked over to her daughter.

“But how come?” the nymph asked.

“Because the ponies likely know where we are hiding now and it’s not safe for us to stay here,” her mother explained.

“Why?” blinked Pupa, “You told me we’re stronger than the ponies.”

“We are,” confirmed Chrysalis, “but if they out number us it wouldn’t matter. Many ants can overpower a single scorpion.”

“Couldn’t we just catch them in traps like Gallus and Silverstream?” the nymph suggested.

“Some of them,” said Chrysalis, “unfortunately if their numbers are high all the traps we make wouldn’t be able to stop them all.”

“That’s not fair,” muttered the nymph.

“It’s not worth getting upset about it,” her mother said. “In the long term it won’t matter and right now I want you to focus on something else before we have to leave.”

“What?” asked Pupa and tilted her head slightly, causing her mane to slip over one of her eyes.

“I want to teach you a new spell,” Chrysalis said, “one to protect yourself.”

“Okay,” Pupa nodded, but the normal excitement at learning more magic was muted thanks to the news of their upcoming relocation.

“Now then, I’m going to teach you how to create a shield,” said Chrysalis while taking a few long steps back. “Observe.”

Setting her full attention on her parent, the nymph watched as her mother’s horn illuminated with an emerald glow. Almost immediately, starting from above her horn and ending in a wide circle at the stone floor, a half dome of transparent green energy flashed into existence around the queen. Seeing the shield reminded Pupa of a similar one cast by the purple alicorn a few days ago.

“Mosquito,” Chrysalis called to the attendant. “Attack me.”

“Yes my queen,” said the changeling after a brief pause.

A short beam of bright green shot forth from Mosquito’s horn and broke against Chrysalis’s shield like a drop of water against the cavern floor. With a small smile on her lips, her mother dismissed the barrier and turned her gaze back to the nymph.

“First I want you to close your eyes,” Chrysalis instructed and then waited until Pupa did. “Now, start by focusing your magic above your head, try and create a ball out of it.”

With her eyes shut, the nymph imagined a green ball of energy floating in the darkness. Carefully she began to draw forth her magic energy, just as she did when she levitated the pebbles, only this time willing it to roll in on itself in the shape of a sphere.

“That’s it,” her mother whispered, “now increase its size.”

Clenching her teeth slightly, Pupa fed more magic into the orb she pictured above her. Then she noticed a small tickle, like a spider’s legs walking over her carapace, at the location where the back of her horn connected to her forehead. A sudden shiver ran down her spine and she gasped, opened her eyes and began losing control of the energy.

“Keep hold of it,” said Chrysalis, “it’s more than you’re used to but you can do it.”

Taking in a deep breath, sitting up straighter, and ignoring the distracting sensation crawling along her back, Pupa stared straight ahead. Wide eyed, but vision unfocused, she didn’t see the growing sphere of magic spinning in the air above her head.

“Good, very good,” breathed her mother, taking a few steps around her. “Now you can let it go.”

Exhaling sharply, Pupa followed Chrysalis command and cut off the flow of magic. Looking up, she barely caught sight of the orb before it dissipated into nothing.

“It felt weird,” panted the nymph, arching her back slightly in an attempt to banish away the phantom reminder of the tickle. “Like something was crawling down my back.”

“You’re summoning more magic than you have before,” her mother said, “and your body’s not used to it yet. The feeling will pass the more you practice. Now, do it again.”

Once more Pupa closed her eyes, folded her ears back and repeated the process of creating the ball of magic above her. Just as before the tingle returned and she absently buzzed her little wings while doing her best to disregard it.

“Now, stretch it out,” said Chrysalis, her voice now coming from behind the nymph.

The nymph’s ear twitched and she imaged the ball of energy flatting in on itself at the top and bottom, causing the sides to bulge and expand. Without hearing any indication to stop, she continued distorting the magic. Then the chill along her back increased two fold, she squeaked in surprise and the gathered magic burst into a small harmless shower of sparks.

“That was a good start,” her mother said. “Take a break for a few minutes and then I want you to try it again, alright?”

Pupa nodded and rolled onto her back, trying to alleviate the tingle as if it was an itch. Chrysalis gave her a small smirk and then walked over to Mosquito.





“Forgive me if I’m overstepping my bounds,” began Mosquito, out of earshot of the nymph, “but creating a shield is a rather advanced spell for someling so young.”

“I know it is,” said Chrysalis, a bit of pride slipping into her voice “but she’s been able to surprise us quite a few times. If she can learn to control the magic she can already gather, just imagine her potential.”
> Chapter 43 - Rambling Rock Ridge
> --------------------------------------------------------------------------

The sound of dry crunching dirt under her newly polished hooves caused Rarity to frown and she pulled the brim of her large, but rather fetching, hat down to better block the sun’s rays from her azure eyes. Slightly distracted by the wardrobe adjustment, one of her hind legs accidentally brushed against a small withered bush; the bur it left on her immaculately groomed light grey coat caused her to let out a soft disapproving tut. With a flick of her well coiffed indigo tail, the unicorn sent the repugnant little seed skipping away across the ground.

“Has anypony seen any signs of the missing students yet?” she asked aloud, but to no pony in particular.

“None here!” Pinkie Pie loudly responded, “Or here! Or here! Or over here!”

Pouting her bottom lip slightly, Rarity watched her energetic pink friend as she seemed to pop in and out of existence from behind various pieces of the landscape.

“Pinkie,” said Applejack, “I dun think it’s a good idea tah be so loud right now.”

“I agree,” Rarity added. “While I have an unspoken truce with the diamond dogs around here and they’ll likely leave us be, we have no such convenience with the changelings dear.”

“But doesn’t Twilight want to talk to Chrisy anyway?” Pinkie asked, her curly hair bobbing as she hopped over to the unicorn.

“I do,” Twilight confirmed, “but I’m not sure if Chrysalis is serious about talking to me. That’s why we should keep a low profile while looking for the students.”

“Oh, I gotcha,” winked Pinkie before she ran her hoof across her lips to mimic the sealing of a zipper, somehow complete with sound.

“I think it might be too late anyway,” said Rainbow Dash from above, with Fluttershy flying alongside her.

The light cerulean mare landed next to Twilight, unintentionally kicking up a little dust, and adjusted her wings against her sides while shaking out her messy windswept mane. In a manner completely opposite of her fellow pegasi, Fluttershy landed on her hooves with the poise of a dancer, making not a sound and disturbing not a pebble. Even the yellow mare’s lengthy mane and tail didn’t have a hair out of place.

“Why is that dear?” Rarity asked and attempted to use her magic to adjust her friend’s multicolored mane. “Did you spot something up there?”

“Yeah, sort of,” Dash answered and made a face while trying to duck away from Rarity’s magical hair styling.

“Sort of?” asked Applejack.

“I keep seeing different pegasi flying overhead,” said Dash.

“I don’t follow ya,” said Applejack.

“Look, they always pass by, two at a time and always heading to or from town,” explained Dash, pointing up to a pair of pegasi heading away from Ponyville and towards the east. “And I keep getting the feeling they are watching us.”

“So yer sayin they might be disguised changelings on a patrol or somthin,” Applejack said.

Twilight rubbed her chin with the back of her hoof and looked up at the pegasi while she thought to herself.





“I wish they would just leave already,” grumbled Featherwing, currently disguised as a tan pegasus stallion.

“Ugh, I know,” agreed Bristletail in the form of a lilac mare. “We’ve had to change shape four times and now my wings are getting tired from flying back and forth so much.”

“Well I say if they haven’t left by our next pass over we just enter the hive anyway,” said Featherwing.

“You know we can’t do that,” Bristletail scolded him.

“Why not?” questioned Featherwing. “It’s obvious they know the hive is here and they want to talk to the queen. You saw the new message on the sign.”

“Yes but her highness wants the meeting on her terms, not theirs,” said Bristletail.

“Oh great, now the one with the rainbow hair is coming this way,” pointed out Featherwing, “Act like you’re my special somepony or something…”

“Ick, I’m your sister,” said Bristletail. “Let me just act like that.”

“I didn’t mean it like that,” Featherwing hissed and received a ‘sisterly punch’ in the shoulder for his sass.





“Dash is talking to them,” Rarity, now sporting a stylish pair or Neigh-Ban sunglasses, noted aloud as she and her friends watched the interaction taking place above in the clear sky.

“I hope she’s careful,” Fluttershy said softly.

Apparently whatever Dash was saying upset the pair of pegasi and they both began to angrily gesture with their hooves. Their response caused Rainbow Dash to adapt a look of incredulity that ended the discussion. Scowling, the two pegasi soared away and an equally unhappy looking Dash returned to her friends.

“They’re changelings alright,” Rainbow Dash confirmed.

“Did they tell you that or do you just think they are?” Twilight pressed.

“They have to be,” exclaimed the pegasus, “they said Fleetfoot is a better Wonderbolt then me! Can you believe that?! I can fly rings around-”

“Darling,” Rarity interrupted Dash before the mare could go into a long winded explanation of why she was the better Wounderbolt, “what exactly did you say to them?”

“I told them to knock off the act because we knew they were changelings,” said Dash, followed by a collective groan from her friends.





“Wow you really set her off with that Fleetfoot comment,” said Featherwing as he glided alongside Bristletail.

“It’s been a running joke back at the hive that the next ling to run into Rainbow Dash would tell her that,” the mare smirked as the two of them passed over a hill and out of sight from Twilight and her friends. “I’m surprised you never heard us talking about it.”

“Now that you mention it, I remember hearing Tsetse saying something like that before,” said Featherwing as the two of them circled down to the ground.

“Actually she is the one that came up with the idea,” Bristletail said, stretching her back out and popping her joints with satisfaction.

“She might get mad at you for doing it before she could,” warned Featherwing.

“Oh well, her loss,” Bristletail said and clicked her tongue.

“For someling with such a gentle voice you sure have a mean streak,” chuckled Featherwing. “Oh and by the way, um, please don’t hit me again.”

“No promises,” came her retort.

“Anyway, so what do we do now?” Featherwing asked.

“How about we just turn into some birds and slip past them,” Bristletail said, rolling her eyes.

“Why didn’t you suggest that sooner?” snapped Featherwing, “we could have skipped wasting so much time and returned to the hive already!”

“Well why do I have to be the one to think of everything?” frowned Bristletail. “I know your head is mostly empty but you have to have some brains in there.”

“Oh shut up and stop being such a- Ouch!”





At the request of Phasmid, Odonate made his way to the upper tunnels as busy changelings flew past him. When he spotted a small group of them sticking to the shadows near the main entrance he frowned, wondering what was holding them up from the relocation efforts.

Curled up in the sun by the caves mouth rested a large brown snake. When the old guard cleared his throat, it looked back in at him, flickered out its tongue and then slithered back into the darkness. Once the serpent was a sufficient distance from the exit, a green fire surrounded it and Phasmid trotted free from the flames.

“I take it something's wrong,” Odonate said in his gravelly voice.

“We have a few visitors,” answered Phasmid, nodding his head back to the cave entrance. “Twilight Sparkle and her friends.”

“What are they doing?” asked the senior guard.

“Right now it looks like they are searching for something,” said Phasmid, “but they’ve been staying down below the ridge.”

“Alright, let me go have a look,” said Odonate.

Green magic swirled around the scared guard and a large stony grey bat flew up to the mouth of the cave to cling to the ceiling. Despite hanging upside down he was able to study the six mares as they moved along the valley and checked behind the scattered boulders below. After a few moments he was satisfied with what information he could gather and swooped back to land next to Phasmid, back in his natural form.

“It doesn’t look like they have the Elements on them, that's good,” Odonate said and stretched a kink out of a hind leg. “I would hazard a guess that they’re looking for the young intruders.”

Phasmid opened his mouth to say something but then looked past Odonate, back at the cavern exit where two charcoal and rust colored vultures landed. The pair of avian scavengers stretched their wings before tucking them back against their sides and then waddled into the shadows.

“You two are late but I already know why,” the guard said to the birds.

“We’ve been waiting for them to leave,” said the first vulture who shifted its form into Featherwing.

“And they know the hive is here,” the second vulture said softly while changing back into Bristletail. “One of them even tried to interrogate us.”

“Maybe we should just engage them?” suggested Phasmid.

“No, things are complicated enough,” said the old guard, “we won’t attack them unless they try to enter the hive or the queen tells us to go out and get them.”

“Sparkle updated the sign and wants to talk to the queen as soon as possible,” Bristletail informed them.

“Yeah, the rainbow maned one said as much when we talked to her,” added Feathering.
Odonate took a moment to go over the situation in his head and then exhaled with a grumble. He gave the three changelings in front of him a serious face when he peered back up at them.

“Keep an eye on them,” he instructed, “I’ll let the queen know.”





“These look like Yak hoof prints,” Fluttershy pointed out, looking down at a set of tracks in the dirt, “but they just appear here and vanish again a few steps away.”

“Smolder, Gallus and Silverstream must have carried Yona here,” said Twilight, following the short distance the tracks went with her eyes, “then flew away again with her.”

“Twilight, take a peek yonder,” Applejack said, drawing their attention to half a dozen openings along the upper ridge. “There sure are a lot ah caves up on the ridge.”

“Fifty bits says those caves are swarming with changelings,” said Rainbow Dash.

“Um, girls,” said Rarity, calling for their attention. “I wouldn’t make that bet with Rainbow…”

When the five other mares looked over to Rarity their eyes widened in disbelief at what stood just a few dozen hoof-lengths away from the posh unicorn.

“Twilight Sparkle,” said an undisguised changeling, his voice like sandpaper and one side of his face slightly disfigured. “Her highness, Queen Chrysalis, agrees to have an audience with you.”
> Chapter 44
> --------------------------------------------------------------------------

On the outside, her mother appeared the picture of confidence as she lounged along her side atop her pile of comfortable pillows. Inside however Chrysalis was nervous. Only because she was sitting right next to the changeling queen could Pupa sense it, and just barely at that. It was like catching a brief scent and then losing it immediately; you knew you smelt it, but before you could confirm that you had, it was gone without a trace.

The nymph looked back at her parent and give her a small smile in an attempt at showing her support, what little she could anyway. Her smile must have been a nervous one, since she was slightly worried herself concerning the event that was about to take place, and her mother placed a reassuring hoof on her withers.

“Everything will be fine,” Chrysalis whispered to the nymph. “I’ve been handing troublesome creatures for a long time and they won’t cause anyling harm. Just remember what I told you, we’re the predators, they are the prey.”

“Predators shouldn’t fear the prey,” continued Pupa. “Prey fears the predator.”

“That’s right,” said her mother, “what else?”

“We’re predators but we are not mindless beasts,” said the nymph, “be cautious with prey because even a mouse can strike back when cornered.”

“Good,” Chrysalis leaned down to nuzzle her daughter and Pupa gladly accepted the affection while taking comfort from her scent. “Now pay close attention to me. I’m going to control this meeting by throwing her off with only a single sentence.”

“I will,” chirped the nymph with a nod.

A few changelings began to filter into the chamber now, Mosquito and Phasmid among them, and took positions on either side of the room. With a nod from her mother the closest changeling to the entrance cleared his throat and began to speak.

“Her highness is ready” he said, “They may enter.”

The purple alicorn entered the room, trotting alongside a powder white unicorn with a violet mane. Both mares took each step with a determined poise. While the unicorn kept her head up, wanting to show them just how self-assured she was, it was the alicorn that held Pupa's attention. She didn’t appear the same way she had those few days ago; now her eyes simmered with resolve.

Both mares stopped and stood in place at the halfway point between Chrysalis and the exit, then a long pause of silence filled the chamber.

“Twilight Sparkle,” her mother said in a dual tone while keeping her voice sweet as honey, “how are your brother and sister-in-law fairing these days?”

As if she had been struck in the chest by an arrow, the alicorn, Twilight, tensed up. Both of her eyes widened and one of her ears twitched. The white coated mare leaned over and whispered something out of the corner of her mouth which seemed to restart the alicorn’s breathing. Chrysalis gave them both a vulpine grin then ran her tongue over her fangs.

“They were already cocooned when I last saw them,” her mother went on in her normal voice, “so we never had a chance to… catch up.”

“They’re fine,” answered Twilight with a tinge of abhorrence in her tone. “Happily married, deeply in love, and raising a wonderful foal; despite any of your disruptions.”

With the smile never leaving her lips, Chrysalis rested her cheek on the back of a perforated hoof. Her sharp emerald eyes glowed briefly and she tilted her head, causing a part of her long mane to slip over one eye to rest against her muzzle.

“So nice to hear that,” the queen purred, “but it seems you’re not in the mood for pleasantries. Perhaps we should get right to the colloquy about the issues at our hooves.”

“Yes, I think that would be for the best,” the alicorn agreed. “I request the immediate release of any captives currently in your possession.”

“We are disinclined to acquiesce to your request,” answered Pupa, causing all eyes in the room to shift focus onto her. Though she was completely unsure as to why she said that or how she even came up with such a phrase, she felt compelled to add one last sentence. “It means no…”

A long uncomfortable hush passed and the nymph swallowed the little lump that developed in her throat. Chrysalis then let out a mirth filled chuckle and reached around her daughter’s barrel to pull her against her chest. The alicorn exhaled, adopted an unimpressed look and cleared her throat.

“I have to agree with my daughter,” Chrysalis said, “unless you can give me a good reason to turn them over to you.”

“Because they had nothing to do with any attack on you,” said Twilight, her determination appearing to return. “Especially not my students.”

“Then perhaps you could enlighten us with who did?” pressed her mother.

“I don’t know,” answered the alicorn, “but it certainly wasn’t me or Thorax.”

“So you say,” said her mother, narrowing her eyes.

“Because it’s true,” the alicorn curtly said before continuing. “Look, let’s start by going back to the letter you found. Yes, it is one of my enchanted scrolls and it did have my personal seal on it, but after doing my own investigation on it, I believe it was stolen from my home. I think someone forged the message on it in an attempt to causes a fight between us.”

“Stolen from your castle?” asked the changeling queen.

“Yes,” Twilight nodded.

“Don’t you have some kind of security?” questioned Chrysalis. “Guards? Wards? Perhaps something called a lock?”

“Of course I have locks,” said the alicorn, “but I’ve never had any use for guards or wards.”

“You are a princess right?” asked her mother. “The other princesses have guards, though they are mostly for show.”

“What does that have to do with any of this?” sighed Twilight.

“Because maybe if you had some kind of protection set up in your castle, no one would have been able to steal from it,” deadpanned Chrysalis, “and we wouldn’t be in this situation.”

“You’re blaming this on me?” balked the alicorn, frowning deeply and fidgeting her wings slightly. “How could I have expected something like that to happen? How could anypony!?”

Chrysalis let out a scoff and rose to her hooves. Her horn glowed softly and Pupa felt herself being lifted from the pillow pile to be placed on her mother’s back. With a few graceful strides, the changeling queen walked up the two ponies, overshadowing them with her height.

“I have lost twelve children sparkle,” Chrysalis hissed, “I almost lost them all. I’m entitled to blame someone.”

The alicorn stared up at the queen in silence, not backing away from her menacing stature. Then her violet eyes glanced to the nymph and took on a tinge of sympathy.

“Chrysalis,” said Twilight softly with only compassion in her voice, “I’m sorry about what happened, and I understand how you feel but-“

“No, you don’t understand,” snapped her mother, lowering her head so she was almost muzzle to muzzle with the alicorn. “You have no idea what it’s truly like to lose a child and you have no right to say you understand unless you have.”

"You’re right,” admitted Twilight, lowering her eyes. “I don’t know what it’s like. I can only imagine how hurt you feel.”

Slightly appeased by the alicorn’s concession, her mother raised her head up again, giving Twilight back her personal space.

“Since you’re in the mood to be understanding then I hope you can understand why it’s so easy for me to believe you and Thorax had some involvement in this,” Chrysalis said. “Since your student and him both worked together to poison the minds of my changelings.”

“Starlight and Thorax didn’t poison their minds,” defended Twilight, “they showed them they don’t have to steal love to survive. Thorax is leading them to a better way of life.”

Again her mother scoffed, turned her back on the alicorn and she shook her head as she took a few steps away.

“Thorax is leading them to their graves,” her mother said.

“What do you mean?” asked Twilight.

“Do you think that in all the thousands of years changelings have existed, or even in the hundreds of years I’ve been alive, that there weren’t a few like Thorax?” Chrysalis put forth, looking back over her withers at the alicorn. “What do you think happened to them?”

“There aren’t many records on changeling history,” said Twilight, “and I can’t say I remember coming across any similar stories.”

“I’ll enlighten you then,” Chrysalis said, returning to her pillow pile and sitting on her rump. She levitated Pupa from her back, placed the nymph in front of her and gently ran a hoof over her mane. “Their pretty colors will fade, their chitin will become brittle, their wings will crumble and then they’ll be no more than empty shells.”

“That’s… awful,” whispered the unicorn, placing on of her shiny hooves over her mouth.

“I’m sorry but how can I believe that’s true?” asked Twilight. “Every one of Thorax’s changelings that I’ve meet seems to be completely healthy.”

“What they did is like pouring a pile of dry leaves on a fire,” her mother explained. “It will burn brighter for a short amount of time but it will use up its fuel all the faster. For a few years they should be fine, maybe even for a decade or two, but then a sickness will set in. I know because I watched it happen before.”

A few of the changelings in the room began to whisper to one another and there was the sound of nervously buzzing wings.

“Let’s say I believe you,” the alicorn said, obviously suspicious, “could anything been done to help them?”

“I don’t care if you believe me,” said Chrysalis with no anger in her voice, just an acceptance, “and there is no way to help them.”

Twilight became momentarily withdrawn, a hoof against her chin and her eyes focused on the stone floor. Seemingly content to let the alicorn be for the moment, Chrysalis began to groom her daughters mane, fixing a tangle in the back and slipping the hairs behind Pupa’s ears. When the nymph looked up at her doting mother she could see the specter of regret in the matron’s eyes.

“Excuse me,” the white unicorn spoke up with her strange accent, “I know a lot of new information has just been divulged, and it is rather daunting, but perhaps we’ve gone a little far off topic?”

“Yes, I agree,” said Chrysalis, “let’s get back to the business at hoof. The release of a half dozen guards and your students, and yes I did say students. Four more of the little dears came to us all on their own, almost like four other uninvited visitors from years past; only this time they didn’t get very far.”

“If you harmed a-” the alicorn began.

“Please save it Sparkle,” her mother sighed, “calm you’re fetlocks, they’re safe and sound.”

The nymph nodded, thinking Gallus, Silverstream and Sandbar to be perfectly fine when she was with them.

“What are your demands then?” asked the alicorn, her eyes slightly narrowing.
> Chapter 45 - Agreement
> --------------------------------------------------------------------------

It was quite the surprise for Twilight when Chrysalis dismissed the majority of the gathered changelings, leaving only herself, her daughter, a changeling mare and the scarred guard. The guard, who Chrysalis addressed as Odonate, took up a position at the chambers entrance, while the mare, Mosquito, remained off to the side of the changeling queen.

Two pillows were levitated from the matron’s collection and one dropped in front of Twilight while the other was offered to Rarity. The two pony mares took the provided seats, though Rarity took a moment longer than Twilight, perhaps unsure about its cleanliness.

“My ‘demand’ is complete and total absolution for my changelings and myself,” said the queen.

“I don’t have the authority to grant that,” Twilight said bluntly. “However, what would your intentions be if such an act was granted?”

“To continue doing what changelings have always done for thousands of years,” said Chrysalis.

“Attempting to conquer Equestria and feeding on the love of others?” deadpanned Twilight.

“My hive is no longer overpopulated and thus we have no need to conquer Equestria, not anymore,” admitted Chrysalis.

“But you’ll still disguise yourselves and drain other creatures of their love,” said Twilight.

“Of course,” answered the queen, seemingly amused. “You don’t expect a griffon to stop eating meat, why should we stop feeding on love?”

“That’s not the same,” debated Twilight, “they don’t prey on creatures cognizant of their own intelligence. They also don’t trick their ‘meals’ by posing as someone who cares about them.”

“We can’t help our dietary needs,” retorted Chrysalis.

“Your dietary needs rely on the manipulation of other creatures emotions,” responded Twilight.

“So your own personal sense of ethics renders our dietary needs as wrong,” scoffed Chrysalis. “As evil?”

“Sandbar lets me feed on him,” interrupted the little nymph who had been previously silent. “Is that bad?”

“If you do it too much it is,” answered Twilight after a long pause. “It could really hurt him.”

“But I know how much love I can take now, so it’s fine, right?” asked Pupa, looking up at her mother.

“Not to her,” Chrysalis said, nodding her head in Twilight’s direction.

Pupa gave Twilight a sour look, causing the alicorn to exhale through her nostrils and stare quietly at the devious queen. To her side Rarity coughed into her hoof.

“Perhaps we should move on,” suggested the unicorn. “Maybe there is something more plausible we can agree on?”

“I thought my request to be very plausible, Rarity” said Chrysalis with a frown, “but apparently they don’t fit within the ideological pony utopia. Very well then, how about this; you allow me and my hive to relocate without any harassment.”

“And if we did this you would let every creature go?” asked Rarity.

“No,” Pupa said flatly. “Not Sandbar, he’s mine.”

Both Rarity and Twilight looked at each other, with a mixture of confusion and apprehension at the nymph’s announcement. When they looked back to Chrysalis, the changeling queen showed them no signs of correcting her daughter and only watched them silently.

“Pupa,” Twilight began, “Sandbar doesn’t belong to you, and he doesn’t belong to anyone.”

“He’s marked with my pheromones,” stated the nymph, “so he does.”

“He’s what?” balked Twilight while Rarity looked like she was about to faint.

“Sandbar was defeated by Pupa while they roughhoused,” Chrysalis explained, “she showed her dominance over him and marked him in victory.”

“I’m hesitant to ask but how does one ‘mark’ somepony?” stammered Rarity.

“You rub your sides against them,” said the nymph, as if it should be obvious.

“That’s it?” blinked Rarity.

“What did you expect it to be?” frowned Chrysalis.

Not answering the question, Rarity blushed while avoiding every creature’s eye contact and began to wave her hoof in front of her muzzle as if to fan herself.

“Er, Pupa,” said Twilight, “marking Sandbar with your pheromones still doesn’t make him yours…”

“Then let him decide if he wants to stay,” said the nymph, crossing her front legs over her chest and giving the alicorn the stink eye.

“And if he chose to leave you would let him?” asked Rarity.

“He won’t because he’s a changeling now,” Pupa said confidently.

Twilight doubted her student would choose to stay if offered his freedom.

“So then, in exchange for the peaceful release of your prisoners, we have to look the other way while you move to a new location,” asked Twilight.

“Correct,” Chrysalis confirmed.

“And Sandbar gets to choose if he comes with us,” added Pupa.

“And then what happens?” Twilight pried. “You go right back to stealing love from unsuspecting creatures?”

“Once again, correct,” said Chrysalis without pause.

“I need a little time to think this over,” said Twilight.

“What is there to think over Sparkle?” asked Chrysalis, sounding rather annoyed.

“The past two attempts at subjugating the citizens of Equestria, the assault on a school, and the foal-napping of an innocent student,” answered the alicorn.

“I did what I had to do to keep my hive going,” hissed Chrysalis, “and to save the last of my young.”

“But there had to be other ways to go about it,” protested Twilight. “Even just asking for help could have solved the problem.”

The alicorn’s suggestion was met with derisive laughter from the changeling queen and rolling eyes from the other two adult changelings present.

“Oh yes, because that would have worked,” Chrysalis mocked the alicorn and then focused on Rarity. “Excuse me but could I feed off your love?”

Despite already having a white coat of fur, the unicorn somehow managed to pale at the question. With her ears turned back and a look of alarm on her face, she unintentionally leaned away from the queen.

“I think I’ve made my point when even the ‘element of generosity’ shows reservations,” said Chrysalis, motioning to Rarity. “Just picture how the average pony would react.”

“There still had to be another way,” Twilight continued to challenge.

“We can sit here and debate hypothetical scenarios all day and night, Sparkle,” Chrysalis growled. “And you can do so with all your hindsight bias, but it won’t change anything. I did what I had to do to keep my hive from starving and the only thing I regret about it is failing.”

A blanket of silence stifled the emotionally filled chamber. Even the sound of dripping water from the stalactites stopped, almost as if the stone formations themselves had reservations about drawing any attention. Chrysalis exhaled slowly, her eyes narrow and unblinking as she glared at Twilight.

Despite feeling rather somber after the exchange, Twilight continued to rack her brain for some way to reach an accord while minimizing the dangers by simply allowing Chrysalis to go.

“If I agree to what you’re asking,” the alicorn began, “would you be willing to set up a means of communication between me and yourself?”

“Why would you want that?” asked Chrysalis.

“As a way to avoid future misunderstandings,” said Twilight, though she also hoped to use a continuing dialog with herself and the changeling queen to bring about the possibility of something better. “Maybe a changeling ambassador from your hive could just stop by every few weeks.”

“And they would be allowed to return unmolested?” Chrysalis asked, squinting her eyes as if trying to spot some intangible trap.

“Of course,” nodded Twilight.

“Very well then, it seems we’ve reached a deal…” said the changeling queen with a nod.
> Chapter 46
> --------------------------------------------------------------------------

Pupa was sneaking glances back over her withers at Twilight and her unicorn friend, Rarity, as she trotted quickly to stay alongside her mother. She was wary of the alicorn who wanted to take away her playmate, and wished the troublesome pony could have just been sent away. Or perhaps even better, placed in a cocoon. There was no chance of that though, and she understood why. Outside of the hive the ponies greatly outnumbered changelings and for all of their safety, her mother had to make a deal with them.

At one point when the nymph peeked back at the interlopers, the alicorn gave her a smile. Pupa frowned in response, scampered up one of her parent’s legs and took a seat on Chrysalis’s back. While she wasn’t exactly frightened by the alicorn, mostly due to her mother being at her side, the nymph had taken Chrysalis’s earlier warning to heart. It also helped ease her mind that Odonate along with a few other changelings were following right behind the two ponies.

Along the way the unicorn let out a sudden shriek that caused every creature in the area to go on guard and more changelings to come swarming in from every direction. All it turned out to be was just a droplet of cold water that had landed on her back and Rarity sheepishly apologized for the sudden outburst. With a nod from her mother the gathered changelings dispersed afterwards.

“There’s no need for the dramatics Rarity,” her mother teased the unicorn, “not over a little water.”

“I was not being dramatic,” said the unicorn defensively, “I was only a little surprised.”

“One would think you should be used to the aspects of being underground,” Chrysalis smirked.

“I’m not sure I follow what you mean,” Rarity said with a quirked eyebrow.

“Your gem hunting excursions,” her mother clarified. “You go on them quite often. Well you use to, but I suppose you’re much busier now owning, what was it, three boutiques?”

“You, you know about all of my shops?” asked the unicorn, looking a little stricken.

“Of course,” Chrysalis chuckled, “I’ve even visited Carousel Boutique a few times in the past, personally.”

“Y-you have?” stammered Rarity.

“That’s right,” confirmed her mother in a sing song tone. “Anyway, here we are. The yak and dragoness are right ahead.

Chrysalis lead the procession of changelings and ponies into a dimly lit cavern where inside multiple dark green cells had been constructed from resin. Only one was occupied by a single large lone figure.

“Yona!” cried out Twilight, hastily trotting up to the transparent lime colored membrane that separated the yak from everyling else.

“Twilight!” resounded Yona who pressed her front hooves against the elastic like barrier. “Did changelings capture pony too?”

“No, no, we’re here to bring you back to the school,” said the alicorn as she started to look for something behind the yak. “Where’s Smolder?”

“I’m right here,” the dragon’s voice called out, sounding rather annoyed.

“I’m sorry, but we can’t see you, dear” said Rarity as she trotted up to stand next to the alicorn.

“Ugh, Yona, turn around,” said Smolder.

Frowning slightly, the yak turned halfway around and Rarity drew in a sharp breath at the sight. Large clumps of Yona’s fur remained matted together with leftover sticky mucus from the trap she fell into and something appeared to be stuck against her shaggy hide.

“Smolder!” gasped Twilight.

The unhappy looking dragoness was adhered to the yak’s side, stretched across her back in a pose reminiscent of a starfish.

“Can you just get me down,” grumbled Smolder, “Yona’s fur is itchy and it’s driving me crazy!”

“Why did you leave them like this?!” the alicorn shouted to her mother while she searched around the cell for a way to open it. “You said they were unharmed!”

“They are unharmed, Sparkle,” Chrysalis sighed and rolled her eyes. “We just didn’t have the time to fully separate the dragon from the yak.”

“How do we get them apart?” questioned Rarity.

“Shave the yak,” her mother said, causing Yona to turn around swiftly.

“No shave yak!” Yona said in terror, “Yona likes her fur!”

“Then you’ll have to soak them in something acidic,” shrugged Chrysalis, “try lemon juice.”

“Yona’s mother would use peanut butter to get sap out of fur,” the yak added.

“Smolder, Yona, we’ll get you two separated as soon as we get back to Ponyville,” promised Twilight.

“Oh great,” grumbled Smolder from out of sight, “every creature at the school will get to see me like this…”

During the exchange between the ponies and the creatures in the cell, a changeling had flown into the room with information for her mother. Once he had finished updating the queen, she waved him off and turned back to the alicorn.

“Right, so if we’re all finished here may we move on?” Chrysalis asked with a tinge of derision as she used her magic to part the membrane and free the prisoners. “The guards have already been placed outside and we still have one more stop to make…”





Pupa trotted in the front of everyone else now, her eyes narrowed in determination as she homed in on the cavern holding Sandbar, Gallus and Silverstream. She was sure Sandbar was going to choose to go with the hive and prove the alicorn wrong.

‘Why wouldn’t he want to stay?’ she thought, ‘He was in a pod and I let him out. Now he’s treated like any other member of the hive instead of just another meal. I share my food with him, I even gave him the juiciest grub.’

The nymph didn’t even slow down when she reached the threshold of the cavern and startled Weevil by walking right between her legs. Inside Sandbar was laying down on his belly, looking happy while chatting away with the griffin and hippogriff. Though his mane had returned back to its messy state and no longer resembled a frill, his fur was still dyed a vibrant black and he still wore the prosthetic wings and horn.

‘He would have removed them if he didn’t like being a changeling,’ she reassured herself as she made her way up to the colt.

“Oh,” Sandbar said as he and his two friends noticed her approach, “hey Pupa.”

Without a word Pupa climbed onto Sandbars back and rested her chin atop his head.

“We’re going to move into a new hive,” she said as she watched the rooms exit for her mother and the alicorn out of the corner of her eyes. “You’re going with us right?”

“Uh…” the colt began but paused, having turned his head to spot the new arrivals. “Princess Twilight, Professor Rarity?”

“Thank goodness you’re all okay,” Twilight breathed out, walking up to the students alongside Rarity and Chrysalis. “Everyponies been so worried.”

“Oh, my, gosh!” squawked Silverstream. “Did they get you too?”

“Dearie me, no,” the unicorn said, “we’re here to take you all back to the school.”

“Hehe!” giggled the hippogriff, throwing her talons into the air and spreading the digits out. “I can’t wait to get this stuff off my wings!”

“How do we know it’s really them and we’re not just being tricked?” Gallus asked dourly, moving his gaze from Twilight to Rarity.

“Darling, I can assure you I’m the real thing,” the unicorn said and used a hoof to adjust her violet mane. “Now let’s get you all out of here and get you cleaned up. Especially you sandbar, that cheap dye is going to ruin your fur.”

A hiss escaped from the nymph directed at the unicorn and she clung tightly to Sandbar causing him to let out a squeak. Slightly taken aback, Rarity flinched away and looked over to Twilight and Chrysalis.

“Colt,” her mother said to Sandbar, keeping her expression neutral, “if given the choice between returning to your kind and leaving with us; which would you prefer?”

Sandbar blinked, appearing slightly confused as he looked between the changeling queen and the two ponies. The amount of time the colt was taking to answer caused the nymph to fidget nervously but she was able to take some solace in the fact that it also seemed to cause the alicorn and unicorn an equal amount of stress.

“I would want to go back to the school,” he said as if it was obvious and causing the nymph to wince slightly.

The alicorn and unicorn both let out a sigh of relief that made Pupa just want to scream. She didn’t get the chance to do anything though as her mother levitated her off Sandbar’s back and placed her at her side. The nymph looked imploringly at her parent to intervene but Chrysalis only frowned and shook her head slightly.

‘I can’t believe this…’ Pupa hissed internally at Sandbar’s betrayal while glaring at the stupid purple alicorn.

Perhaps sensing her turmoil Twilight dared to move closer to the nymph. Chrysalis watched curiously as the alicorn lowered to her belly and held a hoof out to the nymph.

“Pupa,” the alicorn began, “I’m sorry this is so disappointing for you but maybe you could-“

Twilight never got to finish whatever she was going to say because Pupa sunk her fangs into the offending limb in front of her and released a potent dose of her venom into the alicorn’s bloodstream. Crying out in pain Twilight jumped away and pulled her injured leg up against her barrel. The angry nymph just licked the taste of copper from her teeth and watched as the pony staggered a few steps before collapsing onto her side.

“Twilight!” cried out every non-changeling in the room and even got the attention of the yak out in the tunnel causing her to peek in.

Rarity was at the alicorn’s side first, checking the two small wounds on her friend before placing her ear against the princess’s hide. The unicorn rose quickly to her hooves and glared at the changeling queen.

“Did you not just see that?!” the unicorn cried out. “What did she just do?!”

While looking indifferent, her mother stepped over to the fallen alicorn and studied her briefly.

“It’s only a little venom,” Chrysalis said, “she’ll be fine in a few hours but the headache she’ll have won’t be very pleasant.”

“Is that really all you have to say?” admonished Rarity.

“Young changelings don’t have as much control over the amount of venom they release,” her mother added after scanning over the alicorn again. “There might be some nausea too.”

Rarity, now standing on her hind legs motioned back and forth with her front hooves between Chrysalis and the alicorn. The unicorn had a look of complete bafflement and her jaw hung open but it looked like she was unable to make any sound.





Sitting on her parent’s back and looking down from the hive’s main entrance, Pupa watched as the group of creatures below made preparations to return back to their town. The injured pegasus and recently freed guards, groggy and having trouble keeping their balance, were all being loaded into a wooden wagon that was hitched to the back of an orange mare.

Twilight, still asleep, was draped over the back of a pink earth pony, since the wagon was full. A yellow pegasus, that the nymph recognized as Fluttershy, along with Rarity fussed over the alicorn to make sure she was as comfortable as possible. Another pegasus, this one blue with a multicolored mane, would glare up at Pupa and her mother quite often.

“Did I mess everything up?” the nymph asked, her voice a little shaky.

“No,” said her mother.

“I probably shouldn’t have bitten the alicorn…” the nymph whispered.

“It’s not a big deal,” said Chrysalis with a slight hint of amusement.

“You were right…” admitted Pupa.

“About what?” asked her mother, looking back over her withers at her daughter.

“About ponies, and changelings,” the nymph answered as she watched the group below heading off.
> Chapter 47 - Queen Chrysalis
> --------------------------------------------------------------------------

“Excuse me my queen, but everyling is ready,” said Odonate, standing back in the tunnel with the remainder of the hive’s population behind him.

“Very well,” Chrysalis said, turning away from the scene outside and looking over the gathered changelings. “Have the larva been fully accounted for and carefully secured?”

“Yes my queen,” both Lacewing and Katydid called out in unison.

Together the caretakers flew forward, buzzing their translucent wings. The sisters each held a woven basket, ellipsoid in shape, against their bellies and set both down before Chrysalis. The changeling queen’s horn glowed softly, her magic manipulating a latch on the side of each container and causing both to pop open in a way reminiscent of a clam’s shell. A multitude of hissing larva squirmed inside, crawling over a lining of thick green moss that had been adhered to the top and bottom halves of the baskets.

“Excellent,” said the queen, carefully securing the lids once she was sure the young where away from the edges. “Have Vespa or Scarab returned?”

“Not yet my queen,” answered Odonate, the corners of his mouth creased down in a frown.

“I can understand Vespa still being away but Scarab should have returned by now…” Chrysalis muttered, looking back over her withers at the caverns exit where the light of the sun was beginning to wane. “I guess it can’t be helped, I’ll just have to leave a mark so they’ll know where to go.”

Moving over to the caverns entrance, Chrysalis began to run her side against the stone leaving a trail of pheromones behind. Weak at the start and strong at the end, the mark was a directional guide for the missing changeling’s to travel.

“That’s it then,” the queen said and lifted Pupa up with her front legs, safely holding the nymph to her chest. “Everyling, scatter out and then make your way to the chosen location. If you even have the slightest inkling of anything suspicious, take extra care to not reveal our destination.”

“Yes my queen!” said every changeling as one.

Lowering her head and resting the side of her horn against her daughter’s, Chrysalis channeled her magic to assist the nymph in her transformation. Then the hives entrance lit up a bright green from the combined magic of all within as they morphed into their disguises. Alone, in pairs or in small groups of three to five, the changelings began to fly off in different directions until only a few were left.

“My queen?” Phasmid asked, the guard now in the shape of a dull blue pegasus and looking uneasy about something.

“Is something wrong Phasmid?” Chrysalis inquired of the young guard.

“Is… Is what you said about the other changelings true?” Phasmid timidly asked and his voice came off sounding slightly dry.

A tired sigh passed Chrysalis’s lips and she held Pupa slightly tighter for a moment before setting the nymph back down onto her hooves. Interested in the exchange, a few of the stragglers moved in closer with their ears perked.

“It is true,” the queen admitted, “there have been ‘reformed’ changelings in the past and they have all succumbed to an illness.”

There was only the sound of the wind blowing past the caverns entrance now. Some of the changelings looked to one another questioningly while others just shook their heads and flew off into the evening sky.

“Why didn’t you ever tell anyling?” the young guard asked, unable to look up at the queen. “Warn us about it?”

“Because it’s much less likely to happen when it’s not common knowledge,” Chrysalis said. “It becomes an extremely rare anomaly and it keeps the rest of changeling kind from perishing. In the past there have been changelings who reformed for varying reasons. Some were tempted to reform so they wouldn’t have to devour love to survive. Others triggered their transformation accidentally by becoming too attached to their prey. One even did it thinking it might bring her more power; but no matter the intentions it always ended the same for them.”

“So you just give up on them?” Phasmid rasped, now trembling.

“I have to,” Chrysalis growled, “There is no cure for them, no way to reverse the change and dwelling on their fate is only a distraction from keeping the rest of the hive healthy. Knowing that, yes, I do just give up on them.”

“I-I’m sorry my queen,” the clearly distressed guard whispered, bowing his head. “I just…”

“Keep thinking about your family,” Chrysalis finished for him.

Phasmid exhaled shakily and nodded.

“It’s best to forget them,” the queen said, lifting Pupa up again and turning away from the grieving changeling. “Now we need to get going…”

Taking the hint, the remainder of the changelings trotted past the queen and began taking wing off into the moonlight. Phasmid did his best to pull himself together and walked toward the cavern exit but the queen stopped him with a raised a hoof that crossed firmly over his chest.

For a very brief moment the guard thought it was doomed.

“Phasmid,” she began in a stern tone, looking out into the night’s sky. “I mean it, it’s best to move on; and you’re of age now, you could start a new family of your own. However, if a lack of closure is going to be too much of a distraction for you, I’ll look the other way if you get lost and arrive at the new hive a little later than everyling else.”

At first confused, Phasmid just stared up at Chrysalis. Then the guard’s heart began to race as he realized the veiled consent hidden away in her words.

“T-thank you, my queen,” Phasmid stammered, completely unable to help but crack a small smile.

“Just don’t give me cause to regret this Phasmid,” Chrysalis replied. “You could have a long life ahead of you at the hive. Don’t give in to the temptation you’re about to face.”

Without another word the disguised changeling queen unfurled her feathery wings and glided off into the twilight, leaving the young guard alone to ruminate on his next course of action.





With the Foal Mountain range so far off in the distance, Chrysalis decided to use the moment to arrange her thoughts.

She looked down at the small disguised foal she held in her hooves, fast asleep after the days hectic events. How she had truly hoped that the first few years of the nymph’s life would be stable, with both time to play and daily studies to help her future as a queen. Now she just wished for a break in the chaos.

The harsh life lessons the nymph had to learn so early also pained the queen. The loss of her siblings was a horrendous experience to suffer and without changelings her own age to interact with, Pupa had been forced to use a pony as a substitute. That also made for another unfortunate learning experience, one that she herself had to nudge along. Of course she didn’t enjoy having her daughters feelings hurt, but getting attached to ponies would only cause her more problems later in her life.

Luckily the nymph handled the revelation in a mature manner, if one didn’t count the little poisoning incident; and other than the ‘Twilight bite’, Pupa really hasn’t acted out negatively. Sure she had been a little pushy here and there but she never threw a loud squealing tantrum to get what she wanted or outright refused to listen to instructions. The nymph actuality did quite the opposite and immersed herself in learning.

It had only been a week since Pupa left her cocoon and she could already talk, levitate small objects, pick locks and hopefully, soon, be able to protect herself with a shield. Chrysalis swelled with pride that her daughter was such a prodigy.

A smile grew over the queen’s lips as she thought over the possibilities. With the nymphs help, creating a new throne with anti-magical properties could be done in a greatly reduced rate of time. 

The amount of magic required was immense however, and it wouldn’t be healthy for Pupa to assist in something like that until after her third molt; or maybe her second one if she continued to develop at her current rate. That was something best to think about later, after all her first molt wouldn’t be due for a year from now.

Pupa did have her issues too through. That strange nightmares that caused her to fall into a state of misery really troubled the changeling queen. Bad dreams happen, but how greatly it affected her was disturbing for Chrysalis.

“Hopefully it won’t trouble you again,” Chrysalis whispered to her daughter.

As the Foal Mountains slowly began to grow larger, the changeling queen let her thoughts drift away from her daughter and onto the tasks ahead she and her changelings would need to focus on.

Finding a safe location to keep the larva while searching out a place to excavate a new hive was the number one priority. After that, they would need to gather the energy to undertake the task.

Hollow shades would be the closest place to gather love, but it was mainly home to bat ponies, and they tended to have better natural resistances to changeling magic.

“It would have to be Fillydelphia then,” grumbled Chrysalis to herself.

Chrysalis detested cities. The more populated the city the more the emotions seemed to blend together. To her the love tasted diluted. It wasn’t as rich in flavor and the energy didn’t go as far. But there are changelings that thrive better in that kind of environment, like Cicada.

“It might be best to have her relocate from Las Pegasus,” Chrysalis thought aloud.
> Chapter 48
> --------------------------------------------------------------------------

With a soft yawn and outstretching limbs, Pupa awoke from her slumber. So comfortable were her current surroundings that she just pulled her legs back in against her body and rolled over onto her other side. Her muzzle pressed into the gentle surface of a smooth fabric and her nostrils flared as she inhaled the familiar scent of her mother. A smile graced the nymph’s lips and she released a contented exhalation before snuggling deeper into the plush pillow she found herself on.

Then a faint hissing sound nearby caused one of her ears to perk up; and, like a tiny alert cobra, it began turning about to zero in on the source of the noise. The hissing grew closer, seemingly from multiple locations and the nymph cracked open a single eye before letting out a groan as she compelled herself to sit up.

Groggily taking stock of her present locale, Pupa found herself nestled in a small alcove inside an unfamiliar cavern of blueish purple stone. The chamber was reminiscently shaped like the inside of an enormous vase with only a single opening in the ceiling above. A faint shaft of light shone down from that entrance but it was the small glowing fungus along the walls that provided the main illumination for the room.

Several tiny figures crawled along the floor and she realized it was the larva once her vision began to focus and her mind shrugged off the remnants of sleep. Katydid and Lacewing were also present, softly talking to each other as they watched over the changeling young.

Before climbing out from the nest of a cushion, Pupa extended her wings and buzzed them for a moment to stretch their muscles. That simple little action resulted in drawing the nearest larva’s attention so that by the time the nymph touched her hooves to the floor, a half dozen of them were close enough to start crawling up her limbs.

The nymph stood very still, not wanting to unintentionally harm any of the larva while they settled down over the various surfaces of her chitin. Then, after they stilled, she made her way over to the two caretakers.

“Good morning your highness,” the sisters said together with a slight bow of their heads.

“Good morning,” repeated Pupa in response as she continued to study the area. “Where’s my mom and everyling else?”

“Her highness, along with some others, have gone out to gather love,” answered Lacewing.

“The rest are scouting for a safe location to build the new hive,” said Katydid.

“Except for Aphid who is in the chamber above keeping guard,” finished Lacewing

“How come she didn’t take me with her?” asked Pupa, frowning at being left behind by her mother. “Is she mad at me for biting the alicorn?”

“Please understand your highness, she didn’t leave you behind as punishment for anything,” reassured Lacewing.

“And she isn’t angry with you,” continued Katydid. “She only left you in our care because she could gather a larger amount of love more quickly by herself.”

“Oh,” Pupa chirped. “Okay…”

In the midst of the conversation the nymph failed to notice that the entirety of the hive’s larva had converged around her. A little squeak escaped from her as they began to join their peers who already clung to the young queen. Pupa staggered a few steps forward under their additional weight before settling down onto her belly. The larva were evidently so pleased with their new perch that they ceased their hissing.

“What should I do?” the nymph whispered up at the caretakers with her eyes wide.

“You don’t have to do anything your highness,” smiled Lacewing.

“They are content by just being around you,” said Katydid.

Frowning internally at feeling rooted to a single spot after having just awakened, Pupa tried to shift her body into a more comfortable position. She wanted to at least lay on her side and a group of larva prevented her from doing so; but after remembering she had a way to fix her predicament, her horn softly glowed and, one by one, she relocated them to her opposite flank.

“That’s better,” she said aloud, causing the two changeling sisters to titter.

She wasn’t sure why but she suddenly envisioned herself looking like a mother scorpion with her back covered in babies, sans pincers and sting.

“Don’t worry your highness,” Lacewing said, “some of the infiltrators will be back soon and we’ll be able to feed the larva.”

“They’ll release you then,” giggled Katydid, “and you can make good your escape.”

“But it is wonderful that they’ve taken to you so quickly,” added Lacewing.

“Oh yes,” nodded Katydid who used a bit of magic to brush Pupa’s mane from her face.
Apparently one of the larva had been clinging to that part of her mane and ended up slipping off of her. It tumbled down in front of her muzzle, righted itself, and turned around to look back at her with its solid blue eyes.

“That’s Mosquito’s larva,” Pupa said, though she was unsure of how she was able to tell it apart from the rest so quickly and with having only meet it once.

“It is,” confirmed Lacewing, settling down on her own belly near the nymph.

Taking extra care Pupa reached out with one of her front legs and pulled Mosquito’s larva closer. It gurgled at her and clung to her hoof with its little legs. She couldn’t help but compare the size of its limbs to her own, amazed at how tiny she herself must have been during that stage of life; relatively speaking as she was still dwarfed by the adult changelings.

“Hello,” she said to the larva, causing its nubby ears to perk up and focus on her.

After a moment of staring at her silently, Mosquito’s larva adjusted its position into one more agreeable before closing its eyes.

“See how good you are with them princess Pupa?” Katydid asked the nymph, sitting adjacent to her sister.

“Yes, you’re a natural,” complemented Lacewing with an approving smile.

A gentle ‘churring’ came from the blanket of larva and the sound reminded her of all the days when she would wake up surrounded by her siblings. Unfortunately this caused her to realize just how little time had passed since she wove her cocoon alongside them and a pang of sorrow pricked at her heart that they never got the chance to emerge…

“I’m back with some food!” a voice called out from up above, interrupting the nymph’s melancholy.

Weevil descended from the hole in the ceiling carrying a massive folded up green leaf in her front legs. She scanned over the floor, most likely for any wondering larva, before settling down on her hooves and unpacking her cargo.

“The forest at the base of the mountains was absolutely full of good treats,” the scout informed them as she finished unfolding the leaf. “Take a look at this haul.”

“Are those figs?” asked Lacewing as a miniature avalanche of green and purple spilled onto the floor.

“Oh, they are!” said Katydid while leaning over to smell the fragrant fruit. “I adore figs and these ones are perfectly ripe!”

“There was an entire grove of these,” Weevil said, “and they looked so good I couldn’t help myself and ate a hoof full on the way back.”

“Can I try one?” chirped Pupa as she eyed the enticing snack.

“What?” blinked Weevil before finally noticing the larva covered nymph. “OH! Absolutely your highness. I’m sorry, I didn’t see you under there.”

One of the figs levitated before the immobile nymph’s muzzle and she quickly snapped it up in her jaws. She let out a bliss filled moan as the fruit’s flesh burst between her teeth and a torrent of sweet juice washed over her taste buds.

“It’s delicious!” she squeaked.

Katydid and Lacewing giggled at Pupa’s reaction and then ate a couple themselves. They too had a similar reaction, though their moans came out more ‘breathy’.

“It’s a good thing I brought back so many,” smirked Weevil.

“There’s more?” asked Lacewing between bites.

“Yeah,” said the scout, nodding at the hole above. “I left them up with Aphid.”

“Mmmm, that was wonderful,” sighed Katydid, “now we just need someling to return with a little love and we can start feeding the larva.

‘That’s good’ thought Pupa, as she chewed up another ripe fig, ‘I think my rear leg is asleep…’
> Chapter 49 - Changeling Venom Hangover
> --------------------------------------------------------------------------

Twilight heard a faint thumping off in the distance, reminiscent of a drum being tapped, repeatedly, with a one second pause between each strike. At first it was unobtrusive and easily ignored; but it went on continually, slowly growing in intensity while never changing its tempo. Then, just behind her right eye, a modest pain began that gradually increased in discomfort along with the thumping’s rising volume.

With a soft groan, a throbbing migraine and aching limbs, Twilight awoke from her slumber. For a few moments she just continued to lay there in silent agony until the disgusting feeling of her sweaty bed sheets became too obnoxious to ignore. When she experimentally cracked open one of her eyes the light from Celestia’s sun felt like it pierced directly into her brain, despite the closed curtains muting the majority of it.

Feeling entirely miserable, the alicorn pulled her pillow over her head and rolled onto her other side in a desperate attempt to hide away from the light. Then, right outside her window, a chorus of birds straight from the depths of Tartarus began to sing and made her let out a self-pitying whimper. In a futile attempt to massage away the torment, Twilight rubbed her front hooves in a circular motion against the flesh above her eyes.

Thinking through the pain, Twilight decided it might be best to just get up, drink some water and attempt casting a spell to banish her headache. However when she forced herself to sit up she quickly realized it was the worst thing she could have done as the motion angered her stomach and it now threatened to expel its contents in retaliation.

With a hoof over her muzzle the Princess of Friendship desperately glanced around the room for a non-messy solution to her predicament. When she spotted the silvery bucket that rested conveniently on her bedside table she swore to handsomely reward whoever had left it. She quickly snatched it up, pulled it against her chest and put it to immediate use.

“You look like you could really use this,” a voice said softly once the alicorn had finished.

Starlight Glimmer, mane messy as if she had also just awoken, stood next to a cushioned chair that had been placed near the foot of the bed. A tall glass of crystal clear water levitated in her magic and with a sympathetic smile, she offered it to Twilight.

“Thank you,” whispered Twilight who placed the half full bucket on her bed side table and took the provided drink in her front hooves. “But what are you doing here?”

“It’s my shift,” Starlight smirked.

“Your shift?” blinked Twilight.

“Yeap,” said Starlight, while walking over to the side of Twilight's bed opposite the bucket. “Pinkie and Applejack took turns watching over you through the night. Rarity was here this morning, she is also keeping an eye on Spike for you too. Fluttershy had to leave a few hours ago to feed her animals and Rainbow Dash will be here soon for her shift.”

“Everypony was taking care of me while I was sick?” asked the alicorn, almost tearing up and grateful that she had such loving friends.

“Of course,” said Starlight, “and I’d ask how you’re feeling but I think the answer is obvious.”

“Do I look that bad?” asked Twilight before sipping from the glass of cool water. “Could you tell me what happened to me?”

“You don’t remember?” questioned the unicorn.

“Last thing I can recall is seeing Sandbar, Gallus and Silverstream,” said Twilight whose eyes suddenly widened with concern. The alicorn tried to get up and the act caused her to wince with pain. “The students, are they okay? What about the guards? What happened with the changelings?”

“Twilight, relax,” said Starlight, trying to keep the ill alicorn still. “The students are fine and the captured guards are recovering quickly.”

“Thank goodness, everypony is okay,” Twilight breathed, allowing her friend to help put a pillow behind her back so she could sit back. “But when did I get sick; what happened with Chrysalis and the changelings?”

“From what Rarity told us, Chrysalis’s daughter bit you,” Starlight informed her, “and her venom made you pass out.”

“She bit me?” blinked Twilight, looking down at her front legs. “I’ve never heard of changeling venom affecting anypony this badly.”

“Chrysalis said it was a larger than normal dose,” said Starlight, pointing to a slightly swollen area above Twilight’s hoof. “It should be just about out of your system by now.”

“But why would she bite me?” asked Twilight, looking at her friend with confusion.

“Angry over losing Sandbar most likely,” proposed Starlight, “and she took it out on you.”

“Oh, right…” frowned Twilight as she recalled Sandbar answering Chrysalis’s question. “She is just a foal after all and I can see how she would be upset with me.”

“But you did try to explain it to her,” added Starlight, “or we think that’s what you were about to do. Rarity said you got bit halfway into your first sentence.”

“I remember a little more now…” said the alicorn, “I wanted to tell her she could visit the school so she could see Sandbar and the others again. She could even make more friends.”

“Shame she didn’t give you a chance,” Starlight said, appearing to think about something briefly while she rubbed the top of her left hoof. “But I also have the feeling Chrysalis would have vetoed the invitation.”

“Most likely, but I still wanted to extend the offer,” sighed Twilight. “I just hope Chrysalis will actually follow through with our agreement and send a representative from her hive.”

“I hate to say it, but I doubt she will,” Starlight shook her head.

“I hope you’re wrong,” said Twilight, sipping again from the glass of water before continuing, “We could work together and try to figure out who attacked her hive, build up a rapport in the process, even workout some way for her changelings to coexist peacefully along with everypony else. I also need more information from her about the changeling transformations in the past.”

“Rarity mentioned an illness that might affect Thorax and his hive,” said Starlight. “I’d hate to see anything happen to them, but this is Chrysalis we’re talking about. Can we trust anything she says?”

“I can’t risk ignoring the warning,” said Twilight, climbing out of her bed despite Starlight’s protests. “Because if what she said is true, we’ll need to find a way to help them. Is Thorax still in Ponyville?”

“Last time I saw him, he was in the library with the other changelings,” the unicorn recalled.

“The library? Really?” asked Twilight.

“He asked if he could use it and I knew you wouldn’t mind them using it so I gave him the okay,” explained Starlight. “I have a feeling they went to do a little research after hearing about the discussion with Chrysalis.”

“I better go talk to them before they stress themselves out,” said the alicorn, cringing slightly from her headache as she headed to the door.

“Twilight, wait,” Starlight called out while moving quickly to block her path.

“Is something else wrong?” the alicorn asked with concern.

“I just think you might want to take a few moments to, freshen up,” Starlight suggested while twirling one of her front hooves in the air.

Twilight looked over at the mirror hanging above her bureau and grimaced at the reflection that gazed back at her while surrounded by photographs of her friends. Her mane was a tangled mess, her coat was matted from sweat and she couldn’t help but notice how unpleasant she smelt.

“I guess a quick shower wouldn’t hurt…” she said with a light hint of embarrassment.

Starlight gave her an understanding smile in response.





After taking a refreshing shower, downing another glass of water, casting a spell on herself to reduce her headache and thoroughly brushing her teeth, Twilight left her room. She trotted quickly down the crystalline halls of her castle, heading straight to her library and the changelings that currently resided within.

As she drew closer to the room, her ears began to twitch at the sound of muffled voices having a discussion beyond her side of the door. Expecting only to see Thorax and his hive mates, Twilight was taken by surprise when she opened the door and spotted the library’s other occupant.

“Hello Twilight,” Princess Celestia said in her motherly voice, “I’m so relieved to see you awake.”

With a slightly worried look in her eyes and her tri-colored mane flowing behind her like an ethereal river, the alicorn who could move the sun strode over to her former student. One of her massive alabaster feathered wings draped over Twilight’s back and she lowered her head to give her fellow alicorn a gentle nuzzle. Twilight returned the show of affection, comforted by her mentor’s familiar scent.

“When I received Spike’s message I came as quickly as I could,” Celestia said, stepping back to examine the smaller alicorn. “Are you sure you’re feeling well enough to be up? You’re not pushing yourself too much?”

“No, no,” reassured Twilight, “It’s only been about an hour since I’ve woken up and I already feel much better.”

“Thank goodness,” breathed Celestia. “Twilight, I owe you an apology.”

“An apology?” balked the smaller alicorn.

“Yes, it was a mistake on my part for only sending a few guards to your aid, I should have come as well,” admitted Celestia, who held up a hoof when Twilight tried to interrupt her. “While you and your friends have proven yourselves more than capable, saving Equestria time and time again, I fear I have allowed myself to rely on you all too much and that isn’t fair to any of you.”

“I don’t think any of us see it that way,” said Twilight, “I mean, you have Canterlot to watch over, and your own school, and the rest of Equestria to run, both you and Princess Luna.”

“That still shouldn’t stop me from lending a hoof in dangerous situations such as the one with Chrysalis,” firmly started Celestia. “While it appears to have worked out this time, with a few injuries, there was potential for so much worse.”

At first Twilight wanted to argue with the older Alicorn, but the determined look in her former teacher’s eyes caused her to hold her tongue and nod.

“Now then,” Celestia exhaled as if a small weight had been lifted from her back, “I only have a very limited, second hoof knowledge on how your meeting with Chrysalis went and Thorax has told me about the possibility of there being an illness that might affect him and his fellow changelings. Could you better explain everything that’s happened?”





Luna’s moon had begun its ascent by the time Twilight finished recounting her encounters with Chrysalis and her hive. News of her recovery must have reached her friends because one at a time they had all arrived and quietly found a place to sit without causing an interruption. Thorax and his changelings, surrounded by small stacks of biology books, also gave her their undivided attention, particularly to the part where Chrysalis briefly mentioned the mysterious illness.

Once Twilight reached the point in her story where Pupa bit her leg, she deferred to her friends to complete the tale. Together they explained the changeling’s release of the six captured guards, along with the five students, and their trek back to Ponyville.

“So as of right now the location of Chrysalis and her hive are unknown,” Twilight began to summarize. “We still have no idea who would have attacked her hive and tried to frame me and Thorax.”

“If that wasn’t just another part of some nefarious plot,” Rarity put in.

“I really don’t think it is,” said Twilight, “I have a strong feeling that part is true.”

“She still shouldn’t ah gone so far as tah attack the school,” grunted Applejack.

“I won’t argue with you on that,” agreed Twilight, “but I do have some understanding for why she did it.”

“Do you think she’ll follow through on sending a representative from her hive?” Fluttershy asked.

“I don’t know,” Twilight confessed, “but she did let everypony go like she said she would so I have some hope that she will.”

“We’ll have to wait and see,” said princess Celestia, before looking over to Thorax. “But now I think we should shift focus onto the reformed changelings and their well-being. Firstly, King Thorax, you and your hive will receive any aid Canterlot can assist with should an illness arise among your changelings.”

“And of course, me and my friends are also here to help,” Twilight assured him.

The four colorful changelings all looked from one another, their features showing both surprise and gratitude.

“Thank you all,” said Thorax, tearing up slightly, “this really means a lot and we’re very grateful, but we’re not even sure if what Chrysalis said is true. We’ve never ever heard any stories about transformations like ours before.”

“Still, I think it would be a good idea for changelings to start having medical examinations,” Twilight said, “this way we’ll be able to learn more about changeling’s biology, something we have very little information on, and we’ll be better equipped to help if any changelings do get sick.”

Again the changelings exchanged glances before one of them, Cricket, spoke up.

“You’re not going to stick a bunch of needles in us are you?” she chirped.

“Well, probability not me personally and no more than necessary,” Twilight said before noticing their stricken expressions. “I mean, no more than any normal check up on a species that’s never been examined by modern medicine before.”

“What I think Twilight means,” elaborated Celestia, “is that some temporary discomfort might be needed if we are to help you and your fellow changelings to our fullest. However it will all be voluntary and no changeling will be forced to do anything they are uncomfortable with.”

“Yes!” nodded Twilight.

“Well then, as king, I want to be the first volunteer,” said Thorax, rising to his full height.

The other changelings present quickly followed suit, offering their own support in any way they could.
> Chapter 50
> --------------------------------------------------------------------------

Not long after Weevil’s return with the bundles of tasty figs another changeling, named Timema, arrived with a healthy supply of love energy. Perhaps sensing an upcoming meal, the previously tranquil larva that had been covering Pupa started hissing loudly while they squirmed their way over to the older changelings. Free to move around once again, the nymph shakily climbed to her hooves and limped about in a circle in an attempt to ‘wake up’ her sleeping leg.

Once the sensation of pins and needles began to wane, Pupa trotted over to the caretaker sisters as the two inhaled ribbons of pink vapor from Timema. After they had absorbed enough energy for their task, Lacewing and Katydid began feeding the larva small pink regurgitated globules created from a mixture of figs and love.

“Can I feed them too?” squeaked Pupa.

“Don’t worry, we can handle it ourselves your highness,” Lacewing said to the nymph.

“Also you’re too young to feed them,” added Katydid.

“Yes, you should be saving your energy,” agreed Lacewing.

The nymph pouted and released a slightly over dramatic sigh.

“But if you really want to help,” Katydid said with a smile while motioning to a patch of green, “you could make sure the larvae use the moss after they’ve eaten.”

“Alright,” Pupa chirped.

One of the still chewing grubs was lifted up into the air in the nymph’s magic and carefully placed in the center of a moss clump. It was so focused on its meal that it didn’t even react at being relocated and only looked around in confusion after it had swallowed. The next one however decided mid aerial transport to release its cargo.

“Eww,” said the nymph, hopping back to avoid the mess. “What do I do? It’s really smelly…”

“Use a patch of moss to wipe it up,” instructed Katydid.

“So gross,” Pupa complained as she placed the larvae down.

“Well you did want to help,” chuckled Lacewing with good humor.

“And others had to clean up after your own messes when you were still a larva,” reminded Katydid. “Think of it as a kind of reparation.”

“I don’t remember missing the moss when I was a larva,” insisted the nymph.

Katydid opened her mouth but paused and looked at her sister.

“She’s right,” said Lacewing as she helped shepherd the now fully fed larva onto the beds of moss.

“You’re right,” admitted the caretaker as she tapped her hoof against her chin in thought while looking up, “I don’t recall you having any accidents.”

Pupa adapted a smug look while keeping secret her minor morning faux pas from earlier in the week.

“You’ll still need to clean that up, if you want to help,” said Katydid, mirroring the nymphs smirk.

Crinkling her snout, Pupa levitated an unoccupied moss ball and used it to absorb the waste. Once she completed the task, she tossed the makeshift sponge across the room where it landed atop a large stone and adhered to its surface.

“Okay, now what?” the nymph asked the sisters.

“Well, there isn’t too much to do now,” said Lacewing, “they’ll just wander around for a bit.”

“Until they remember you’re here,” continued Katydid, “then they’ll climb all over you again.”

The nymph’s ears folded back and she looked down nervously at the larva as they milled about. Then, as if being prompted by some omnipotent otherworldly being, roughly a dozen of the grubs stopped their exploring and turned their attention back to Pupa. Not wishing to be rendered immobile again so soon after gaining her freedom, the nymph backed away to hide behind Lacewing.

“What do you mean you lost track of him?!” Chrysalis’s voice shouted from above.

“Moms back!” squeaked the nymph as she scampered over to the wall and then straight up it.

“Wait your highness,” Lacewing called out a warning to the nymph, “it might be best not to interrupt her right now!”

Quickly reaching the opening to the upper chamber, Pupa peered over the lip and spotted her parent standing by the exit to the outside. Her teeth clenched and bared, she was glaring down at another changeling.

“I’m sorry my queen,” the changeling said while showing no fear of the apparently fuming queen. “I tracked him to Galloping Gorge. From there he fled to Neighagra Falls and took a ride on a zeppelin that disembarked in Baltimare. Unfortunately I lost his trail once I reached the harbor; I believe he took to the sea to mask his scent.”

Chrysalis ground her teeth together and started to frantically look around the cave. Her eyes zoned in on a stalagmite and she fired a lance of angry green magic from her horn to engulf the formation. Rapidly the stone began to glow red and flow down over itself like hot wax. Chrysalis ended her assault after only a few seconds and Pupa could feel a great heat radiating all the way from the other side of the cavern.

“He could pop up anywhere along the coast now…” hissed the queen before snorting a blast of air from her nostrils. “Parasites infest his carapace!”

“Again, I apologize for the outcome my queen,” Said the changeling.

“Vespa, no,” sighed Chrysalis, “you did well in tracking him as far as you did. Go take a rest.”

“As you wish your highness,” the changeling said, bowed and headed back outside.

The changeling queen turned away and began to silently watch as the melted stone cooled and lost its glow.

“Mom,” chirped Pupa, drawing her mother’s attention.

Once spotted, Chrysalis scooped her up and embraced her against her carapace.

“I helped watch the larva,” Pupa said, her voice muffled by the hug.

“Did you now?” smiled her mother as she lowered her daughter onto the floor.

“Yes,” nodded the nymph. “Every single one of them clung onto me.”

“That’s wonderful,” Chrysalis said, pride in her tone.

“And then Weevil brought back figs and I got to try one and they are so good,” Pupa babbled excitedly while she trotted in a circle around her mother. “Then Timema came and Lacewing and Katydid got to feed on the love she collected and they were able to feed the larva and I got to help keep them on the moss so they didn’t make a mess but then one did it anyway and it smelled reeeeeally bad and I had to clean it up because I said I wanted to help and then you came back.”

“Sounds like you’ve had a busy morning,” chuckled the changeling queen as she removed a tan satchel from her back. “I found something while I was out that made me think of you.”

“Really?” blinked the nymph, stopping mid-step.

Chrysalis used her magic to open the flap of the unremarkable looking pack and levitated out a chocolate furred plush toy. Pupa’s eyes widened when she recognized what it was.

“Oh!” she exclaimed, hopping up and down with wings buzzing. “It’s a ferret!”

Like a striking mantis, Pupa’s front legs shot out and plucked the plush from the air and she squeezed it against her chest.

“Thank you so much,” she said happily, pressing her cheek into its muzzle.

“I’m glad you like it,” Chrysalis smiled again and ran a hoof across her daughter’s mane. “Now then, I need to distribute love to the returning scouts. Do you want to come with me while I do that?”

Pupa turned to stare at the dark hole in the floor and the faint hissing sound emanating from it.

“It’s okay if I go with you?” she asked.

“Of course,” her mother answered. “Why wouldn’t it be?”

“They like having me around,” Pupa said. “Lacewing and Katydid said I keep them contented.”

“The larva are very important for the hive,” said Chrysalis, “but to run a hive the queen can’t spend all her time with them; that’s why we have caretakers like Lacewing and Katydid. However it's certainly not a problem if you wish to stay and continue watching over the larva.”

Squeezing the plush a little tighter, the nymph began to unconsciously rock it back and forth as she thought to herself.

“I kinda like how I keep them happy,” admitted Pupa, “but it’s kinda boring too, is it bad I feel that way..?”

“Not at all,” Chrysalis said with an understanding smirk, “especially for someling as young and full of energy as you.”

“I think I’ll stay with them,” said the nymph after a long pause. “I’m sorry.”

“You have nothing to be sorry about,” her mother said as she leaned over and nuzzled Pupa’s cheek. “I’m honestly very proud of your decision.”

“Really?” squeaked the nymph.

“Absolutely,” whispered Chrysalis, “in fact, I’m going to leave you in charge of keeping the larva happy while I work with the others to build the new hive.”

“Really?!” Pupa balked.

“Yes,” smirked her mother, “but don’t worry, Katydid and Lacewing will be right beside you to help, isn’t that right girls?”

“Er, yes my queen!” said Katydid, her voice sounding like it was just beyond the hole to the nursery.

“Of course we will your highness,” agreed Lacewing.

“See? Then once the hive begins to settle down, I'll be able to play some games with you,” Chrysalis said, sitting up to her full height again, “and we can continue your magic lessons.”

“Promise?” Pupa asked, looking over the top of the plush toys head and up at the older changeling.

“Pupa, I want to promise you,” her mother said before pausing to let out a helpless sigh. “But every time I’ve made you a promise somethings happened to get in the way. I want you to know I’m going to do my best to make sure I can keep my word this time, okay?”

“Will you teach me how to do that too?” the nymph asked, pointing a hoof at the malformed lump of warm stone.

“Eventually,” grinned Chrysalis.

“Okay,” said the nymph, punctuating it with a single nod of her head.
> Nymph Cycle Epilogue
> --------------------------------------------------------------------------

A glass of strong cider levitated up to Lieutenant Silverspark’s lips and the unicorn absently took a long swig of the potent liquid. From the corner of his eye he noticed the command tent’s entrance flap move and it caused him to look up warily from the papers resting on the table in front of him. A brief but uncomfortable moment passed as he listened intently, ears twitching and swiveling about, searching for any sound that might be hidden underneath the chirping crickets beyond the canvas walls. Annoyed at himself, he let out an angry snort and shook his head.

Setting the drink aside and taking up a quill, the unicorn returned his focus to finalizing his report for the crown.

While I am no psychologist or doctor, I am familiar with the effects stress and shock can have on a soldier. I feel it necessary to include my observations in this report so that on return to Canterlot a proper assessment along with any needed care can be provided to the mentioned individuals.

Out of all the recently released changeling captives, I feel Sergeant Shield has been faring the best. For as long as I have known her, she has always been a strong willed and capable pony. Though she’ll likely turn it down, at the very least, she deserves the offer of an extended leave to recuperate.

Over the past few days, Privates Tradewind, Spark and Breeze have been showing continuing signs of fatigue. The three stallions have been tested for any changeling venom that might be lingering in their systems and all of their results returned negative. Each of them reports as feeling well, but they become quickly exhausted while doing anything physical. While this might be simply due to the lack of muscle usage from their time suspended within a changeling cocoon and through exercise become alleviated, for their own wellbeing I recommend all three to be evaluated by a proper medical expert.

Notwithstanding her injuries, Private Spring has been in high spirits. She claims this is due to the care she received while prisoner to the changelings, though it was rudimentary. During this period she conversed regularly with the drone who was tasked as both her jailer and her healer. Private Spring has reported that on three occasions the drone had driven off another changeling who desired to feed on her while she was ill. Despite the drone directly admitting to her at one point that she was only helping because a healthy pony makes for a better meal, I fear that under duress Private Spring has misconstrued the drone’s actions for affection.

Private Ballista has shown an increased hostility for changelings, reformed or otherwise, that I’ve never witnessed in her before. While it’s understandable for her to be resentful after being attacked and cocooned, the amount of anger she’s displayed is troubling. Because of this I strongly feel her request for transfer to the newly formed Castle of Friendship guard be rejected for now and as with the others, I recommend she be evaluated by a proper medical expert.

Since escaping the changeling ambush, Private Dustoff has become withdrawn and exhibits bouts of paranoia. She has insisted that each member of the platoon use a specific code phrase to identify to her that they are not a changeling. Even after receiving the correct code she remains distrustful and jumps at the slightest unexpected movement. To see such a compassionate and talented medic reduced to a shell of her former self has been distressing and I believe she is suffering from post-traumatic stress disorder.

Silverspark let out a resigned sigh, returned the quill to its inkwell, leaned back into his chair and stared up at the tent’s ceiling. The drink returned to his lips.





Cicada, under the guise of Harmony Honey, took a sip of her vanilla chai tea as she sat alone outside an upper-class Applewood café. Despite the provided shade of the oversized red and white umbrella that was attached to her table, she wore a pair of orange rimmed neigh-ban sunglasses and a large tan sunhat to help prevent passing ponies from easily recognizing her.

This little moment of calm was greatly welcomed by the changeling after her morning photo shoot and the multiple costume changes. Using a wing, she plucked up the freshly made cannoli off her plate and took a dainty bite from it. The wonderful taste of the sweet cream filling along with a sprinkling of confectioner’s sugar atop the pastries’ crust caused her to release a contented sigh. It also reaffirmed her decision that the treat was definitely worth twenty bits.

Taking another sip of her drink, she placed down the half-eaten desert and glanced at the open newspaper sitting adjacent to her plate. A half smirk crossed her lips as she re-read the headline, ‘Changelings on the loose again!’ She shrugged inwardly, only slightly disappointed at the outcome of her plot; she was new to this after all.

“You look like you’re enjoying yourself,” said a unicorn stallion who suddenly sat down, uninvited, next to her at the table. “Do you have any idea how long it took me to track you down…”

“I’m sorry, do I know you?” she asked, her voice musical but her tone conveying how little patience for company she had right now.

“You should, we’re hive mates after all,” The lapis colored stallion frowned at her.

“I really have no idea what you’re talking about,” Cicada said, eyes narrowing while she placed her drink down and stared at him over the rim of her glasses.

“While you don’t smell the same as you used to,” he grumbled and sniffed at the air in her direction, “I still know it’s you Cicada. Unless Harmony had a twin hidden away somewhere…”

A snort escaped Cicada’s nostrils as she looked the unicorn up and down.

“I guess that means you have an advantage over me,” she said, “I can’t tell who you are.”

“Scarab,” he said, quirking an eyebrow. “Now what in the hive is going on with you?”

“Whatever do you mean?” she asked, sitting back and taking a sip of her chi tea.

“To start with, why are you here and not back in Las Pegasus?” Scarab asked.

“Fame and fortune,” she quipped, “and freedom.”

“Freedom?” blinked the unicorn.

“That’s right,” she answered with a smile, “I’ve quit my old part time job so I can focus on my new career.”

Scarab gave her a puzzled look.

“I’m a pop star now,” Cicada elaborated.

“A pop star?” he deadpanned.

“Correct,” she said, taking another bite of the cannoli.

“A pop star,” Scarab repeated.

“Are you a parrot or a changeling?” Cicada scoffed.

“So what? You’re a rogue now?” hissed the unicorn, “Done gathering love for the hive?”

“Rogue, reformed,” she shrugged, “call me whatever you want.”

“You reformed?” balked Scarab.

Again the pegasi shrugged, appearing completely comfortable with her disclosure.

“I can’t believe you!” he snapped at her, slamming a hoof down atop the table and causing some of the other café patrons to look in their direction.

“Ma’am, is this stallion bothering you?” one of the serving staff asked as she quickly trotted over to the table.

“He is, but it's fine,” Cicada told the mare, “I have to talk to him.”

The waitress turned her attention back to Scarab who now sat back in his seat with a deep frown across his face and his left front leg draped over the back corner of his chair.

“If everything is alright, I’ll leave you be then,” the mare said, bowing her head to Cicada, “if you need anything please feel free to call any of us over.”

“I will, thank you,” Cicada said with a smile to the departing waitress before peering at the other changeling.

“You know how angry this is going to make the queen?” Scarab whispered to her once everyone around them returned to their own business. “You’re the hive’s biggest supplier of love.”

“The hive will get along fine without me,” said Cicada with little concern. “Now then, I have an appointment in half an hour and I want to finish my snack, are we done here?”

Clearly angered, the disguised changeling’s ears turned back and his muscles tensed up. Cicada clenched her jaw and subtlety adjusted her posture in case she had to defend herself. No attack came however as Scarab got to his hooves, called her a foul name and knocked the remainder of her drink onto the ground.





Chrysalis looked down into the freshly excavated hole in the cavern floor and watched as a group of changelings studied the stone masonry they unexpectedly tunneled into. A few moments of whispering passed between the workers along with some head shaking and nodding before they all turned their eyes upward.

“Well?” prompted the queen.

“It's really old but it looks pony made,” one of them said.

“The bricks are thick but it shouldn’t be hard for us to get through it,” said the second one.

“We can’t tell what’s on the other side, but it is completely silent in there,” the third reported.

“Break it open,” Chrysalis commanded them.

All three workers lit their horns and together they released prolonged beams of green energy. Carefully the trio directed the magic along the mortar between the grey stonework so that a moment later, there was the sound of stone grinding against stone. A section of the structure fell away, there was a crash, and a plume of dust shot up from the hole.

Fortunately for her, Chrysalis had enough time to jump back and avoid the cloud of debris. The other changelings however were directly in the dirt’s path and stumbled away blindly. Her magic gripped the three sputtering and coughing workers and pulling them along behind her, she quickly retreated from the cavern.

Once the dust settled and the three workers confirmed they were fine to continue, the group re-entered the chamber and once more peered down into the cavity.

“Those are bones,” one of them pointed out.

“Pony bones?” questioned another.

“A tomb,” Chrysalis stated and without another word steeped forward to drop into the uncovered vault.

Her perforated hooves touched down next to the broken section of the ceiling, creating an echoing clack throughout the crypt and kicked up a smaller but still annoying cloud of dust.

“Isn’t this interesting,” she said to herself, eyes drifting over a row of inset alcoves located along one wall.

“These are threstal skeletons,” said one of the workers as they leaned over a casket that had been damaged by the falling ceiling.

“They are,” Chrysalis agreed as she thoughtfully ran a hoof along the delicate bones of the unmoving inhabitant’s wing.

Returning her hoof to the floor and dragging it backwards, the changeling queen created a trench in the settled dust.

“The air tastes stale, uncirculated for years,” she stated aloud. “The dust is thick. No living creature has visited this place for a very long time.”

Chrysalis strode across the floor and over to an iron bound wooden door. Her horn illumined softly and cast the room in a green glow that to almost any other non-changeling creature could be considered eerie, especially in such a place. The hinges shrieked a brief protest until the deteriorating wood gave way and the door collapsed to the ground in splinters.

“There’s a long corridor out here,” Chrysalis said, looking from her left to her right, “and many more doors. This is a rather large complex…”

Continuing the impromptu sightseeing, the changeling queen, along with the three workers, traveled along the empty hallway, eventually reaching the site of a collapse that blocked their way.

“Now we know why no creature has returned to this place,” said one of the workers.

“I want you three to gather up every ling available,” announced Chrysalis, turning away from the cave-in and looking to the trio with a grin. “This is a fortuitous find.”

“My queen?” asked one of the changelings, who tilted their head in confusion.

“We’re re-purposing the crypts,” she said while walking away.





“Hey! Wait up a moment!” someone called out to Thorax.

Looking back over his withers, the changeling king spotted a dark blue pegasus flying in his direction. Curious, he stopped in mid-flight, began hovering in place and turned to face the approaching stallion.

“Hello,” he said in a friendly tone, “did you need something?”

“Yeah,” the pegasus said after stopping a few yards away from Thorax and looking around. “Um, could we talk on that cloud over there?”

“I don’t see why not,” answered the changeling king with an inquisitive tilt of his head.

The two made their way over to the lazily drifting cloud and landed upon its surface. Thorax quietly watched as the pegasus peered around nervously as if he was looking for something. Once he appeared to be comfortable with his surroundings he focused back on the changeling.

“Don’t freak out okay?” said the pegasus.

“Why would-” Thorax cut off his sentence when green fire erupted around the pegasus. “Oh.”

“I’m looking for someling,” the newly revealed changeling said. “Her name is Cricket, do you know where she is?”

Feeling protective over the denizens of his hive, Thorax regarded the other changeling with suspicion.

“Why are you looking for her?” the king asked.

“She’s my sister,” answered the changeling.

“You’re Phasmid?” Thorax, intrigued, blinked his rose colored eyes.

“Yeah…” he softly confirmed.

Dozens of questions filled Thorax’s mind as he studied the other changeling. A long time passed in silence until Phasmid coughed into his hoof to snap the king out of his thoughts.

“Oh, sorry about that,” said Thorax before quickly clarifying, “me zoning out, not that Cricket is your sister.”

“Ah… that’s fine,” blinked Phasmid. “So, do you know where I can find her?”

“Yes, but if you don’t mind me asking, why do you want to see her?” asked the king.

Phasmid looked down at his hooves and watched the little wisps of water vapor as they slipped through the holes.

“I wanted to talk to her again,” he said, “about, well, about anything really…”

“Are you maybe thinking about reforming?” asked Thorax.

“No!” said Phasmid immediately, his solid blue eyes wide for a moment before they softened again. “No, I don’t want to do, that…”

“Because of the illness?” probed the king.

He received a single nod from the other changing.

“She’s staying in Ponyville right now,” Thorax explained, “she volunteered to help the ponies research changelings, so we can watch out for any dangers to our health.”





Around a third of the larva were in a half circle around the nymph, listening as she told them a story she made up; the remainder clung, sleeping, to her back. As she weaved her tale she would gesture dramatically with her front hooves during times of excitement and the larva’s eyes would alertly follow the moving limbs. But inevitably, little by little, the larva would lose interest and wander off; some to crawl up to her so they could find a comfortable place to sleep, others attracted by something else in the nursery.

“She has quite an imagination,” Lacewing said to her sister.

Katydid, surprised at how caught up she was in the nymph’s story, blinked her eyes a few times before looking away from Pupa and over to her sibling. Lacewing gave her a teasing grin.

“She does come up with some interesting things,” admitted Katydid.

“Is she telling the story about the spider queen again?” asked Lacewing after finding herself a comfortable place to sit on the floor.

“No,” said Katydid, “this time it’s about a kingdom of rats living in the walls of an alicorn’s castle.”

“Really?” chuckled Lacewing, “well, what have I missed so far?”

“One of the alicorn’s maids was a changeling spy in disguise and she would sneak the rat’s leftovers,” Katydid summarized, “but one of the other servants discovered the rats and told the alicorn. The changeling was fired and had to leave the castle and then the alicorn had traps set to eliminate the rats.”

“A little odd for a changeling to feed the rodents and not feed on them,” said an amused Lacewing, “but Pupa does have a unique view on things. So then what happens?”

“The rats kept outsmarting the servants so the alicorn tried to catch them herself,” continued Katydid. “They just chewed through the legs of her chair so when she sat down at a dinner party, she fell backwards and pulled the tablecloth causing all the food to splatter all over her purple fur.”

“How mischievous,” giggled Lacewing as she settled down to listen to the rest of the story.
> Recap
> --------------------------------------------------------------------------

Once upon a time, hidden within a lush forest, there lived a group of creatures known as changelings. Within their kingdom, in their comfortable hive, they worked and played happily together while under the protection of their beautiful and caring queen.

Thanks to the plentiful love from the ponies and the land surrounding them, every changeling went to bed contented with full bellies. Because of this, their numbers began to increase. To compensate for the multiplying population new sections had been added to the hive until it eventually towered high above the forest canopy; but, as the changeling’s kingdom grew, the flora and fauna around their home diminished.

The bountiful forest withered away, the soil turned barren, and the ponies that nourished the changelings disappeared. To compensate for their loss, groups would venture out vast distances to forage and return with whatever meager sustenance they could find. Nevertheless, this soon proved not to be enough and the changelings increasingly went to bed with rumbling stomachs.

For a very long time this went on and the gnawing unrelenting hunger began to take its toll on the changelings. Distraught at her subjects plight the caring queen searched far and wide, seeking a means to ease their aching bellies. She found it in the neighboring kingdom of Equestria.

Now, even though Equestria overflowed with love, the ponies that lived there didn’t want to share any of it with the changelings. No, the ponies thought the changelings were monsters. So much so that if one dared to reveal their true form, at best the ponies would flee in terror and at worst they would attack the poor changeling. Asking their ruler, the Alicorn Princess of the Sun, for help would have been pointless as well. She was so cruel that she had banished her own sister to the moon for one thousand years.   

Left with little choice and a starving nation, the changeling queen had to take drastic measures. If the ponies wouldn’t share their love, they would have to steal it. When the scouts had returned with word of a grand royal wedding the perfect opportunity had presented itself. A covert mission was planned.

With little concern for her own safety, the queen alone infiltrated the capital city of Canterlot located at the very heart of Equestria. Once there she captured the Sun Alicorn’s adopted niece, the Alicorn Princess of Love, and carefully secreted the pony away. Deep under the city she was hidden so that the queen could take on her form and prepare the way for her subjects. Even the Alicorn’s own fiancé was fooled.

Everything was going according to plan, until the groom’s possessive younger sister arrived. A minor inconsistency in the disguised queens’ mannerisms caused the purple unicorn to grow suspicious and she would go on to cause a great deal of trouble for the changeling queen over the next few days. Fearful of an eminent discovery, the queen was left with little choice but to seal the unicorn away to protect her identity.

Unfortunately the unicorn was more fanatical than anyling could have predicted. The purple menace returned after freeing the Alicorn of Love and together the ponies exposed the poor queen as a changeling.

Angered at being so easily deceived, the Alicorn of the Sun attacked with her immeasurable power and the queen was forced to defend herself. The two rulers clashed horn to horn, magic against magic. However in the end it was the Sun Alicorn who lay defeated, thanks to all the love the queen had been gathering throughout her mission. At their ruler’s triumphant call, the changelings swarmed and quickly overpowered the city’s remaining defenses.

But the selfishness of the ponies can not be understated. 

When the queen had unintentionally lowered her guard, happy at finally being able to witness her subject’s sate their hunger again, they used the distraction to their advantage.

Creeping over to her groom to be, the Alicorn of Love weaved a terrible spell by using a combination of her love magic and his proficiency for magical shields. A vile barrier that only affected changelings suddenly exploded outward, rapidly expanded and sent everyling violently flying away in all directions.

Many were never seen again…

Broken hearted, the queen along with her remaining changelings regrouped and limped home to their hive. What love they did manage to harvest was divided up, given mostly to the hungry nymphs and the wounded.

Blaming herself for the failure, the queen became withdrawn and spent much of her time dwelling on the cruel ponies. Bitter thoughts slowly wormed their way into her mind and interlaced with her plans at finding a way to feed her subjects. A new stratagem was developed, one that wouldn’t involve just replacing a single pony royal.

Infiltrators and scouts permeated the villages, towns and cities of Equestria in greater numbers than ever before; all waiting patiently for the perfect time to strike. When that moment arrived, they pounced and this time not just one alicorn was captured, but all the most powerful ponies of Equestria. Then, not leaving anything to chance, the eleven ponies in total had been quickly cocooned and transported back to the hive.

Still, a group came to rescue the ponies; two unicorns, a changeling traitor and a creature that embodied the very essence of chaos. The traitor used his knowledge of the hive to help the group sneak inside and for a short time they went undetected. However, vigilant changelings soon spotted the intruders and the creature of chaos was the first to be subdued.

Next followed the apprehension of the weaker of the unicorns, cornered while trying to create a distraction. Then the traitor tried to disguise himself to buy more time for the last interloper; the queen saw right through his chicanery. A few moments later the final trespasser was discovered.

But despite everything going perfectly it seems fate had an enmity toward the changelings.

Performing a forbidden secret ritual while under the direction of the unicorn, the traitor transformed himself into something alien. The unicorn then ensorcelled many of the other changelings around her, corrupting them too, and the resulting toxic magic it created caused an explosion that destroyed the throne room.

Battered and bruised, the queen beheld a horrifying sight once she freed herself from the rubble. Her seat of power had been obliterated and the captives had been freed; but it was what became of her cherished subjects that pained her the greatest. They had been warped just like the traitor and now stood against her, at the command of the ponies.

The patronizing unicorn tried to manipulate the forlorn queen as well; and thinking she was the last of her kind, that there was nothing left for her, the queen almost gave in. But then a great rebellious fire roared to life within her and she rejected the unicorn’s attempt to dominate her will. Knocking away the unicorn’s encroaching hoof and retreating, the queen vanished into the wilderness as fast as her wings could take her.

Alone, she traveled aimlessly across the lands of Equestria, harvesting what love she could gather along the way. Eventually she reached the boundaries of the Everfree Forest and knowing the local ponies feared those woods, took refuge within them. It was here the queen reached the lowest point of her long eventful life, standing on the brink of plummeting into a well of depression and paranoia. Then a voice called out to her.

It was a changeling. An uncorrupted changeling. The shocked queen inquired where she came from and how she found her.

She was told a tale about how the changeling had been away, collecting love for the hive and returned to find it inhabited by mutated versions of her former hivemates. They surrounded her and tried to convince her to join them, even calling upon their bizarre looking king to help covert her. Terrified, she tried to flee but they pursued, repeatedly spouting about how much better her life would be alongside them. Mercifully their king had called them off after it became apparent she would not give in. Once free, she detected the queen’s pheromone trail and decided to follow it.

Overjoyed, the queen embraced her fellow changeling; and soon more began to arrive, each with their own stories about why they rejected the traitor’s invitations. All in all almost three dozen returned to her and together they started a new home under the ruins of an ancient castle lost to the forest centuries ago. Before long, the Everfree Hive had been established.

With a roof over their heads and infiltrators harvesting nourishment once more the queen decided it was necessary for her to bare a new brood; her first in a very long time. She brought thirteen little eggs into the world, each dutifully tended to over the next few months by herself and two devoted caretakers. Little did they know, one of those eggs harbored a larva that was very different from the rest.

Normally a newly hatched changeling would start its life hissing loudly to be fed; the first one that hatched this time did not. Instead it acted afraid of its surroundings and refused to eat. This greatly confused the caretakers and so they asked the queen for aid. She too was bewildered by the little larva; but after spending time with the hatchling, she became intrigued at how quickly it learned and adapted.

Taking a special interest in the little larva, the queen personally fed it a special diet and called for engrossing toys to be collected to keep it entertained. For most of the day she would carry it along with her so it could observe her and learn; and so by the time it was ready to spin its cocoon, the larva and its mother had formed a deep bond.

Everything was going wonderfully for the hive and it appeared as if better times were on the horizon... But then a new evil slithered from the shadows, primed to unleash a contemptible plot to sow discord.

As the queen slumbered in her chamber and the larva were safely going through their metamorphosis, a detestable fiend crept into the nursery. He attacked the unfortunate caretakers, leaving them incapacitated and helpless to watch as he advanced on the unaware cocoons. He took one and absconded into the night. What he did to the rest, well, it was something only a true monster could do…

It didn’t take long for the crime to be discovered and when the queen was alerted, the news sent her into an anguish fueled rage.

Meanwhile, not far from the forest, the fiend had abandoned the last cocoon to the elements, hanging it from a tree outside of a nearby pony settlement. A group of young creatures happened upon it and, knowing not what it was, brought it back to their school where it hatched under their curious observation.

What emerged from the cocoon surprised the creatures because it was not just a normal nymph, but a little changeling queen; and a very confused one at that.

Shocked at the sight of her unknown voyeurs, and with no other changelings present, the little queen did her best to scare away the strange creatures. They took flight at her display of hissing and rapidly buzzing wings, only to return with an alicorn to help. But the nymph had been warned by her mother about the alicorns and did her best to keep the purple wretch at bay.

However alicorn’s are deceitful and this one quickly came up with a plan. She summoned a corrupted changeling and instructed her to try and trick the little nymph into thinking they were all friendly. They brought her food and distracted her with playful animals. If it wasn’t for the arrival of the worried queen and her guard, the purple alicorn’s plot might have worked. Her mother swiftly overpowered the pony while her aids assisted by protecting her back; together they rescued the nymph.

Sadly they could not risk returning to the Everfree Hive after being attacked from within. Instead everyling would move to a refuge within Rambling Rock Ridge. Still the ponies tracked them unrelentingly.

Canterlot sent forth soldiers and a campaign to hunt down any changeling left began. One group had uncovered a scout and they rabidly chased her down. In their eagerness though they forgot that changelings are clever. Foolishly they fell into an ambush and it was they who ended up captured.

Back within the temporary hive, the little nymph learned to hone her magic under the guidance of her mother; but having no other changeling around her own age left the nymph feeling lonely. She yearned for a playmate, so, as a remedy, she released a captured pony colt.

At first the colt was nervous to be around changelings so the nymph had to come up with an idea on how to help him. She decided to have him dress up like a changeling to better fit in. His fur was dyed black and he was crafted a lovely set of wings along with a fine horn. The queen wasn’t too happy about it when she saw him; still, she was kind and allowed the pony to play with her daughter.

Until the purple alicorn found where the changelings were hiding…

Under duress the queen parlayed with the alicorn and used her cunning to forge a compromise. The changelings could go free as long as they released any creature they had captured. This would include the nymph’s playmate and that saddened her greatly.

She tried to tell the alicorn that her playmate had been treated like family and would want to stay but the alicorn only scoffed. She told the nymph that no pony would willingly stay with a changeling. The nymph refused to believe that and challenged the alicorn, asking her playmate what he wanted.

He chose to leave… and the nymph learned an important lesson about ponies that day.

In the end, the changelings moved on to start a new hive and under the wise queens guidance it developed quickly into a magnificent home. Infiltrators returned to harvesting love and the queen’s daughter assisted in the nursery, helping the caretakers in keeping the next generation of larva happy and healthy.

Despite any setbacks, the changelings would continue on.

-----------

“That’s what I have so far,” Pupa said, looking up from her hoof made book to a changeling larva. “What do you think?”

A tilt of the head and a gurgling nose was all the answer she received from the grub. The rest of the larva apparently lost interest and were sleeping in little clusters or wandering around the cavern.

“Well it’s still a work in progress…” she frowned.
> Chapter 51
> --------------------------------------------------------------------------

The sound of out of sync hooves on a wooden floor echoed throughout the theater. On stage a group of unicorns attempted a choreographed number for their audience of three. From head to hoof both mare and stallion alike were dressed in a smooth shiny black material along with a pair of semi-transparent insect-like wings strapped to their backs. Each one also had a pair of round goggles covering their eyes, tinted blue and crafted to appear multifaceted. Unfortunately the restrictive costumes worn by the dancers only caused their latest effort to end up just as uncoordinated as the previous ones.

“I think that’s enough everypony!” called out the first of the three audience members, a porcelain furred pegasus mare with a wavy dark amber mane. “Let’s call it a day.”

Light murmurs drifted from the dance troupe as they looked from one another, ears back and unsure, before finally trotting from the stage to disappear behind a set of dark red curtains.

“Well that went poorer than expected…” sighed the second audience member, a spectacled earth pony stallion with periwinkle fur and a slate blue mane that he kept tied back in a ponytail.

“You need your prescription updated Free-step, because poor doesn’t even start to describe that disaster,” grumbled the peach-orange unicorn mare beside him, her muzzle scrunched up in obvious distaste. “You have to talk to your dancers again.”

“Allure, I’ve told you twice now that it’s not the dancers,” said the stallion, Free-step Hustle, before removing his glasses so he could press a hoof against the bridge of his muzzle, “it’s the costumes. You need to tell the designer they’re still not flexible enough.”

“I’ve already talked to her about it,” said the unicorn, Allure Endeavor, as she levitated a small mirror from her satchel and began checking for any out of place hairs in her bright lilac mane, “and she said if more fabric was added it would make the dancer’s legs look flabby at the joints and it could slip down and cause them to trip over their own hooves.”

“Well we’re probably going to run into the same problem with the reformed version of the costumes too,” said Free-step while replacing his glasses. “What about using a different material?”

“I’ve suggested that too,” said Allure as she re-applied her lipstick. “She told me a lighter fabric would make the design look like a common gaudy Nightmare Night costume. Other materials won’t breathe enough for the dancers and will leave them overheated. I don’t think you want to see them slipping on their own sweat across the stage.”

“Then what about trying another designer?” suggested Free-step. “I don’t know, get a second opinion or something.”

“Free-step, dear, I’ve worked with Misty Motif for years. She’s one of the best costume designers in Applewood. She’s worked on over a dozen movies and twice as many plays. I trust her judgement,” said the unicorn as she returned the mirror to her bag. “Besides, it would be too expensive to remake the costumes anyway...”

“Allure, dear,” the stallion said through his teeth, “despite how good Miss Motif’s costumes look, my dancers can’t move in them. If they can’t move, they can’t dance.”

“Then why don’t we just have them dye their fur black?” said Allure, throwing up her front hooves with exasperation. “Then they’ll be able to move around all they want.”

“My dancers won’t dye their fur,” Free-step said with a frown, “and I’m not going to force them either. It also won’t fix the issue if the other costume is just as restrictive.”

“What if we just get real changelings as back up dancers?” interjected the pegasus causing the other two to turn and stare wide-eyed at her.

“H-Harmony,” stammered the unicorn, “you- we- there’s no way that could be done.”

“Why not?” asked Harmony Honey, innocently tilting her head to the side as she looked from the mare to the stallion with her bright blue eyes. “I’m confident you could teach them the routine.”

“It, it would be too dangerous!” exclaimed Free-step. “They could attack me or you or the audience!”

“I agree,” said Allure firmly. “They could spirit you away. Put you in a cocoon and drain your love. As your agent I will not allow you to be placed in such a hazardous situation.”

“Wow, I didn’t think the changelings were that bad,” said the confused pegasus. “Since they reformed I thought they’ve been nothing but friendly.”

Free-step and Allure blinked at Harmony in unison.

“Wait,” said Free-step, “are you talking about the reformed changelings?”

“Of course,” said the pegasus with a chuckle and a quirked eyebrow. “From what I’ve been reading about them in the papers, they don’t drain ponies of love anymore and they’ve been looking for ways to intermingle with the rest of Equestria. Why not offer them an opportunity?”

“I don’t know Harmony…” the unicorn said.

“I know it sounds a little crazy but just think about it,” the pegasus said excitedly. “My new album is all about love, about how strong and powerful it can be. We were going to have ponies dressed up like changelings, pretending to steal love throughout the show until the end when they discover it’s better to share love than to steal it. Why not have real changelings who’ve experienced that first hoof and give them the chance to show Equestria they’re serious about living peacefully alongside ponies?”

Both Free-step and Allure adapted thoughtful postures. The stallion hummed to himself, brushing his goatee with the tip of a hoof while Allure stared up at the ceiling, clicking her tongue against the back of her teeth. Harmony just watched them with a small smirk.

“I suppose I could reach out to some of my contacts and see if your idea is feasible... and safe,” pensively said Allure. “What about you Free-step, what do you think?”

“I could teach a minotaur ballet, given the proper amount of time,” the stallion said. “If you’re both really serious about this then I’ll try my hoof at teaching changelings to dance.”

“Wonderful!” Harmony said, clapping her front hooves together. “This is so exciting!”

“Harmony, I wouldn’t get your hopes up too much,” interrupted Allure. “Changelings, even the reformed ones, are still a complete mystery to almost everypony. This entire thing might never even get off the ground.”

“Oh stop being modest Allure,” the pegasus said with the added hint of flattery. “If anypony can pull this together it’s you.”

----------

Just as Celestia’s sun slowly set over the horizon a yellow carriage slowed to a stop before the large stonework mansion. Gracefully the porcelain furred pegasus steeped from the cab, flicked back her mane, adjusted her wings, and then handed the stallion strapped to the coach a small bag of bits. He tipped his hat, thanked her and trotted away, leaving her standing before the imposing iron gates to the manor grounds.

For a brief moment Harmony entertained the idea of using her key to unlock the barrier, but then she just shrugged, flapped her wings a few times and flew over the fence. She could have skipped using cabs too and simply flown home; but she had the extra bits to spend and enjoyed using them to have ponies cater to her.

Upon reaching the mansion’s large wooden entry door the pegasus landed and began to rummage around in her satchel for her key. She hopped back in surprise when the door suddenly bolted open to reveal an angry looking unicorn with a banana colored coat and a fiery red mane. The shock passed quickly and she rolled her eyes at the stallion before pushing past him.

“Where have you been?!” the unicorn grumbled, closing the door none too gently behind her. “You’re late again!”

“Your concern for my well being is touching,” Harmony responded, playfulness in her tone. “But I’m perfectly capable of taking care of myself.”

The stallion opened his muzzle to issue a retort but the pegasus continued on, heading deeper into the manor and leaving him behind. After a moment of standing by the door, utterly astounded by her brazen dismissal, the unicorn clenched his jaw and stomped after her.

“You were supposed to be back hours ago!” he called out to Harmony as she vanished around a corner and into a dark hallway. “You can’t keep leaving me here to take care of everything by myself! Are you even listening to me?!”

He received no response.

“Okay, that’s it Cicada!” he hissed and rounded the corner, “I’ve had enough of-“

A field of orange magic surrounded the unicorn and flung him back against the wall, abruptly cutting him off mid-sentence. Distracted by the jolt, a circle of green fire flickered over his body, burning away his disguise and revealing his black carapace. When he shook away the shock he found himself immobile, held a good few hoof lengths from the floor, and staring into the darkness at an angry set of burning orange eyes.

“I think it’s past time I educate you on how things are going to be around here,” Harmony’s voice said in a dual tone as if another creature was saying the same thing along with her but just slightly out of sync.

“C-Cicada, I,” stuttered the changeling, his blue eyes wide and ears folded back.

“Leech,” Cicada, tall, imposing and reefed in shadows, calmly began, “we’ve known each other since the day we hatched and some of the earliest memories I have of you, involve you complaining. I’ve tolerated it for years. I’ve tolerated it because I like you... But, lately, all this complaining you do is getting old. So it’s going to stop today. Understand?”

After giving her a single nod, the cowed changeling was lowered gently back to his hooves for his subservience.

“I need you to come to terms that things are very different between us now,” explained Cicada. “I’m not just some infiltrator anymore and you need to realize that; so going forward, you will not talk down to me, you will not yell at me, and you will not tell me what I can and cannot do.”

Leech nervously licked his suddenly dry lips and gave a single nod again.

“Good,” said the looming figure, her posture becoming more relaxed. “Now that that’s out of the way, we can move on to what has you so upset. I’m going to go out on a limb and guess that it’s either about the larva themselves or you being bored of watching them.”

“Yeah-” Leech started to say.

“Yes, my queen,” Cicada corrected him.

“Yes, my queen,” said Leech after a pause. “They’re hungry and getting cranky.”

“Well momma’s back,” she chuckled, turning around and walking away. “I’ll feed and tend to them until the morning. You can go and do whatever you want, just be back before sunrise.”
> Chapter 52
> --------------------------------------------------------------------------

It was such a wonderful feeling, to wake up lying on a comfy plush surface while covered by a soft warm blanket. So incredibly wonderful in fact, that the act of getting up to prepare for the day could be considered torturous. Still, it had to be done, there were classes today and he couldn’t miss the train into the city. Not again anyway…

Wait… Didn’t I have a project due? Did I do it correctly? I finished it, right? Did I even remember to do it?

A sudden wave of anxiety washed over him, sending a tense chill down his spine and throughout his limbs. Being surrounded by a comfortable environment while in the grip of absolute dread was a shocking juxtaposition and it made him shiver as if he was trapped in ice.

I feel like I never have enough time to work on anything… Is it going to be good enough? Will I fail and have to take the class again? I don’t have the money to do that…Does everything have to always be so stressful?

He pulled the blanket tighter around his trembling form and curled up in a vain attempt to ward off the frigid feeling; all the while his drowsy mind struggled to awaken.

Wait… haven’t I already finished college? It’s been years since I graduated, right?

A brief moment of relief settled over him but the chill still lingered and he remained balled up within the covers.

I still need to get up. My alarm is going to go off any moment now… and I have to go to..?

--------

With her ears folded back, Pupa sat up and groggily looked around the dark room in confusion. She felt misplaced, as if her surroundings should have been different, less dark. Blinking a few times, her vertical pupils widened, allowing her vision to focus as she glanced around the room. One of her perforated hooves reached up and rubbed the corners of her large green eyes, removing the crusty vestiges of sleep; or perhaps it was an unconscious attempt to wipe away the strange environment for something more familiar.

Walls, which should have been flat and painted an off white color, were by contrast, made from blocks of rough grey stone and held together by a lighter grey mortar. Alternately, where she thought there was a window, was a door, rounded at the top and made from a dark wood. And, instead of where the door was supposed to be, there was a long alcove, recessed into the wall and filled with stuffed animals. There were no lamps to provide light; instead there was a luminescent moss, thriving along the space between the bricks and proving sufficient enough illumination to keep the chamber from being in complete darkness.

The nymph’s eyes widened, with the realization of what had just happened, and her ears shot straight up in alarm. Moisture built up in the corners of her eyes and she flopped back into the pile of pillows that filled her bed, a repurposed stone sarcophagus. Her front hooves balled up the dark green blanket that covered her carapace and she pressed it against her face, muffling a frustrated scream that transitioned into a whimper before ending as a growl.

“Why do I keep waking up confused like this?” she questioned no one after removing the covering from her muzzle. “This is, like, the billionth time.”

While staring up at the vault’s ceiling, the young changeling queen crossed her front legs over each other and began rubbing her hooves up and down the limbs in an attempt to comfort herself. Gradually the icy feeling faded enough that she could muster the energy to roll over onto her belly. A curtain of long dark cerulean hair fell over her muzzle and she made an unsuccessful attempt to blow it out of her eyes. It  remained pooled around her form. Even after she stood up and flicked her head to the side, sending it back over her withers, her mane almost reached the floor.

A pair of translucent wings on the nymph’s back began to buzz swiftly, lifting her off the bed and then lowering her to the chamber floor. From there she stiffly walked over to a full length mirror and the articulated thestral skeleton posed just so as to hold it upright.

“I need to find you a wig...” Pupa said to the inanimate bones, despite knowing she’d receive no response, before checking her reflection.

Over the past few days the young changeling had thought her chitin was looking duller than normal, but now it was so noticeable it caused her to let out a surprised little gasp. Instead of being a semi-shiny near black, it paled into an unhealthy looking ash grey. Even the bluish green of her carapace and eyelids had faded in color.

“Oh hive,” she whined to herself, plopping down onto her rear, “I hope I’m not sick or something…”

When leaning in closer to get a better look at herself she found that sometime overnight, small little cracks had also appeared around her eyes. When she frowned deeply at the blemishes, more fissures formed at the corners of her lips.

“That can’t be good,” Pupa whispered before touching the side of her muzzle with a hoof. “I have to find mom.”

The nymph turned to the door but quickly stopped in mid-step, suddenly feeling self-conscious about her greying shell. Incase her mother had already left for the throne room and she would need to travel the tunnels, the young changeling attempted to draw on her powers of transformation to make herself more presentable. She became more concerned when the tell-tale green fire that normally preluded her shapeshifting seemed only to flicker briefly around her before fizzling out.

Now nervously trotting in place, Pupa did a quick visual search around the room for some answer to her appearance and a way to cover it up. The dark green blanket still balled up atop her bed caught her eye and she tried to levitate it over to herself but about half way it dropped to the floor. Frantically she scooped it up in her teeth, threw it over her withers and tried her best to adjust the fabric into a makeshift cloak.

After giving herself a quick once over in the mirror and making sure she was adequately covered up, the young queen scrambled through the door that lead into her parent’s chambers. Luckily her mother had not left yet, and a touch of relief filled Pupa when she spotted her in the middle of a discussion with three other changelings; Mosquito, Odonate and Termite.

Mosquito, her mother’s personal attendant, assisted the queen with anything she needed. The fairly young mare had once been an infiltrator and had a knack for acquiring pony-made items, both useful and otherwise. Odonate, missing an ear and bearing scars along one side of his face, was the hive’s lead guard. He was an older changeling, loyal to a fault, and larger than any other in the hive save for the queen. Lastly, Termite, head of the workers with a proficiency for being efficient and prudent. While under her direction the new hive’s tunnels had been excavated quickly and without any accidents.

Upon her entrance, all three of them turned to look in the nymph’s direction. Then, noticing their sudden change in attention, her mother, Queen Chrysalis, craned her long slender neck around and glanced back over her withers.

“Pupa? What are you up to?” asked her mother, squinting her sharp eyes at the shrouded nymph as if trying to peer through the blanket.

“Um, could I talk to you alone?” the nymph squeaked and squirmed under the multiple sets of eyes.

Despite having known most of the other changelings present her entire short life, she still felt uncomfortable revealing her current state in front of them.

Chrysalis regarded her daughter briefly before she turned back to the trio and motioned for them to depart with a nod of her head. The three bowed, turned and trotted out the door, letting it close behind them with a soft click. Now alone with the nymph, the changeling queen rose to her full height and walked over to her.

“What did you want to talk about?” her mother asked, tilting her head with curiosity and causing her long mane to slip over one eye.

“I think I’m dying,” Pupa said, her voice quivering.

“Dying?” Chrysalis questioned, slightly taken aback at the youths statement. “Why do you think you’re dying?”

With her head down, Pupa shrugged the blanket off her back. She remained that way for a long moment, eyes fixed on her mother’s hooves, imagining the horrified look her mother might have at the sight of her and how seeing it would only confirm her fears of an imminent death.

“Pupa,” Chrysalis said with no sadness in her tone. “You’re not dying.”

“Then what’s wrong with me?” stuttered the nymph while the wings on her back fidgeted.

A large hoof reached under Pupa’s chin, gently guiding her head upward so she could see the smirk across her mother’s muzzle.

“You’re molting,” the older changeling informed her, “and it’s perfectly normal.”

“I’m molting?” blinked Pupa.

“Yes,” said Chrysalis, “Tell me, do your limbs feel stiff?”

Lifting one leg up, the nymph experimentally bent the joint and then nodded a conformation.

“You’ve outgrown your old chitin,” her mother explained, “and you’re going to shed it soon.”

“How soon?” asked the young queen.

Chrysalis moved an upheld hoof in a circle and Pupa turned around as directed; then she felt her mane part at the back of her head and down her neck.

“If I would hazard a guess,” her mother hummed to herself for a long moment as she continued the inspection, “very soon.”

Frowning at the non-answer, Pupa looked back at the older changeling. In response her mother just smiled teasingly.

“Before this time tomorrow,” Chrysalis chuckled.

“Tomorrow?!” the nymph suddenly cried out, “but we’re going to the zoo today!”

“We were going to the zoo,” said her mother, “but you can’t go until after your new chitin has hardened. Molting changelings can’t transform so we’ll have to go another time.”

While biting her lower lip Pupa looked around the room as if trying to find some way to get around Chrysalis’s new decree.

“Can’t you help me molt faster?” the nymph asked.

“No; and don’t you even think about trying to force it along,” Chrysalis said sternly with a look that left no room for debate. “When your body’s ready, your old chitin will naturally shed. Rushing the process could stunt your growth or worse. And after you’ve finished shedding you must allow your new chitin to harden, that means no running around until it’s over. Have I made myself clear?”

“Yes,” nodded Pupa.

“Good,” said her mother.

“Will it hurt?” questioned the nymph.

“If you don’t interfere with it, no,” said Chrysalis, shifting her back and shoulders, perhaps from the memory of her own molts. “In fact it feels very relieving, you’ll see.”

“Will I lose my mane?” asked Pupa, suddenly wide eyed.

“What? No,” answered her mother. “If you don’t force your molt, your mane will be fine.”

“My wings?” pressed the nymph.

“Of course not,” replied Chrysalis, now frowning slightly.

“What about my-“

“Pupa,” her mother interrupted, sighed and then shifted her posture. “Everything will be fine as long as you just allow the molt to happen naturally.”  

“So what should I do now?” Pupa inquired.

“You take it easy,” instructed Chrysalis. “You’re going to come with me to the throne room or you could spend the day with Katydid and Lacewing in the nursery.”

“I don’t really want anyling to see me like this,” muttered the nymph.

“I already told you it’s perfectly natural,” her mother said. “You have nothing to be ashamed of, and if anything, the other changelings will be happy for you.”

Despite the reassurance Pupa found herself looking at the blanket lying at her hooves. Chrysalis let out a resigned sigh and the jagged horn on her head glowed a soft green as she levitated the blanket above her daughter.

“Fine, fine, if you’re really that concerned,” the queen said with obvious annoyance in her tone before releasing the blanket from her magic so it fell over the nymph’s head, “keep yourself covered up. But skulking around underneath that blanket is just going to make you stand out more.”
> Chapter 53
> --------------------------------------------------------------------------

Outside of secluding herself in her room, something her mother promptly shot down as silly, Pupa felt the nursery was the next best place to hide out while undergoing her molt. So, while looking like a little wraith draped in a green funeral shroud, and getting many curious glances from the changelings she passed along the way, the nymph headed there straight away.

Compared to the temporary hive back in Rambling Rock Ridge, the one being built into the Foal Mountains was absolutely massive. And, while she had been told that the hive lost to the reformed changelings was majestic and couldn’t be compared to anything else, this one felt like home. To her anyway. 

Various types of bioluminescent mushrooms, mosses and lichen illuminated different sections of the hive in soft tones of purples, blues and greens; and even though changelings have excellent darkvision, the plants had been carefully cultivated and encouraged to grow along the walls or in small underground gardens. It gave the passageways a beautiful otherworldly grandeur.

Networks of sprawling chambers carved by centuries of erosion had been painstakingly inspected and reinforced with changeling resin. Workers had expertly excavated new tunnels, linking together alternate routes so traveling from one portion of the hive to another was much faster.

The discovery and reutilization of a hidden complex of thestral crypts helped add to the size of the hive too. It also provided living quarters for the majority of its inhabitants.

Her mother had wanted the previous tenants remains disposed of, but, in a moment of inspiration, Pupa had convinced her to repurpose the bones instead. The hallway she now traveled down had some of those articulated skeletons. Standing on their hind legs with their backs against columns of stone and resin; they had been posed to appear as if they were helping to brace the pillars with their outstretched wings. She thought it looked cool.

Leaving the catacombs behind, Pupa entered a changeling made tunnel leading deep into the hive proper. From there she took the quickest path to her destination, the nursery.

For a few months now the nursery had become one of the quietest places in the hive. No longer was the chamber busy with crawling larvae nor was there the familiar sounds of their hissing calls for food or attention. Instead there was a multitude of pale green cocoons, silently arrayed across the ceiling. If it wasn’t for the two changeling caretakers who went around to periodically check on the slumbering larva, the cavern could pass for an area frozen in time.

Attempting to go unnoticed, Pupa slipped into the room by creeping as noiselessly as possible under the curtain covering the entryway and started looking around for an out of sight alcove to conceal herself. Despite her efforts at stealth, the caretaker sisters, Katydid and Lacewing, looked up almost immediately from the magazine they had been sharing to stare at the nymph.

“Princess Pupa?” Katydid said, ears standing straight up and head tilted left in confusion.

“Are you sneaking around under a blanket?” asked Lacewing, finishing her sibling’s sentence and mirroring her baffled posture.

“Um, yes…” confirmed Pupa.

“Any particular reason?” questioned Katydid while trotting over to the nymph.

“Is this part of some game you’ve come up with?” continued Lacewing, following alongside her sister.

With a sigh, and just wanting to get it over with, Pupa shrugged off the blanket and waited to see their mortified expressions. For a long moment neither of the caretakers made any response at her appearance and just scanned her from hoof to horn with their eyes. Then they both suddenly grinned and together began buzzing their wings enthusiastically.

“Oh you’re going through your first molt!” exclaimed Katydid, leaning her head down to get a better look at the princess.

“I’m so excited!” said Lacewing, trotting quickly in place.

“What? You are?” asked the baffled nymph, “why?”

“Because I can’t wait to see how beautiful you’ll be!” answered Lacewing with a giggle.

“Really?” balked Pupa.

“Oh yes,” said Katydid, nodding in unison with her sister. “There is nothing like a nice shiny new carapace.”

“Just wait, you’ll see,” Lacewing tittered.

“Waiting is all I really can do…” muttered the nymph. “Mom said I can’t run around.”

“I’m sure with how stiff your body is probably getting, you wouldn’t want to run around much anyway,” said Katydid.

Frowning, Pupa lifted one of her hind legs and tested it. It was getting noticeably stiffer.

“Come sit with us,” Katydid said, flying just above the nymph so she could carefully scoop her up in her front legs.

Hanging limply in the changeling’s grasp and too morose to put up any act of defiance, Pupa allowed the caretaker to transport her over to a nook in the wall that the sisters often used for resting.

“We’ll keep you company, time will go by faster and you’ll be molting before you know it,” finished Lacewing, following her sibling.

“And you can help us too,” said Katydid while placing the nymph down onto a soft bed of moss.

“Help with what?” asked Pupa, looking from one sister to the other.

“We’re coming up with new disguises,” answered Lacewing, holding up the magazine they had been looking at earlier with her magic.

“Something fresh and new,” Katydid smirked while adjusting the nymph’s mane so it didn’t cover her eyes. “Our old ones are growing stale.”

After lowering to her belly and laying out the magazine in front of her, Pupa began to flip through a few pages. When she spotted something that caught her interest she tapped her hoof against the picture.

“I like this one,” grinned the nymph, looking back up at the sisters.

Katydid and Lacewing leaned over to get a better look at a picture of a pegasus mare who looked bored while standing in front of a large white moon. She had a coat of pale bluish fur and a spider hair clip adorned her braided mane of powdery purple and pink. For makeup she had black eyeliner with an eyeshadow that matched the purple in her hair. She wore a simple short dark grey dress with black lace accents that were reminiscent of spider webs; and on all four of her legs she modeled stockings made from that same black lace.

“Pupa,” Lacewing said, “We’ve noticed you seem to have developed a…”

“Captivation toward the gothic,” finished Katydid with a smirk.

“Is that bad?” blinked the nymph.

“Well, no, not necessarily,” said Katydid, her horn glowing a soft green as she used her magic to turn a few pages of the publication.

“It's fine if you enjoy that look,” Lacewing said, “but it’s not something a majority of ponies are into.”

“And it could make you stand out,” explained Katydid, “which you don’t really want to do if you’re infiltrating a pony community to harvest love.”

“But you also don’t want to look unattractive to your prey,” interjected Lacewing.

“Right,” agreed Katydid, “you need to find a balance.”

“Oh,” frowned Pupa, slightly confused by the impromptu lesson.

“Here, let me show you,” said Katydid. “Visual explanations are always easier to understand.”

A ring of heatless green flames encircled the changeling, reflecting softly off her smooth chitin as it flared from her hooves up. It burned away into nothing once it reached her horn and left behind a unicorn standing in Katydid’s place.

“See, now this is too much,” Lacewing motioned to her disguised sister.

With a shimmering white coat, taller than the average pony, the transformed changeling smirked, stuck out her tongue and started to strut around the room on her slender legs. After crossing about half the room she tossed her voluptuous mane back over her lengthy neck, batted her eyelashes at the other two and then pouted her lips.

“You’re sure to get a lot of attention, and love, going around looking like a supermodel,” lectured Lacewing, “but drawing too much notice is just asking for trouble.”

“She knows zat from experience, ma petite reine,” said Katydid, now speaking with an accent.

“One little fight…” Lacewing said with a roll of her eyes.

“Twenty stallions ez not so little mon amie,” resounded Katydid, trotting back over to her frowning sister.

“It was more around sixteen,” Lacewing deadpanned. “It was hard to get a good count…”

“You caused a fight?” chirped Pupa. “What happened?”

“Mademoiselle Lacewing caught ze eye of un à plusieurs in a crowded club; and like ze true gentle-stallions, they all offered up zair own seats for er to rest er rump,” recounted Katydid.

“And that caused a fight?” blinked the nymph.

“Oui!” Katydid nodded, “Zay all started to bicker over who had ze best, most comfortable seat and ze next thing you know, hooves, zay are flying. We had to flee before ze guard showed up.”

“That’s why we prefer finding that middle ground,” said Lacewing. “Something like this.”

Green fire covered her form, transforming her into a unicorn with the same coat, mane and eye color as Katydid; however she wasn’t as slim and stood at the height of an average adult pony mare.

“I’ll still look attractive to prey like this,” Lacewing said, mimicking Katydids strut across the room complete with mane toss, “but I won’t cause a stampede.”

“I think I understand,” said Pupa, looking from one false unicorn to the other. “But what do you do after you attract your prey?”

“It all depends on ze situation and ze changeling,” said Katydid, her disguise burning away in magical green fire. “Lacewing and I enjoy teasing the love from ponies.”

“How?” asked the nymph.

“A little bit of flirting,” said Lacewing, also dispelling her disguise.

“Followed by the simple touch of a hoof,” continued Katydid, gently laying one of her front hooves on her sisters withers as an example.

“A sweet little smile and a wink,” Lacewing tilted her head up and a little to the side before winking while showing off a knowing smirk.

“Posture is important too,” added Katydid, strolling away with a delicate sway of her hips.

“Okay,” Pupa said as she digested the information. “But why does that attract ponies?”

Lacewing, with her mouth open and about to answer, abruptly froze up. She sheepishly looked at her sister, who had her ears folded back and a blush on her cheeks. Both appeared to be embarrassed about the question.

“I think we’ve been a little forward in this discussion,” Katydid murmured. 

“Sometimes I forget she’s still just a nymph,” Lacewing whispered to her sibling who nodded in agreement.
> Chapter 54
> --------------------------------------------------------------------------

A mischievous grin grew on Trixie’s muzzle as she subtly leaned over to tap Starlight on the withers. Her friend and fellow unicorn responded with raised brow as she looked up from her half eaten plate of pancakes. From there it only took Trixie a slight head tilt to direct Starlight’s attention toward their third companion at the breakfast table, Twilight Sparkle.

Deeply engrossed in a stack of notes, the purple alicorn appeared to be oblivious to her surroundings as she ate her own meal. Guided by magic, a levitating fork would periodically skewer a piece of pancake on her plate and deliver it into her open mouth. Then once the morsel had been thoroughly chewed and swallowed the process would just repeat itself in a reminiscently robotic manner.

Unsure what the blue unicorn was trying to point out, other than Twilight being Twilight, Starlight again adopted a confused expression. One more Trixie motioned to Twilight and then silently mouthed ‘watch this’ before adding in a conspiratorial wink.

Channeling her own magic, Trixie stealthily levitated the remainder of the alicorn’s pancakes and a stick of butter; then, in-between bites, swiftly replaced one with the other. Starlight had to cover her mouth with a hoof to suppress a giggle as the fork pierced the butter and brought the entire thing up to the unsuspecting alicorn’s maul; but when she witnessed Twilight’s shocked expression after biting into it, she couldn’t hold back laughing any longer.

“Huh!?” Twilight exclaimed as she sputtered around the mouthful of butter, inadvertently sending speckles into the pages in front of her.

After snatching up a napkin and using it to obscure her muzzle while collecting the unwanted tidbit, the alicorn gave the duo sitting across from her an excusatory glare.

“Don’t look at me,” said Starlight, futilely trying to stop from chuckling.

Twilight frowned deeply, switching her focus to the smug looking Trixie.

“Why would you do something so rude?” questioned the alicorn. “Especially after I invited you to join us for breakfast.”

“Excuse me, but isn’t it rude for a host to ignore her guests?” retorted the blue unicorn. “You’ve spent this entire time with your snout in those papers.”

“Sorry but the changelings are scheduled to stop by this morning for their checkups and I wanted to go over my notes again before they arrive,” Twilight explained as she used another napkin to clean up the notes.

“The good changelings or the bad changelings?” asked Trixie.

“Cricket and Maxilla, from Thorax’s hive,” said Starlight now that her giggle fit had played out.

“The good changelings,” Trixie nodded. “They enjoy seeing Trixie’s wondrous feats of prestidigitation!”

Twilight and Starlight both rolled their eyes without the blue unicorn noticing.

“Anyway,” Starlight turned to the alicorn, “have you discovered anything yet?”

“No, nothing,” Twilight sighed, “and it’s been months since I started.”

“What’s been months?” interrupted Trixie as she leaned over the table to pick up a piece of toast.

“Really Trixie?” Starlight deadpanned. “You don’t remember what I told you about the reformed changelings?”

“Don’t be silly, of course Trixie remembers,” said the blue unicorn with a nonchalant chuckle and a dismissive wave of a hoof. “But, you know, a little refresher wouldn’t hurt.”

“Last time they met, Chrysalis told Twilight that the reformed changelings will end up getting sick by some unknown illness,” Starlight clarified. “So Twilight has been working with some of the changelings from Thorax’s hive and monitoring their health.”

“Wait, is that why they’ve been showing up every few weeks?” Trixie balked, stopping in the middle of spreading jam on her toast.

“That’s right,” affirmed Twilight.

“Oh…” frowned the blue unicorn.

“Oh?” asked Starlight, tilting her head. “Why did you think they had been visiting Ponyville so much lately?”

“I thought they’ve been coming all this time just to see Trixie perform her spectacular magic acts,” the show-mare muttered disappointedly.

“Trixie, they go to your show to feel better after Twilight’s finished with them,” joked Starlight.

“Hey! I’ll have you know my bedside manner is very professional,” the alicorn defended herself.

“Sorry, I was only kidding,” Starlight responded seriously.

“I guess I’m just frustrated about how little headway I’ve made,” Twilight said and then released another sigh as she straightened out her notes.

“What about the doctors from Canterlot that you’ve been working with?” asked Starlight, “Haven’t they been helping?”

“Not as much as I had hoped,” Twilight replied. “A few of them even abandoned the research project; said ‘they have pony patients to worry about instead’.”

“I wish I could say I was surprised,” scowled Starlight, “but that seems typical of Canterlot ponies.”

“Right now I feel like I’m not much better,” Twilight admitted. “Between running the school and everything else, I’ve only been able to devote a small amount of time to this.”

“Twilight, changeling biology has never really been researched before,” Starlight said trying to reassure her friend. “And it hasn’t even been a year since you started. Nopony expects you to figure everything out about them overnight.”

“I know, I know,” breathed Twilight. “Still, I wish I had something to ease their minds…”

“Honestly, I think you’ve been worrying about it more than they have,” Starlight said. “Well, at least from what I’ve seen.”

“Yeah, they always seem so upbeat,” added Trixie, “I’ve never seen any of them acting sad or upset.”

“That’s because a lot of them still think Chrysalis was lying about the entire thing,” admitted Twilight. “And it doesn’t help her credibility that she hasn’t followed through on the agreement we’ve made.”

“What agreement?” Trixie asked with a mouth full of jelly smothered toast.

“Chrysalis was supposed to send a changeling from her hive every now and again to act as an ambassador,” said Starlight. “But the last changeling anypony has seen from her hive was Phasmid and that was the day after they moved away.”

“And he only wanted to talk to his sister, Cricket,” added Twilight. “I tried to convince him to help with the research, since his sister is one of the reformed changelings, but he was too apprehensive. He wouldn’t even give a little blood sample.”

“To be fair, Trixie wouldn’t let you take a blood sample from her ether,” quipped the blue unicorn.

“Changeling blood is really fascinating actually,” said Twilight ignoring the show-mare and flipping through her papers, “for one thing, despite its greenish yellow hue, it’s more similar to a ponies than  an insects’ and while ponies have red blood cells that transfer oxygen throughout our bodies, the changelings have green ones; and despite having a carapace, they have a vascular system instead of an open circulatory system.”

“An open circular what who?” blinked Trixie.

“Insects have an open circulatory system,” Twilight said, smiling as she went into full on lecture mode. “That means their hemolymph is in direct contact with their organs for oxygenation and the transferal of nutrients. While, in contrast, ponies have a vascular system where our blood is transferred to our organs through veins.”

“Right, of course,” nodded Trixie before leaning over to Starlight and whispering, “what’s a hemolymph?”

“It’s an insect’s version of blood,” whispered back her friend.

“Ah,” responded Trixie and then she looked at her half eaten piece of toast, slathered in red strawberry jam. “Maybe this isn’t the best discussion to have while Trixie eats.”

“Oh! The changeling’s digestive system! “Twilight excitedly said, “That’s another interesting thing.”

A teasing smirk grew across Starlight’s muzzle as she looked over at the show-mare who was increasingly growing uncomfortable. Sensing the other unicorn’s intent, Trixie gave Starlight an imploring look, silently begging her not to encourage the conversation to continue in its current direction.

“Really Twilight? How so?” asked Starlight which in turn caused Trixie to grit her teeth and glare at her supposed best friend.

“Well, from what Thorax and the other changelings have explained to me, they have a very unique set of organs, since changelings feed on both organic matter and emotions,” the alicorn said. “First chewed up solid food travels down the esophagus and into the crop where it’s stored until it’s ready to be digested in the stomach or regurgitated.”

“Why would a changeling need to regurgitate their food?” Starlight inquired.

Growing pale, Trixie slumped in her chair.

“For two reasons actually,” explained Twilight, completely immersed in her impromptu lesson. “One, it's done to feed their larvae, since they have trouble with solid foods; and two, by mixing the slurry with a specialized salvia and depending on the salvia to slurry ratio, create the hard resin like material used in the formation of their hives; or the more gelatinous substance used to construct cocoons.”

“So let me get this straight, when we visited the changeling hive we were walking around on changeling vomit?” asked the visibility nauseous Trixie.

“No no no, vomiting and regurgitation are two different things,” clarified Twilight. “Vomiting is the expulsion of the stomach’s contents and is usually involuntary due to illness while regurgitation is a voluntary process.”

“Trixie will need to pack boots next time she travels to the changeling’s kingdom…” murmured the show-mare as she pushed her plate away.

“So what happens to the love they eat?” Starlight asked before taking a sip of her orange juice.

“Even the changelings aren’t one hundred percent sure; but from what I’ve been able to gather, it’s transferred through the crop,” Twilight said, flipping to another page in her notes, “and then it’s absorbed by another smaller organ, at least that’s the theory. That’s why today I’m going to ask one of the changelings, again, to volunteer to an x-ray so we can have a better idea of how their organs are arranged.”

“Again?” asked Starlight, her head tilting a little to the side.

“I’ve tried to convince them a few times to get one, but they always back out at the last minute,” said the alicorn. “Something about the machine frightens them. That’s why this time I’m going to show them this!”

In a flash of light Twilight vanished, teleporting away from her seat at the table and leaving two confused unicorns behind. When Trixie was about to open her mouth and ask Starlight what just happened, the alicorn reappeared; only now holding in her hooves a pane of black tinted glass encased in a strange crystal adorned rectangular frame.

“And what’s that?” Trixie asked.

“This,” Twilight said, proudly holding the object in front of herself, “is silica, housed in a thaumaticaly enchanted frame that will imitate an x-ray. All I need to do is apply the proper amount of magic and, voilà.”

Eager to demonstrate her invention, the alicorn shot a small beam of energy from her horn and into one of the crystals. A light hum resonated throughout the frame as the magic divided itself up, transferred equally to the remaining crystals and then into the glass causing it to glow.

The result immediately caused Trixie and Starlight’s eyes widened in surprise.

“So that’s what a brain looks like…” Starlight commented quietly to herself.

“Trixie should have just let her read her papers…” said the show-mare before promptly fainting.
> Chapter 55
> --------------------------------------------------------------------------

Pupa’s interest in watching Katydid and Lacewing model different disguises began to wane after a few hours. The nymph instead turned her attention to the magazine in front of her to help pass a little more time while waiting for her molt to finish. Mostly it was filled with advertisements, and mainly targeted to mature mares, but there were also tidbits of gossip related to pony society Interspersed throughout the publication.

“Why would ponies want to use something like this?” Pupa asked aloud.

“Like what?” Lacewing responded, shifting back into her natural form along with her sister.

Turning the magazine around so it faced the approaching caretakers, Pupa pointed out an advert showcasing a diamond shaped bottle filled with a golden amber liquid.

“If you unfold the little flap there on the page, you can smell what’s in the bottle,” the nymph said.

“That’s perfume,” explained Lacewing. “Some ponies enjoy the scent of it.”

“But why?” Pupa asked, crinkling her snout. “It stinks.”

“For different reasons,” said Lacewing, “like trying to attract a mate or to hide their natural scent, or just because they think it’s fancy.”

“Some of them smell okay but, ugh, you’re right, this one does stink,” commented Katydid, turning her head away with a disgusted expression after giving it a sniff.

“And look at this,” said Pupa, flipping a few pages back and locating an article she saw about hair care. “Why would you waste a perfectly good egg on your mane?”

“An egg?” Lacewing tilted her head.

“What kind of egg?” Katydid asked, leaning in and skimming over the paragraph.

“Chicken egg,” clarified Pupa.

“Really?” Lacewing frowned, ears turning back, “but they’re so delicious.”

“I know, right?” agreed the nymph, “but this says to mix an egg with olive oil, milk and lemon juice to keep your mane silky.”

“How would mixing that together keep a mane silky?” asked Lacewing, trying to look around her sibling’s head to see the page.

“You have to rub it in to your mane after you mix it,” Pupa illustrated by running her front hooves over her hair.

“That does seem wasteful,” Katydid concurred, “but then we don’t have manes.”

“Me and my mom don’t use anything on our manes, ponies are just weird,” declared the nymph, closing the magazine and causing the caretakers to giggle in response to her observation.

“Now I want an egg to eat,” chuckled Lacewing, “I wonder if we have any.”

“Oh! I want one too!” exclaimed Pupa, rising swiftly to her hooves; but when she felt a tearing sensation at the back of her neck leading down to her withers, she froze in place with wide eyes.

“Princess, are you okay? Lacewing said with concern at the sight of the nymph’s shocked expression.

“Something happened,” Pupa whispered, staying still as a statue save for her pin prick sized pupils that darted between the two caretakers, “along the back of my neck.”

“I think I know what it might be,” said Katydid with a singsong inflection.

Hovering over the motionless nymph, Katydid checked the indicated spot and then turned back to her sibling to give her a knowing nod.

“Ah,” Lacewing smiled, understanding her sister despite the simple non-verbal clarification. “How much longer do you think?”

“How much longer till what?” Pupa questioned, daring to turn her head slightly in Katydid’s direction but stopping when she felt the strange sensation again.

“You’re breaking through your old carapace now,” said Katydid.

“So your molt will be over soon,” added Lacewing.

“Do I need to do anything?” the nymph squeaked.

“Start by rolling your withers,” Katydid suggested while demonstrating the motion.

“That will loosen up the old carapace,” Lacewing continued, mimicking her sister’s movements.

Needing a little more space to move around, Pupa made an attempt to crawl down from the alcove she was in and onto the nursery floor. However, over the past few hours, the stiffness in her legs had increased and it ended up being a bit of a struggle for the nymph to stand up straight.

“Would you like some help getting down princess?” Katydid offered, a touch of good hearted humor in her voice from watching as the little changeling wobbled to her hooves.

“No, I can do it,” insisted Pupa, waddling to turn herself around so she could slide, rear end first, to the ground.

A few moments of tentative maneuvering later, the nymph stood triumphantly in front of Katydid and Lacewing.

“So I just do this?” inquired Pupa, wiggling herself from side to side.

“No, withers first,” corrected Lacewing, showing the nymph again by sliding her right shoulder forward, her left shoulder back and then rotating them in a circle.

“Move your neck a little too,” Katydid advised, turning her head and stretching her neck from side to side in a serpentine manner.





At this time the youngest member of the hive’s guard, Phasmid, just so happened to be passing the nursery’s entryway while out on patrol of the corridors. When the sound of groaning emanated from the room a chill ran down his spine and he stopped dead in his tracks. With his ears perked up in alert he took a few steps backwards, turned to face the door and cautiously approached the cavern. With a shaking hoof and a nervously clenched jaw, the young guard reached for the curtain.

“Now you got it,” he heard Katydid say enthusiastically from the other side of the fabric.

“You’re doing great for your first time,” Lacewing’s voice agreed, “keep moving just like that.”

“Try arching your back a little too,” said Katydid, “that should help.”

The casual tone in the nursery caretaker's voices caused Phasmids' concern to melt away into curiosity. As silently as possible, he pulled the fabric aside and peeked into the room.

Facing away from him, near the center of the chamber, were the two sisters. Both posed with their front legs stretched out before them with rumps raised slightly in the air. Together they wriggled their withers as if trying to alleviate an itch they couldn’t reach. Unsure about what he just intruded upon, Phasmid could only stare on dumbly while gradually leaning forward.

Then he noticed, princess Pupa was standing opposite the sisters and mimicking their posture. That’s when he lost his balance, pulled the curtain down over himself and stumbled into the room.





“Well what do we have here?” Lacewing wondered aloud while straightening to her full height.

“It seems we have a guest,” said Katydid, prowling up to the covered figure.

A soft green light surrounded Katydid’s horn as she focused on the curtain and her channeled spell yanked up the cloth. When they realized the identity of the intruder, both caretakers converged on him with vulpine grins.

“Hello Phasmid,” Lacewing purred, looming over the prone guard.

“It looks like you had a little trouble coming in,” tittered Katydid.

“Yes, you don’t need to pull down the curtain, just push it aside,” said Lacewing.

“Or,” trailed off Katydid as she looked over to where she and her sister had been standing a moment ago, “perhaps something distracted you?”

“Oh, you naughty colt,” Lacewing gasped, pretending to act appalled when she caught on to her sisters insinuation. “Were you peeping on us?”

“N-no!” stammered the guard as he scrambled to get to his hooves. “I was just checking on a noise I heard.”

“What kind of noise?” Katydid leaned in, almost nose to nose with the flustered changeling.

“A groaning,” Phasmid answered, backing away a step and bumping into Lacewing. “I wanted to make sure noling was in any trouble.”

“Ah, that was the princess,” said Lacewing, placing both her front hooves on the guard's lower back, just below his wings, and gently guiding him away from the exit.

“Yes, I know that now,” acknowledge Phasmid, digging his hooves into the floor and trying his best to resist being escorted deeper into the nursery. “But just what were you two teaching her?”

“She’s going through her first molt,” Katydid said.

“And we were instructing her on what to do,” divulged Lacewing, looking to the location where the nymph had last been but was now absent from.

During the commotion Pupa had hidden behind a moss engulfed rock formation and now looked out at the intruding male, scowling.

Confused by her angry expression, Phasmid stopped trying to combat Lacewing’s nudging and as a result, tumbled forward onto his belly. Both sisters swiftly took advantage of his vulnerable state and sat on his back, keeping him in place.

“Look, you made her mad,” Katydid said to the guard. “She didn’t want anyling else to see her while she molts.”

“What?” Phasmid blinked.

“It’s okay Princess,” Lacewing said to the nymph, “we caught the bad ling. You can come out.”

Still scowling, Pupa grumpily waddled out from behind her cover revealing that the carapace from the back of her mane down to between her wings had split apart and now hung open across her withers.

“Oh,” the guard said plainly, “so that’s all you were doing.”

“Of course,” Katydid said with her muzzle, and her sharp fangs, dangerously close to his ear. “What exactly did you think we were doing?”

Blushing slightly, Phasmid glanced off and kept his mouth shut.





A deal had been brokered between the sisters, Pupa and Phasmid; and in exchange for his release, he agreed to fetch them all something to eat. At first he did protest, insisting he needed to continue his patrol, but he acquiesced when Katydid pointed out that the request did, in part, come from Princess Pupa.

“So why haven’t you just helped her to molt?” asked Phasmid while picking out a small beetle from the bowl next to him and tossing it into his mouth. “My sister always helped me with mine once it reached this stage.”

“Because it’s good for her to know how to do it on her own,” responded Lacewing, taking a bite from her slice of fruit. “You can’t always rely on there being someling around to help.”

“She’s a queen,” the guard pointed out, “there’ll always be another changeling around to assist her.”

“Most likely,” Lacewing nodded, “but it’s still something she should learn.”

“I’m right here, I can hear you,” Pupa called out to them, “and I can do it myself.”

Resuming her task, the nymph craned her neck and swerved her head from side to side. The maneuvering continued to gradually separate more of her old carapace from all around her neck and along her scalp.

“Ugh, it’s caught on my mane,” Pupa said.

“Try pulling the portion you’ve already shed,” coached Katydid, tapping the back or her neck, “just take it slow.”

Nodding, the nymph lowered to her belly and reached back with her front legs, fumbling around until she managed to hook her hooves behind the split area of her carapace. By using a combination of tugging back with her neck and pushing forward with her hooves, she peeled the loosened cuticle off like a mask.

“It feels so weird,” Pupa shivered, looking down at the detached, semitransparent, section at her hooves.

“That’s the hardest parts out of the way,” said Katydid while lifting up Pupa’s chin with a hoof to get a better view of the freshly revealed carapace around the nymph’s face. “The rest should slip off like a banana peel.”

Pupa furrowed her brow, mentally picturing the remainder of her molt literally peeling off her barrel like the skin on a banana.
> Chapter 56
> --------------------------------------------------------------------------

It was one of the more calm days within the throne room of the Foal Mountain Hive. At the center of a vaguely egg shaped chamber with walls of bluish grey sedimentary stone, Queen Chrysalis sat, perched atop a jagged backed throne crafted of a smooth dark green resin. Before her stood the leader of the hives workers, Termite, who was currently reporting on the progress they’ve made excavating the lower most passageways of the thestral tombs.

“The trouble hasn’t been removing all of the debris, my queen, it’s the poor ventilation,” Termite explained. “And even with a chain of workers using their wings to circulate fresh air from the closest exit tunnel, it’s been tough.”

“Would bringing down vegetation help?” Chrysalis asked. “Some moss and lichen.”

“It would,” said the worker, “but I’ve already checked with the greenkeeper and he won’t have an adequate amount of mature plants for weeks. That's why I wanted to propose an alternate solution, with your permission.”

“Of course,” the queen motioned to the changeling with a hoof signaling her to continue.

“I believe we are very close to the thestral complex’s original entrance,” said Termite, “and I’d like to try and find it.”

“So you can work your way in, instead of out,” Chrysalis surmised.

“Yes your highness,” answered Termite with a bobbing nod of her head, “and my calculations place the entrance location to be along our mountain’s northeastern slope.”

“That would make sense,” the queen said, placing her front hooves together before her muzzle. “Hollow Shades is in that direction.”

“Well, yes,” admitted the worker, “but the entrance shouldn’t be low enough to fall within their forest.”

“How long do you expect the search to take?” the queen asked after a pause.

“I’d hope no more than a few days,” said Termite, then adding, “with the assistance of a few scouts.”

“We’ve already riled up the bat ponies with our occasional raiding of their fruit groves, but it would be a great boon to have the entire complex habitable,” Chrysalis said to herself before addressing Odonate who stood silently to the right of her throne. “Have the thestrals eased up on their latest patrols?”

Clearing his throat, the scarred changeling turned to face the queen.

“Yes your highness,” Odonate said in his gravelly tone, “both their day and night patrols have grown noticeably relaxed over the past few weeks with the worst of the two being the day patrol.”

“What’s the distance betwixt the nearest grove and northeastern side of the mountain?” inquired Chrysalis; “and how far out do the thestrals usually venture?”

“There’s a sizable distance of thickly wooded area in-between them,” said Odonate, “and the scouts have only witnessed a hoof-full of occasions over the seasons where the thestrals, patrolling or otherwise, have left the borders of their forest.”

The room became silent as Chrysalis digested the information. That made the buzzing sound from an approaching changeling’s wings all the more noticeable and so all eyes had turned to the cavern’s main entrance when Phasmid came into view. The young guard halted in midair at suddenly being the center of attention and quickly landed off to the side.

“Are there any scouts you’d recommend for accompanying Termite on her venture?” the queen asked Odonate.

“Aphid and Tsetse,” the guard said without pause; “and I’d suggest a guard as backup, Vespid or Entypus.

“Very well,” said Chrysalis, turning to address the worker, “Termite, you may take a small team to search for the entrance, but only that. No digging is to be performed until I deem so. I want to make sure the work can be done without attracting attention. Once that’s done we’ll re-evaluate the situation.”

“Yes my queen,” Termite said with a respectful bow before trotting away from the throne.

“Is that all for today, did everyling who needed to share information with me have their opportunity?” the matron questioned Mosquito who had been patiently standing to the left of her throne.

“I believe so my queen,” the attendant said after checking a piece of parchment that she levitated in front of her.

“Ah, good,” said Chrysalis, standing to her full height and stretching her legs.

“Excuse me your highness,” Phasmid called out, trotting up to the throne and bowing, “but I have some news.”

“Is there something wrong?” asked the queen as she hovered down to the floor.

“Nothing’s wrong, the princess just requests your company,” the younger guard informed her, “She has almost finished her molt.”





While Katydid had said that the hardest part of her molt, the freeing of her head and neck, was out of the way, Pupa began to second guess what the caretaker considered hard. A burning sensation coursed through her muscles, leaving her feeling as if she just ran a marathon. Semitransparent segments of old cuticle hung in tatters off the side of her barrel like the ragged bandages of an ancient mummy; and the mixture of sweat and ecdysone that covered the freshly exposed sections of her carapace caused her fine peach fuzz like fur to cling against her body. The entire process left her feeling sticky and gross.

In an effort to settle herself, the nymph deeply inhaled a lung full of air and held it for several seconds before releasing it. This unintentionally triggered the remaining fragments of dead carapace covering her belly to slough off and she winced at the faint wet peeling sound it created. Lowering her head to inspect that area of her anatomy, Pupa observed as the newly cast off bit of cuticle swayed, like a morbid hammock, still attached to the upper portions of her legs. At least she could happily note that only her front and hind limbs, along with some fragments around her scalp and dock, remained to be molted.

Switching her attention to her front legs, Pupa lifted the left one upward and watched as the old layer of carapace peeled down over itself like she was removing a wet stocking. When it reached one of the holes that populated her limbs, it became stuck and she had to tug her leg a few times to rip the obstructing section so she could continue. After pulling her hoof free and leaving the shed carapace to drop to the floor, Pupa stretched the tingling appendage, working the stiffness out from the joints. Then by placing her left hoof firmly down on the molted scrap for better leverage, the nymph repeated the procedure on her remaining legs.

With her molt finally complete, a relieving shiver ran down Pupa’s spine causing the little changeling to close her eyes and let loose a long satisfied sigh. Flashing an accomplished smile across her muzzle, she tossed her lengthy mane from her face, rapidly buzzed her wings and then began to prance around in a celebratory circle.





Chrysalis remained at the nursery entrance and simply watched Pupa with contentment, smirking in amusement at her daughter’s revelry. Though when the nymph opened her eyes and spotted that not only her mother was now present but also Mosquito and Odonate, the queen couldn’t help but chuckle at her surprised and slightly embarrassed expression.

“See, that wasn’t too bad now was it?” Chrysalis said as she walked up to her daughter.

“I’m kind of tired…” the nymph began to say but then her voice trailed off.

Tilting her head slightly, Pupa appeared to be studying the queen curiously from head to hoof.

“Something the matter?” asked Chrysalis, quirking her own head back at the nymph.

“Am, am I taller?” asked the little changeling as she stared up at her mother in wonder.

“Of course,” the queen answered the now knee high nymph. “I did tell you that you were outgrowing your old carapace.”

“I know,” said Pupa enthusiastically while using a hoof to measure her height in comparison to the queen. “I just didn’t think it would be so much!”

Smiling, Chrysalis placed a hoof atop her daughter’s head and tousled her mane. This inadvertently dislodged specks of left over dead carapace still in the nymph’s scalp.

“Looks like you missed a little,” mused the queen. “Now, after you’ve eaten your molt we’ll get you into a bath to take care of the rest.”

“What?” blinked the nymph, a confused look on her face.

“A bath, to remove the leftover bits of dead carapace,” Chrysalis said.

“No, what you said before that,” clarified Pupa, “about eating my molt?”

“Well yes,” the queen said, “you’ve used up a lot of energy and eating your old carapace will help replace it.”

“Do I have to?” asked the nymph after glancing down thoughtfully at her shed cuticle for a moment.

“It would be wasteful not to,” Chrysalis said, shifting her weight and frowning slightly in disapproval.
> Chapter 57
> --------------------------------------------------------------------------

Things had not been going the way Twilight had hoped for during Maxilla’s checkup.

One, it had taken almost an entire hour to convince the changeling that the magical radiographer she invented had been thoroughly tested and was perfectly safe. Two, she had to resort to making sketches of her volunteer’s organs because, as it turned out, her device was incompatible with instant cameras and any pictures taken would develop as a smear of colors. Three, the compact size of the radiographer made it even more time consuming to compose proper diagrams of the changeling’s internal workings since she had to work in little sections; and four, Maxilla had a tendency to fidget; a lot.

“Um, Twilight?” the lime colored changeling squeaked timidly and shifted her weight which, once again, caused the area the alicorn was studying to move, “are you almost done?”

Taking in a calming breath, Twilight reminded herself that Maxilla was being kind enough to volunteer despite how uncomfortable the examinations made her.

“I’m a little over halfway complete to mapping your digestive tract,” Twilight explained, giving the changeling a supportive smile. “It should only take a little longer and then we can move on to charting your nervous system.”

Watching as Maxilla bit her bottom lip and tensely stare ahead, Twilight decided some words of encouragement might help to reassure the changeling.

“I can’t express how grateful I am that you’re willing to do this,” the alicorn said honestly. “You’re not only helping your fellow changelings but you’re advancing the understanding of changeling biology in a major way.”

A single curt nod was her only response.

“But, maybe we should take a little break,” continued Twilight after seeing her reaction, “would that help?”

“Please, oh yes!” the changeling breathed out with obvious relief before swiftly dashing over to the closed door and wasting little time in making her exit.

“Wait, wait!” Twilight called out, following quickly behind her. “I need you to return in about an hour! You are going to come back so we can finish right?”

“Okay!” Maxilla said as she jumped out an open window, spread her red elytra open and flew off into the noon sky on her clear pink wings.

“I hope she comes back,” the slightly frowning purple alicorn said with a sigh.

“Don’t worry,” a voice said from above, “she’ll will.”

Releasing a startled cry and tripping over her own hind legs, Twilight stumbled backwards and landed gracelessly on her rump. Gritting her teeth the alicorn shrugged off the minor pain caused from her cheeks hitting the unyielding crystal floor and gazed into the solid ruby red eyes of the mint green changeling standing on the ceiling.

“Oh! I’m sorry Princess Twilight!” the changeling, Cricket, apologized. “I didn’t mean to frighten you.”

Using her transparent violet wings to turn herself right-side up as she dropped to the floor, the concerned changeling quickly trotted up to the alicorn and reached out a helping hoof. Twilight accepted the assistance to stand up with a friendly smile.

“Its fine,” said Twilight, “no real harm done. I just didn’t expect you to be back from Carousel Boutique so soon; and what were you doing on the ceiling?”

“Just waiting for you and Maxilla to finish,” said Cricket, looking back at the window her fellow changeling escaped through; “and hanging upside down has always been relaxing for me.”

“Okay then, but what happen with Rarity?” questioned the alicorn. “I thought you were really excited about trying on a dress for the first time.”

“I was,” said the changeling, her ears turning inward to press against the sides of her head as she looked back at Twilight, “but there was a note on Rarity’s door saying she would be away for the week.”

“Oh my gosh!” Twilight exclaimed while putting a hoof up to her forehead. “I thought her business trip to Fillydelphia was next week! I’m so sorry, I didn’t mean to send you over there for nothing. You must be so disappointed…”

“A bit,” said Cricket with a good-humored smile, “but I’ve gone this long without trying on clothing, I can wait a little while longer.”

“That’s a positive way to look at it,” the alicon grinned.

“Thorax has been encouraging everyling to see things more optimistically,” explained the changeling, “and it has seemed to help to keep the mood back home upbeat; but it could also be all the excitement about the letter we got.”

“A letter?” blinked Twilight.

“Yeah, somepony wants to hire changelings,” Cricket said.

“Really? Do you know what for?” asked Twilight with a hint of concern.

“I’m not completely sure, because everything I’ve heard was second hoof from my hive mates,” said the changeling, “but Thorax is going to talk to Trixie about it today.”

“Trixie?!” squawked the wide eyed alicorn, causing Cricket to hop back in surprise with her elytra open.

“Sorry!” Twilight said in a much more subdued tone, “I didn’t mean to shout at you… but why Trixie?”

“Because she knows a lot about show business?” answered the changeling.

“You said Thorax is here too?” asked the alicorn.

Cricket nodded.





Trixie’s wagon was parked just a stone’s throw away from the Castle of Friendship and, if the square shaped patch of dead grass underneath it was an indicator, the mobile dwelling had remained in the same spot since the unicorn had returned from her last magic show tour. That was a month ago and knowing that caused Twilight’s frown to deepen.

“Now, as the hive’s talent agent Trixie will make sure none of the changelings are taken advantage of and each one is paid fairly,” the showmare’s confident voice could be heard coming from the opposite side of the wagon, “and for that Trixie will receive ten percent of the bits earned.”

“I guess that sounds fair,” responded the voice of the less than worldly changeling king, Thorax.

Peering around the side of the magician’s wagon, Twilight spotted the pair facing away from her  looking at a long unrolled scroll that levitated before them in a field of blue magic.

“Oh this is so exciting,” said Thorax, his orange antlers bobbing up and down as he trotted in place on his long green-yellow legs, “I know a lot of changelings will want to do this.”

“Do what?” asked Twilight, causing both unicorn and changeling to jump at the sudden interruption.

First to turn around and face the alicorn was Thorax; and as soon as his large purple eyes fell upon her the shocked expression on his face quickly melted into one of happiness. Trixie, who had hidden herself behind the changeling king, peeked cautiously around the side of his flank.

“Hi Twilight!” the changeling king said, genuinely enthusiastic.

“Hello Thorax,” the alicorn responded, returning a courteous smile of her own. “I’ve heard there’s been some excitement at your hive.”

“Yes!” Thorax confirmed, using his magic to bring the scroll around to float next to him for Twilight to see. “We’ve received mail for the very first time!”

“But I’ve sent you letters before,” deadpanned the alicorn.

“I know, but your letters are sent by magic. This one was delivered to us by a mail pony!” said Thorax before feeling the need to clarify even further. “Er, I mean a pony whose job it is to deliver mail, not made of mail; or not the male as in a stallion. Well, actually he was a stallion…”

“Thorax,” Twilight said, trying to get his drifting attention.

“To be clear, it was a stallion, pegasus, whose job it is to deliver mail,” said the changeling king.

“Got it,” the alicorn deadpanned, “So… what was it about?”

“Oh! A pony from Applywood wants to hire some changelings for a show!” Thorax said giddily.

“That’s wonderful!” Twilight beamed.

“I know! And Pharynx wanted to just toss the letter, since we don’t really know much about show business,” continued Thorax before shifting to the side to fully reveal Trixie, “but then I reminded him we know somepony who does.”

“Er, yes. That’s right!” the blue unicorn said, quickly regaining her composure and stepping forward to stand alongside Thorax. “I mean, who better to discuss the dos and don’ts of show business with than the great and powerful Trixie!”

“She’s even offered to be a talent agent for anyling who’s interested in giving it a shot,” grinned the changeling king, “and only for 10 bits per changeling.”

“Ten percent of bits earned per changeling,” corrected the unicorn.

“Well that is the standard amount,” Twilight noted. “Does the letter say what kind of work they want you to do for their show?”

“Dancing calligraphy,” Thorax said, causing Twilight to tilt her head in confusion for a moment.

“Stylized dancing while writing?” the alicorn asked, her eyes lighting up as if she just discovered the most amazing thing to grace ponykind. “That sounds incredible! Why hasn’t anypony told me about this before? Is this something new?”

“Dancing choreography,” Trixie sighed, again correcting the changeling king.

“Oh,” Twilight pouted, disenchanted that calligraphy dance wasn’t a thing; but mentally filing the idea of it away for a possible school performance in the future. “Well, anyway, are you sure you can handle something like this by yourself Trixie?”

“Of course I can,” huffed the showmare, flipping her mane back in annoyance before poking the alicorn with her hoof. “I’ve been handling my own promotions, bookings, business deals and contracts for years.”

“I’m not doubting you Trixie,” responded Twilight, gently placing her own hoof on the unicorn’s and guiding it back down. “I’ve heard how well you plan out and budget your show tours from Starlight.”

Trixie stared blankly at the alicorn, seemingly off balance from the complement.

“But this will be a new chapter in relations between ponies and changelings,” said Twilight, “and I’d hate to see anything bad happen. So if any problems or questions or pretty much anything comes up that you, or the changelings need help with, please don’t hesitate to contact me. Okay?”

“Yeah… I will Twilight,” murmured Trixie, rolling her eyes when Twilight turned her attention back to Thorax.

“I need to get back to the castle,” the alicorn said, “Maxilla should be returning to finish her checkup any minute now. Will you’ll stop in to see me before you leave?”

“Sure thing,” said Thorax, “I’ll be there in a little bit.”
> Chapter 58
> --------------------------------------------------------------------------

Many of the changelings would describe the communal bathing area as one of the most relaxing chambers within the hive and Pupa could be counted among that group.

Housed within a wide cavern and completely layered in resin, the room was beyond recognizable from its original state of eroded stone. Alcoves of diverse proportions peppered the smooth walls, each containing a plush bedding of absorbent moss that could be used for drying off after a peaceful soak.

Gardens of carefully cultivated bio-luminescent fungus pocketed the room’s circumference. Amethyst mushrooms with lengthy stalks towered over patches of vein like turquoise lichen and carpets of sea foam moss. Each worked in concert to cast the chamber in a breathtaking mixture of greens, blues and violets.

A pool sized basin had been carved into the stone floor along one section of the chamber and filled with magically warmed water. Ledges for sitting upon ringed the tubs perimeter and each varied in their depth beneath the water’s surface to accommodate changelings of any size. As if to demonstrate this feature a group of changelings, resting after a long day of tunneling, foraging and scouting, already occupied the bath with differing portions of their bodies above the waterline.

Each one gave a respectful bow when they noticed Chrysalis and her daughter had entered the chamber.

Opposite the larger bath, where the queen directed her daughter to go, single-changeling sized basins had been constructed. Easy to fill and crafted with a drain, the smaller tubs were made for cleaning oneself of grime before slipping into the pool.

With her horn glowing a soft green, Chrysalis levitated a nearby bucket and dunked it into an adjacent mini cistern of water provided by the snow-covered mountain peaks above. Thanks to Termite and her workers ingenuity, a portion of the melted runoff was redirected throughout the hive, supplying the changelings with clean fresh water. It was also freezing and needed to be warmed once the tub was filled; something her mother did easily with a simple spell.

“In you go,” Chrysalis said, nudging her daughter into one of the bowl shaped depressions.

As instructed, Pupa stepped into the near steaming water, settled down onto her belly in the center of the tub and closed her eyes. Normally the changeling queens were attended to during their baths by Mosquito or another, but from time to time and perhaps as a form of bonding, her mother would wash the nymph herself.

While softly humming, Chrysalis scooped up some of the warm water and began to rinse the nymph’s sticky mane. Then, through a mixture of magic and gentle hoofwork, she massaged the young changelings scalp, gradually flaking away the leftover bits and pieces of dead carapace. Throughout the endeavor Pupa’s eyes remained closed as she peacefully listened to her mother’s melody.

“Her first molt,” a voice whispered from the pool, causing the nymphs ears to twitch and swivel in that direction.

“It has almost been a year,” said another, “soon our own nymphs will emerge from their cocoons.”

Pupa beamed when she thought about that. While she had found ways to have fun while helping to care for the larva, and her mother did take time out to play with her when she could, the nymph yearned to have other changelings closer to her own age to interact with.

“There, all done” Chrysalis declared.

Blinking her eyes open, Pupa looked up at her proudly smiling mother and then turned her head around to check her body. Sure enough she couldn’t spot a single leftover bit of her old carapace.

“Now stand and I’ll rinse you one more time,” Chrysalis said while using her magic to simultaneously pull a stopper in the tub’s bottom, refill the bucket with water from the cistern and warm it up.

The nymph climbed to her hooves as the water around her drained, freed to flow down through the mountain were it would eventually marry into a passing stream. Again the bucket gradually overturned above her, starting at her head and ending at her tail, washing away any leftover dander that attempted to cling to her.

“Go on then,” her mother said, giving her cheek a quick nuzzle, “join the others, I’ll be over shortly.”

Unable to restrain a grin, Pupa was off like a shot.

“Pupa! Don’t,” Chrysalis began to call out but as the nymph leapt into the air, she realized it was already too late.

With her legs tucked against her barrel and her breath held, Pupa cannonballed into the center of the pool, splashing all of the ‘formerly’ relaxing changelings. When she felt her hooves touch down on the basin’s bottom she sprung herself upward to breach the water’s surface where she paddled around in a circle. A couple of the dripping changelings had disapproving frowns on their faces but most seemed unperturbed by her antics and simply returned to their quiet conversations with one another.

“I wish you wouldn’t do that Pupa,” her mother said whilst stepping into the pool and onto the ledge specifically molded for her tall stature, “the bath is not meant for foalish behavior.”

A small smile was the nymph’s only response and perhaps that’s why Chrysalis used her magic to pull her daughter over to her; and since Pupa knew she had no chance to slip free from her mother’s power, she played dead. Her head lulled off to the side and she dangled her forked tongue from the side of her muzzle while her legs went limp, left to drag over the water’s surface.

“Ah, I see. I guess you don’t want to go out tomorrow,” her mother said nonchalantly, placing the mischievous acting nymph on a ledge beside her.

“No! I do!” squeaked Pupa, straightening up her posture. “I want to see the zoo.”

“You remember the trip isn’t just about the zoo don’t you?” Chrysalis pressed the nymph. “It’s a lesson in blending in among your prey and how to harvest love for yourself.”

“I know,” the young changeling said, buzzing her wings nervously.

“Do you remember the rules I laid out?” Chrysalis questioned, tilting her head to the side as she studied her daughter.

“I'm to remain disguised all times,” Pupa began, “unless you tell me otherwise.”

“What else?” her mother quizzed.

“No getting distracted and running off,” answered the nymph, “I must stay by your side.”

“What will you do if we get separated?” Chrysalis asked.

“I have to stay calm, find someplace safe to go, release my pheromones and wait for you or one of the others.” Said Pupa.

“And what if you’re somehow discovered to be a changeling?” Chrysalis continued.

“I have to do whatever it takes to escape, change my disguise multiple times and look for a place to hide,” Pupa replied, “then I release my pheromones and wait until you or one of the others can come and get me.”

Chrysalis couldn’t hold the stern look any longer. The frown on her lips melted away into a teasing smirk and she let out a little chuckle.

“Very well,” her mother remarked. “The trip into Filladelphia is still on.”

“Yes!” Pupa hissed gleefully to herself.
> Chapter 59
> --------------------------------------------------------------------------

Between the combination of going through her molt and the relaxing warmth of a nice long soak in the bath, Pupa was feeling extra tired by the time she and her mother returned to the royal living chambers.

As soon as Chrysalis passed over the threshold she strode directly over to her second favorite piece of furniture in the hive, a plush chaise lounge upholstered in a shimmering emerald fabric. After lowering herself down upon it she motioned for her daughter to join her by tapping on a free section of cushion in front of herself with a hoof. Obediently Pupa trotted over and clambered up onto the indicated spot.

“Lets brush your mane before you go to bed,” said Chrysalis, the tall crooked horn on her head already glowing as she channeled a spell through it.

Carried aloft by a glowing field of green magic, a silver brush with soft white bristles levitated across the room, and began running through Pupa’s lengthy dark cerulean hair one section at a time. Once her mother felt satisfied that the job was properly completed, she tied up the nymph’s mane into a ponytail with a small length of black ribbon.

“Why did you do that?” Pupa asked, never having her hair any other way than down.

“Even before your molt your mane had been getting so long that I was worried you’d start treading on it,” explained Chrysalis, “so I asked Mosquito to fetch me something to tie it up with. And even though you’re a little taller now, it’s still very long; and since I already had the ribbon, I wanted to see how it would look anyway. You don’t like it?”

“I like it,” said the nymph, reaching back with hoof to touch the ribbon, “but I like having it like yours too.”

“Well, if you want to keep it down we’ll have to shorten it a bit,” said her mother, “so for now let’s keep it tied back.”

“Okay,” nodded Pupa.

A smile grew over Chrysalis’s lips and she leaned her head down to nuzzle her daughter’s cheek.

“We have a big day tomorrow and we’ll need to leave early, so how about you retire for tonight,” her mother suggested, but it was intoned as more of an instruction.

Almost like an involuntary reaction to being told to go to sleep early, the nymph pouted by sticking out her lower lip.

“None of that,” said Chrysalis, using her snout to nudge the nymph.

“Alright,” Pupa sighed as she hopped off the cushion and glided halfway to her personal chamber.





The first thing Pupa spotted when she entered her room was the hoof sized black spider standing on the edge of her bed and facing her. Though the nymph’s eyes widened when she saw it, it was out of concern and not fear.

“Oh!” Pupa gasped out, closing her door behind her. “Lady Lolth, I completely forgot to feed you today!”

In response the arachnid twiddled her pedipalps and tapped her pointy front legs against the stone it stood on, making a minuscule ‘tak tak tak’ sound.

“Calm down, I didn’t do it on purpose,” said the nymph defensively, “I was distracted because I was molting and it freaked me out.”

Eight unblinking eyes stared back at Pupa.

“What do you think?” asked the nymph, turning herself around in a full circle for Lady Lolth. “How do I look now with my new carapace?”

The arachnid insistently tapped its legs again.

“Ugh! Fine, fine!” Pupa sighed, trotting past her bed and the spider. “Come on then.”

Pupa made her way to the back of the room where two small pillars of resin stood. Only slightly taller than herself, both had been crafted by the nymph for the head size web of white silk that hung in-between them. The spider followed quickly behind, skittering down the side of the bed, traveling across the floor and up one of the pillars. 

“Cricket or Mealworm?” Pupa asked the arachnid.

The spider answered by rubbing her front legs together.

“Cricket it is,” said the nymph, turning to a wooden table and the pair of small glass terrariums that it held.

Sitting back on her haunches, Pupa used her front hooves to lift the lid off of one of the containers. Using her magic, she snatched up a tan cricket and swiftly returned the covering before any of the other insects could hop out.

“Where would you like it?” the nymph asked.

Positioned just off-center on the web, Lady Lolth taped at a few strands below her and the insect’s fate was instantly sealed when Pupa pressed the cricket against the designated spot. Overpowering the little creature easily, the larger predator embraced it in her slender black legs and proceed to entomb it in a blanket of sticky silk.

Though she had seen it happen many times now, the nymph watched with interest; but out of curiosity to acquire knowledge and not some voyeuristic pleasure to see the crickets last moments. In a similar manner, but through different means, changelings also wrapped up their prey and sometime in the not too distant future Pupa would be learning this talent herself.

“Pupa,” her mother called out from the other side of the door, causing the nymph to jump as she was startled out of her train of thought, “what are you doing in there?”

“I was just feeding Lady Lolth,” the young changeling said loudly. “I’m getting into bed now.”





The next morning Pupa woke her peacefully slumbering mother by utilizing the same method that most young creatures have done to their parents throughout the ages; by climbing on top of her and being annoying.

“Mooooom,” the nymph whispered, “are you awake?”

A long groan came from her mother as she rolled over, causing Pupa to stumble off of her blanketed form and tumbled back onto the bed. Undeterred, the nymph rose to her hooves and braced her front legs atop the larger changeling so she could pull herself back up again.

“Mom,” Pupa said, buzzing her little wings quickly and making even more of a racket. “Mom?”

“Pupa,” mumbled Chrysalis. “What are you doing?”

“I’m trying to wake you up,” said the nymph, “so we can head to the city.”

“It’s too early,” her mother said.

“You said we have to leave early,” reminded Pupa.

“Not this early…” Chrysalis hissed, cracking an eye open to look up at the beaming nymph.

“Come-on,” whined Pupa as she lifted into the air on her little translucent wings and dragging her mother’s blanket away in her hooves.

“Pupa,” her mother grumbled before releasing a defeated chuckle at the nymph’s antics, “I’ll get up in a few minutes, go get something to eat and I’ll catch up with you shortly...”

Victorious, Pupa released the blanket from her grasp, proceeded to fly in figure eights around the chambers stalactites and then zoomed out into the hallway; but halfway there, when she zipped past Odonate, a field of magic surrounded her and she was stopped immediately.

“My apologies princess Pupa,” said the gravelly voiced guard, turning around to face her and bowing respectfully, “I know you’re excited about today’s excursion but you aren’t thinking about leaving the hive without an escort, are you?”

“I’m not,” the nymph said, fidgeting and using her own magic to try and break free of his hold. “I’m getting something to eat before we leave.”

“The last time you went alone into the pantry you knocked over a container of grasshoppers and we had to spend an entire day collecting them,” Odonate pointed out.

“That was a long time ago and I was just a nymph when I did that,” Pupa defended herself.

“It was twelve days ago,” the guard said, keeping his expression neutral, “and you’re still considered a nymph, despite your molt. Shall I accompany you?”

“No, I’ll be fine,” Pupa huffed, crossing her front legs over her chest.

After a moment of studying Pupa’s sour countenance, Odonate slowly lowered the nymph down to the floor and terminated his spell, releasing her.

“Very well,” the guard bowed again and continued along in the direction he came from. “Please excuse me.”

Once Odonate had rounded the corner, and was thus out of eyesight, Pupa turned her head and tail up, resuming her journey to the pantry with an imperious poise. After a minute however she dropped her conceded façade and impishly pranced the remainder of the way.
> Chapter 60
> --------------------------------------------------------------------------

Seeing a small group of pegasi gliding over the forest surrounding Hollow Shades was a rather unusual sight to Raven Whisper. Well, it wasn’t really unusual that they were flying above the woods, it was that they were doing so in the dark predawn hours since they lacked the advanced low light vision of their therstal cousins.

“Gloomy, you see that?” the slate grey mare asked her bat pony companion beside her as they flew over the forest canopy.  

“The pegasi? Yeah,” the dull silver coated stallion, Midnight Gloom, said as he looked up at the far off figures.

“You don’t think it’s strange?” asked Raven, her charcoal black mane flowing freely behind her.

“Not really,” answered the stallion, “they’re heading east. Probably going to the city for some sightseeing.”

“While the sun isn’t even out yet?” Raven pressed, quirking an eyebrow.

“It’s not long until dawn,” Midnight shrugged. “Or are you suggesting they might be up to something?

“Maybe,” said Raven. “Maybe they are the ones stealing from our orchards?”

“They have a foal with them,” the thestral stallion pointed out, motioning with his snout in the direction of the distant pegasi. “You really think they would bring along a foal for robbing fruit trees?”

“You don’t know what someponies are capable of,” huffed Raven. “They could be a family of professional thieves, out showing their youngest the ropes.”

For a long quiet moment Midnight Gloom stared at her impassively.

“Well, you don’t know…” repeated the mare, her face growing hot with embarrassment at his silent judging.

“I think you’re reading way too many of those fantasy crime novels,” Midnight proclaimed in a grumble, “but if you’re really that worried about what they might be up to, we can fly up and check them out.”





“Let’s have a party, there’s a full moon in the sky, it’s the hour of the swarm and I just want to fly,” happily sang Pupa, currently impersonating an alabaster pegaus filly with a bouncy pearly purple mane and tail.

While skimming past a fluffy cloud the nymph reached out her hoof, rending a trench across the nimbus and causing a minor drizzle to leak out.

“I’m so happy flying while the grim reaper cuts cuts cuts, but she can’t get me,” the nymph continued until she was cut off by a pair of faded tumbleweed colored hooves that wrapped around her.

Confused, Pupa looked up at her pegasi guised mother who now held her protectively against her chest with an annoyed expression barely hidden behind her rich mocha mane. Glancing from side to side, the nymph noted the other two disguised changelings flanking her mother, Odonate and Bristletail, also appeared to be concerned.

“Did I do something wrong?” the nymph asked.

“No, we’re about to have company,” Chrysalis informed her daughter in a whisper, “and I need you to stay silent while we handle it.”

“Okay,” Pupa quietly said, looking down and spotting the approaching bat winged silhouettes.

Slowing their flight to a leisurely glide, the false pegasi allowed the thestrals to easily catch up and fly alongside them.

“Hello!” Odonate, in the form of an ultramarine blue stallion, called out to the bat ponies; his normally gritty voice replaced with one as smooth as polished silver. “A fine morning, isn’t it?”

“Yes, it is,” the thestral stallion agreed, “but Luna’s moon is still up. If I may ask, why are you out at such an early hour?”

“We’re going to Fillydeplhia,” Chrysalis said in a cheery, bubbly, tone. “Taking the little one to the zoo.”

“She hasn’t stopped talking about it for days,” complained Bristletail, disguised as an adolescent mare with melon colored fur and a short cut tart orange mane. “Got us all up extra early too.”

“Oh, hush,” Chrysalis tittered and playfully swatted at the fake pegasi, “You were the same way when you were her age.”

It was amazing for Pupa to see the ease in which Chrysalis, Odonate and Bristletail could slip so smoothly into their assumed rolls. The way they bantered with each other and the bat pony interlopers, it was like they really were completely different creatures. She really wanted to join in and play along.

“Sounds like a fun day,” said the stallion, “My name is Midnight and this is my friend Raven.”

“She’s being rather quiet for an excited foal,” the thestral mare suddenly cut in, her cat like eyes focused squarely on the nymph and her nostrils flaring as she sniffed the early morning air.

The interruption caused all present to go silent and turn to face the slate grey mare; with the disguised changelings adapting looks of confusion while the other bat pony came off as slightly irritated. Pupa opted to follow her mother’s wishes to keep quiet and just stare back at Raven throughout the uncomfortable moment.

“You’ll have to forgive her,” Chrysalis said, acting sheepishly and gently running a hoof over her daughter’s mane. “This is her first time seeing a bat pony. I hope you’re not offended.”

Using her mother’s excuse to act shy, Pupa turned away from the mare and pressed her face into her parent’s chest. It was a good thing her muzzle was now obstructed from view because she couldn’t help but grin at being included in the charade, even if it was only to a lesser extent.

“We’re not,” said Midnight, “and please excuse my friend. We’ve had some trouble around here lately and it’s put a lot of us on edge.”

“I’m sorry to hear that,” said Odonate with an empathetic frown. “Is it dangerous out here?”

“No, nothing like that,” said the stallion, “just some creatures been stealing fruit from our orchards.”

“Well you don’t have to worry about us, we ate already,” chuckled Odonate.

Midnight smiled good-humoredly while Raven continued to scrutinize the faux pegasi.

“Anyway, sorry to have slowed you down,” said the thestral stallion, “we’ll let ya go now so you can get back on your journey.”

“It was nice to meet you,” Chrysalis said with a smile to Midnight before looking to Raven, “both of you.”

“You too, take care,” the stallion called out as he and his cohort banked off, heading back toward the forest below.

Once the pair of bat ponies had gone well beyond earshot, Chrysalis held Pupa aloft and waited for her to begin flying under her own wing power again; then, after watching the nymph for a few moments to be sure she wouldn’t tumble from the sky, the queen released her and turned to Odonate.

“I thought you said the thestral’s patrols had grown lax?” Chrysalis scowled.

“My queen, from everything the scouts have reported and my personal observations, they have,” said Odonate, his voice returning to its natural grittiness. “But I believe this particular occurrence only happen because we are flying unobstructed over their forest.”

“A mistake we won’t make again,” the queen said. “On our return trip we’ll circumvent the forest, I don’t like how the thestral mare was scrutinizing us.”

“I agree,” nodded Odonate, “and I think that would be for the best.”





“Well?” Raven questioned her companion when they had retreated a safe distance from the pegasi.

“Well what?” the stallion asked her right back, staring straight ahead with a bored expression.

“Didn’t they seem strange to you?” the mare pressed, her front legs outstretched in exasperation.

“No, not particularly,” Midnight answered, “other than perhaps being a little too cheerful this early in the morning.”

“What about the foal?” Raven went on. “About the way she watched us?”

“She had never seen a bat pony before,” the stallion shrugged. “It’s not like we’re the most sociable group among pony kind and can be found around every corner.”

“I don’t mean like that,” hissed Raven, “I mean, it’s like, I don’t know! I felt like she was studying me.”

“You can’t really blame her for being curious,” Midnight said with a bit of a teasing grin. “Besides, the way you were inspecting her, she was probably thinking you were the one acting strange.”

“Gloomy, please don’t brush this off,” sighed the mare, “I really did feel like something was off about them.”

Midnights tufted ears twitched at the sincerity in her tone and he dropped the smirk.

“Did they really put you off that badly?” he asked, watching her out of the corners of his eyes.

The thestral mare gave a single nod.

“Alright,” Midnight exhaled, “when we get back to Hollow Shades we’ll talk to the others about the pegasi.”
> Chapter 61
> --------------------------------------------------------------------------

It was midmorning by the time the express from Canterlot reached center city Fillydelphia. From her window seat Sassy Saddles watched as the train crawled to a stop under a glass and steel canopy, alongside a platform of grey tiled stone.

“We are now arriving at Currycomb station!” the conductor called out as he traveled down the aisle, “Please be sure to collect all of your belongings before disembarking!”

Rising from her plush first class seat the pale cerulean coated unicorn used a touch of magic to smooth out her favorite dress, a dark purple number with golden saddle and complementing accents. From under her chair she retrieved her saddlebags, personalized to match her outfit, and levitated them gracefully onto her back.

Using the time she had to wait for the aisle to clear of her fellow passengers, the tall unicorn took out a small compact to inspect her brilliant vermilion and light amber mane for any out of place hairs. Next she checked her purple eyeshadow to see if any touch ups were required. Finding her overall appearance satisfactory, the mare smiled to herself, clamped shut the compact with an audible click, returned it to her bag and then headed to the car’s exit.

Stepping out onto the platform, Sassy carefully weaved her way through the herd of ponies waiting to board the train. Once clear of the crowd the unicorn spotted a large map of the building, conveniently framed on the wall, with directions to all the different services located within the station. When her orange eyes focused on the marking for a café, she couldn’t help but lick at her lips while thinking about a tasty hot latte; and after reviewing an adjacent clock, she decided there was more than enough time to get one before the meeting with her employer.





“It’s such a nice day out and it's still early,” Sassy said to herself, “I think I’ll just skip taking a cab and walk.”

While taking a long sip of her latte, the mare levitated a map out of her bag and unfolded it like an accordion.  

“Let’s see, Distaff Lane…” Sassy repeated over and over again as she peered over her map of the city. “Distaff lane… is here, in west Fillydelphia; and I’m on Hackamore Street, so I need to go… this way.”

The map was refolded with a snap and stowed away; and the tall unicorn trotted off down the sidewalk with the elegant grace of a Canterlot native.

As Sassy traveled along her ears twitched at the distant sound of rumbling wheels and galloping hooves. She spotted the cause once she reached the next street corner and the road where stallions raced along, transporting cart loads of various cargo. One of them noticed her, a colt just reaching his adult years it seemed, and he appeared to be so enraptured that he started to absently drift magnetically in her direction. His cart veered dangerously close to another stallion running not far behind him and there was a loud shout of ‘hey, watch it buddy!’ The poor colt was snapped back to reality and since no one got hurt, Sassy didn’t feel bad about the smirk she could barely restrain.

In a way, that was a nice compliment to her appearance. Continuing along with head high and a little more bounce in her step, the remainder of the mare’s walk was uneventful; save for a group of foals that almost collided with her while chasing after a large ball.

But then she spotted the distressed looking filly.

Near the entrance of an alley, the young alabaster pegasus paced around fretfully. Her pearly purple tail flickered erratically behind her and each time she peered into the break between the buildings she would nervously fidget her wings. When the filly noticed her approaching, the young pegasus quickly trotted over and Sassy slowed to a stop to greet her.

“Can you help me?” the filly asked, her violet eyes pleading for assistance, “my puppy chased a rat into the alley and it’s really dark in there.”

While Equestria in general was a very safe and hospitable place, alarm bells went off in Sassy’s mind when she looked into the shadow cast alley. As a native to Canterlot, Fillydelphia was a foreign city to her and the possibility of being robbed or something worse made her cringe internally.

“Miss?” the young pegasus pressed, drawing the unicorn’s attention back to the filly and her shimmering emerald eyes. “Please help me get my puppy.”

‘Green? Weren’t they purple?’ thought Sassy as she found herself peering deeply into the youth’s shining irises.

“I’m too scared to go there alone,” the filly said, her voice echoing softly in the mare’s mind, “but you’ll go in with me, right?”

‘It wouldn’t be right to just ignore her or make her go in there alone,’ Sassy found herself thinking as she turned and faced the ally; ‘and I can easily cast a light spell to see.’

“Sure, I’ll help you,” the unicorn said, a friendly smile on her lips as her horn began to glow a soft orange.

The little filly giggled as an orb of tangerine light flickered into existence above her head and she reached for it with one of her front hooves. It danced away to hover just ahead of Sassy’s horn and a mental nudge from the unicorn was all it took to send the ball into the murky gloom between the buildings.

Lengthy shadows were cast off the half-filled trash cans, soggy cardboard boxes and other discarded refuse as the illuminating sphere traveled along. It reached a tall wooden fence about half way down the alley where the missing terrier puppy was revealed, stuck halfway through a hoof-sized hole at the bottom of the fence with only its rear legs and tail visible. Nothing else appeared to be in the alley, leaving Sassy feeling relieved and allowing her to toss aside her previous worries as she trotted up to the unfortunate pup.

Then she felt something sting her back leg.

A sharp gasp escaped the unicorn’s mouth and she pulled her pained leg up against her barrel whilst turning her head to look down at the limb. There she found two small puncture marks, only visible because of the minuscule dots of blood that beaded up through her fur to divulge the injury. Glancing back farther, Sassy couldn’t locate anything that might have been the cause, other than the filly, who must have followed her into the alley.

“I think something bit me,” the unicorn said, setting her hoof back down and testing her weight on the leg, “did you see anything?”

The pegasus filly tilted her head slightly and shrugged.

“Well it…” Sassy’s voice drifted off and she staggered backwards under a sudden bout of vertigo.

As if she just stood up from a spinning office chair while on a ship trapped on choppy seas, the unicorn stumbled sidelong until one of the alleys brick walls caught her. Weakness filled her limbs next and she shakely lowered herself onto her belly in the hopes that becoming stationary would alleviate the awful feeling. When that failed and the dizziness increased, Sassy rested the side of her head against the cool ground while trying to take a few calming breaths through her nostrils.

“Miss? Are you okay?” inquired the filly who trotted closer and crouched down to match the mare’s current eye level.

Sassy was only able to manage a slight shake of her head before she had to close her eyes, trying to shut out the image of everything spinning around her. This was reminiscent of the time when she overworked herself and ended up dehydrated. Growing more and more tired, the unicorn forced her eyes open again, hoping to see the filly running off to get help. What she saw instead made her pupils shrink to pin pricks.

The filly loomed above her, eyes now more similar in appearance to a cat’s than a pony and glowing a brilliant green. Next to the pegasus sat the puppy, somehow freed from the fence and silently studying the unicorn with an air of intellect unlike any animal she’d ever met before.

Leaning closer, the young pegasus experimentally sniffed at Sassy and then looked over to the pup beside her. When the dog gave a single nod, as if giving the filly permission to do something, the unicorn’s blood ran cold.

Now only inches away from the unicorn’s muzzle, the filly opened her mouth wide, revealing a set of sharp glistening fangs. A ribbon of pink energy coalesced before Sassy’s eyes, wafting through the air between them; and it took her exhausted mind a few heartbeats before she realized she was the source of it.

Shuddering with revulsion as the pegasus began to deeply inhale the mist, Sassy felt the weight of unconsciousness overtake her. Up above, the little ball of orange light went out as the mare closed her eyes.
> Chapter 62
> --------------------------------------------------------------------------

“So how did I do?” Pupa turned around and asked the ‘puppy’ with a beaming grin.

“If I’m being honest your highness,” Bristletail, still in the disguise of the dog, paused to find the correct words, “it was… sloppy.”

“Sloppy?” the nymph balked.

“I mean, it was okay, for your first try; but your target could tell something was amiss,” critiqued the infiltrator.

“And you really shouldn’t rely on your venom to disable your prey,” added Odonate, his head popping into view from the opposite side of the wooden fence.

“They are right,” came Chrysalis’s voice from above, “and if it wasn’t for Bristletail’s quick thinking, by stepping in as the missing pet, your entire ruse would have collapsed when the unicorn’s magic revealed an empty alley.”

Still in the form of a pegasus, the changeling queen walked down the brick wall as if it was just another horizontal surface, and easily transitioned onto the alley floor once she reached it. Another long stride brought her before the unconscious form of the unicorn, whom she prodded with a hoof.

“You should only use your venom for emergencies, self-defense,” Chrysalis admonished her daughter. “I’ve already told you before that draining a pony of their love alone is normally enough to incapacitate them and when they reawaken afterwards, they likely won’t remember what happened. But this one, she definitely will after the fright you’ve given her.”

“Well, she was a lot bigger than me,” argued the nymph.

“Then you should have picked a different target,” the queen advised and then motioned to the alley’s exit. “There are plenty of young fillies and colts running around out there.”

Pupa’s muzzle scrunched at the suggestion, causing her mother to curiously raise a brow.

“Is there something you find distasteful about that?” questioned Chrysalis.

“No,” said the nymph, who in truth hadn’t even considered about that option.

“Then enlighten me as to your reasoning,” the queen prompted as she stepped over the unicorn.

“Because… It would be too easy.” Pupa fibbed, watching as her mother strolled around her but avoiding direct eye contact.

“You’d be surprised how difficult some young can be at times,” Chrysalis deadpanned, easily reading her daughter.

“Sooooo, do I get to cocoon her now?” asked the nymph.

“No,” answered the queen, walking back toward the mare on the ground.

“Aww seriously?” Pupa pouted, “why not?”

“For one thing we’re not heading back home yet,” explained Chrysalis. “We can’t bring her with us to the zoo and it would be too risky to cocoon her and leave her here.”

“No cocooning?” frowned the nymph. “What do I do with her then?”

“Let her be,” the queen said, using her magic to part the unicorn’s eyelids so she could inspect the mare’s pupils. “It doesn’t look like you used much venom on her so she’ll wake up in about an hour or so.”

“Fine…” Pupa sighed with great exaggeration, sat on her haunches and crossed her front legs over her chest.

“Watch yourself,” calmly warned Chrysalis, “I can always cut the trip short if you decide to keep acting out.”

Opening her mouth, about to argue further, Pupa received such a stern look from her mother that it stopped her cold and left her with the realization that she was indeed being impudent. With an audible click she snapped her jaw shut and submissively lowered her gaze to the ground.

“Sorry,” whispered the nymph.

The queen gave an approving nod and gently rested a hoof on Pupa’s withers.

“Now then, we’ll head to the zoo next and after we’ve finished touring it, you can try again to subdue another pony,” Chrysalis mused aloud, “but first we’ll all need different disguises.”

The nymph gave her mother a confused look.

“When the unicorn does awaken, she’ll likely inform others of the strange little pegasus foal that coaxed her into the alley where something injured her and caused her to pass out,” the queen elaborated.

“Right…” nodded the nymph.





Odonate, in the form of a blizzard blue unicorn stallion with an almost pure white mane, cautiously peeked out from the entrance of the alley and quickly scanned the area.

“Okay, nopony is looking in this direction,” he whispered to the trio cloaked in the darkness behind him as he stepped into the sunlight. “It’s safe to move out.”

Three more unicorns emerged from the shadows, following the guard onto the sidewalk where together they inconspicuously headed off down the street.

Now appearing as a tall and lean antique white mare, Chrysalis moved into step beside Odonate and casually flicked back her silky crimson mane; while Bristletail, choosing to take up the guise of a cherry blossom pink adolescent mare with a short amaranth mane, took up a position on his other side. Lastly, Pupa, disguised as a young filly with a glossy grape coat and blue-violet mane, quickly trotted up alongside her mother.

“Do you think I could feed the lions?” the little nymph asked.

“I highly doubt the staff would allow it,” Chrysalis replied with a little chuckle.

“What if you convinced them?” the nymph suggested and winked at her mother when the queen glanced down at her.

“That’s not going to happen,” said Chrysalis, looking unamused as she returned her gaze forward.

The discussion took a brief pause as the group of changelings walked by some rowdy pegasi youths hanging out on the stairs of a porch and arguing about what Fillydelphia’s new buck-ball team name should be.

“Can I try?” questioned the nymph shortly after they passed the herd.

“No, doing something like that will only draw extra attention to ourselves.” the queen explained softly before continuing, “and if you ignore me and try it anyway, I won’t stop the lion from eating you.”

Pupa scrunched up her muzzle at the proclamation, but when she saw the small smirk growing on her mother’s face, she realized it was only a quip.

“Coming through!” a pint-sized voice called out from up ahead.

A startled chirp left the nymphs throat as she briefly froze in her tracks before swiftly dodging aside.  Forced to press herself against the stone wall of a building, Pupa barely avoided colliding with a trio of earth pony foals, two colts and a filly, who were speeding in her direction while chasing after an escaping ball. The giggling ponies galloped past her and pounced the ball as it came to a stop against the stoop of an apartment building.

Letting out an annoyed snort, the nymph turned away from the pesky foals only to feel something bounce off the top of her head less than a second later. Upon seeing the ball bound away in front of her, she wheeled around angrily to locate her attackers only to catch the briefest of sights of the foals as they rushed on by.

“Sorry!” the filly in the group called out as she pursued the other two ponies.

With narrowing eyes, Pupa followed the trios progress as they gradually gained on the ball. When it left the sidewalk and rolled into the busy road, the nymph’s eyes widened at the realization that the foals showed no signs of breaking off their chase.

Unthinking, the nymph took a step forward and her breath hitched in her throat as the world around her froze.





The street in front of her was vastly different now, the buildings less colorful, more worn and dirty. Empty paper cups and other bits of litter randomly freckled the sidewalk while small tufts of browning grass reached up futilely through cracks in the cement. Strange hunks of metal and glass in a variety of shapes, sizes and colors rested on black wheels along the street, lining the perimeter of the sidewalk like a barrier. Similar objects could occasionally be seen, from the few open spaces between them, streaking down the road and expelling a noxious grey smoke in their wake.

A couple of the peculiar bipedal creatures that she had visions of before, though smaller, ran past her view; and when her vision followed them without her direction, the terrifying notion of not being in control of her own body washed over her like cold water.

Save for a mane, the creatures were hairless and wore clothing from the neck down, even going so far as to completely envelop their oddly elongated rear hooves in a thick material. Lacking a muzzle, their faces appeared unnervingly flat, with only a minor protrusion in the center, below the eyes and above the mouth. Unfortunately, or perhaps beneficially, as with the previous instances she’d envisioned these beings, their facial features where distorted like melting wax and she only had an inkling to how their general appearance would be.

One of the creatures she watched was facing away from her, familiarly chasing after a ball as it bounced away, going between two of the strange metal devices and entering the dark grey street. A feeling of nervousness surged up her spine as the being stepped over the curb and her vision lurched forward in an attempt to catch up with the creature.

Up until that moment there was no noise, something she only realized once the sound of a long prolonged horn blared into existence; followed by a horrific screeching that pierced her ears like needles. The creature turned away from the ball to look at something out of view and then was gone.

There was a loud thump, a streak of red, and a frigid burning that filled her veins as waves of terror, heartache and helplessness overtook her. Bile filled her mouth and she collapsed, retching onto the filthy ground.





“STOP!” shrieked the nymph, her horn flaring with bright light that illuminated the entire area in an emerald tint.

The three foals froze in place at the lip of the curb as an aura of opaque green magic surrounded them. Immediately the trio were yanked up into the air, pulled backwards and then released, leaving them sprawled out in confusion on the ground. A second later the heavy hooves of a pair of stallions, pulling a cart behind them laden with wooden barrels, clamored past the place the foals would have been.

Even with the trio now safe on the sidewalk, the young queen couldn’t keep her mind from continually replaying the awful vision over and over again.

“Whoa! Is that a changeling?!” a faint voice cried out, barely registering with the panicking nymph.

Looking down and spotting her natural perforated hooves, Pupa inhaled sharply at the realization she had accidentally shed her disguise.

“It is!” said another, “What’s it doing here?”

Upon wheeling around to locate the source of the voices, the nymph spotted the herd of pegasi that she passed only a moment ago. As a group the ponies stumbled backwards, startled at the sight of her wild eyes, folded back ears and guarded posture. Still, others began to gather now, watching her warily from a safe distance while hurriedly whispering among themselves.

Drenched in sweat, tears running down her cheeks and shaking with adrenaline, Pupa struggled to catch her breath as the sound of her thundering heart filled her ears. The scrutinizing faces of the ponies began to distort, twisting and melting into those of the otherworldly bipedal creatures. Red and blue lights, that only she could see, flashed from outside of her peripheral vision as a howling siren gradually increased in volume within her mind.

A gallimaufry of phantom voices questioned the nymph while a single one arose prominently among them; whaling with pain and laying blame for the tragedy purely upon him. Him?

“That’s not a reformed changeling, should we call the police?” a mare in the crowd asked.

“Something seems wrong with her,” appraised a stallion.

“She attacked those foals!” a shrill voice proclaimed.

Even with her emotions running wild, and unable to stop her freely flowing tears, Pupa instinctively went on the defensive and arched her back to prominently display her transparent wings. In a warning to the building mob she buzzed them loudly and bared her fangs, causing a few of the onlookers to step back.

“Hurry, somepony call the police already!” shouted an unseen member among the herd.

A shadow eclipsed the shaking nymph as two long white furred legs steeped protectively to either side of her. She followed the limbs up to see her still disguised mother, giving her a look of concern before turning her gaze threateningly at the assembled ponies.
> Chapter 63
> --------------------------------------------------------------------------

The range of unsettling emotions being emitted by her trembling daughter had Chrysalis clenching her jaw with worry and her heart pounding with dismay. Anguish blended into revulsion while regret swirled with despair. Guilt commingled with shame as panic united with misery; and linking the entire nauseating cocktail together inside the pained youth was an overwhelming knot of confusion.

All the changeling queen wanted to do at that moment was to find a way to help the poor nymph calm herself and ease the suffering she was experiencing. Unfortunately when Pupa had her outburst she shed her disguise and it only complicated the situation by attracting the attention of all within earshot.

It was obvious to Chrysalis that whatever was happening to her daughter, it had been triggered by the reckless pony foals that almost got themselves trampled; and she couldn’t help but sneer when she briefly wondered if their negligent parents were somewhere among the gathering crowd.  

“My queen,” Odonate whispered, “I think it would be best to leave before anymore show up.”

“I’ll take Pupa, you and Bristletail guard the rear,” Chrysalis hissed.

Green fire erupted from the back of the changeling queen as she scooped her daughter up in her front hooves and held the nymph protectively against her chest. Collectively the surrounding herd of ponies gasped and staggered back as a pair of large feathered wings coalesced out of the emerald flames.

“They are changelings too?!” somepony cried out.

“Are we being invaded?!” shrieked another.

“They’re going to cocoon us!” warned a third.

Using her hind legs, Chrysalis leapt high above the heads of the throng and from there it only took a single flap of her powerful wings to triple her distance away from them. Trusting Odonate and Bristletail were watching her back, the changeling queen kept her eyes ahead of her, searching for any threats that might try and intercept them.

“We have a small group of pegasi trailing us,” Odonate announced, “but they are keeping their distance.”

“Guards?” inquired the queen.

“No,” he answered, “just a few of the observers.”

“Chase them off,” commanded Chrysalis, knowing the old changeling was more than capable of performing the task and getting away safely. “Bristletail, you stay with me.”

“Yes my queen,” both changelings said together.

As the urban terrain passed rapidly below her, Chrysalis scanned for a convenient place to take shelter and change her disguise. A busy outdoor market caught her eye and she immediately plunged from the sky, descending like an arrow toward an adjacent alley.

“Pupa, I need you to transform quickly,” the queen said as she entered the narrow break between two buildings and gingerly landed on three hooves.

If the nymph had heard her words, she gave no indication and only continued to shiver as if she had just been rescued from a snowstorm. The changeling queen held her daughter out to inspect the youth and bit her lip when she saw the nymph’s expression, a thousand yard stare of pure despondency.

“Great hive mother give me strength,” Chrysalis whispered to herself, completely at a loss as to what was happening to her daughter.

Regrettably, the necessity to keep moving gave the queen little choice but to force the nymph to shapeshift and she brought her horn down to meet Pupa’s jagged own. With a connection between the two she was able to trigger a transformation for the youth, causing a cocoon of emerald flame to swath the nymph like a blanket. When the heatless blaze dissipated, the changeling queen held in her hooves an orange eyed, russet furred unicorn colt with a messy dark chocolate mane.

‘That’s a little odd’ the changeling queen thought to herself, ‘I didn’t expect to manifest a male transformation…’

Short on time to dwell on a new mystery, Chrysalis next shifted her own form, shedding the impromptu wings but keeping the horn. Her fur became a pale green and the length of her pastel amaranth mane shortened three fold. Turning to check on Bristletail, the queen witnessed the last vestiges of the infiltrators’ transformative green fire as it burned out, leaving in its wake a canary yellow unicorn mare with a carnation pink mane.

Gently placing her daughter onto her back so she could use all four of her legs, Chrysalis found herself grateful that even in her current state the nymph instinctually clung to her. Now she could move freely and wouldn’t have to worry about Pupa falling off.

“There are some little buildings that look like storage sheds on the other side of the market.” Chrysalis whispered to Bristletail. “We’ll move through the crowd and look for a suitable one to hide out in until nightfall.”

“Yes my queen,” softly acknowledged the infiltrator.





Odonate discarded his disguise, narrowed his eyes, bared his fangs and then dove headfirst at the small collection of hovering pegasi. Like a flock of birds avoiding an approaching hawk, the ponies warily retreated away from his approach as a single unit; but the guard felt the moderate speed they took wasn’t adequate enough and he fired a small green beam of stinging magic from his horn. The ray struck one of the stallions among the pegasi directly on the flank and the surprised whinny he made caused the rest of the winged ponies to scatter in all directions.

For good measure and to create an extra bit of distraction, he shot off another blast of magic directed to an empty spot of sidewalk in front of the ground bond ponies below. Shouts of alarm filled the air along with a caterwaul of galloping hooves.

Checking over his withers, Odonate searched for his queen. Two distant specks moved beyond his view, vanishing behind the city’s skyline and he nodded to himself with satisfaction at her unhindered escape.

“Stop in the name of the law!” a commanding voice ordered.

A cream colored pegasus mare sporting a pair of dark sunglasses purposefully winged her way in his direction followed by two others; and upon noting their dress, light blue shirts with dark blue ties and matching caps with golden badges pinned to the front, Odonate knew it was now his turn to escape.





A soft emerald light peeked out from the worn brass keyhole, followed shortly after by the gentle click of the lock’s tumblers becoming aligned. Hinges in desperate need of oil squealed in protest, luckily drowned out by the din of the market’s patrons, as the weathered door opened, revealing a cluttered collection of crockery and old furniture.

With their sanctum suddenly disturbed, the shed’s only occupants’ scurried for cover. Small brown spiders scrambled away, taking refuge in the room’s webbed corners, while a family of rodents scattered to hide under a splintering pallet.

“This will do,” Chrysalis whispered to Bristletail as she stepped over the threshold.

As the infiltrator closed the door behind them and relocked it, the changeling queen glanced up at the shed’s single high-up window. With her magic, she closed the sun faded and moth eaten curtains, cutting the daylight off from streaming in through the dingy glass and leaving the building in near pitch black.

“Pupa?” Chrysalis asked, eyes glowing in the darkness as she looked over her withers at the still unresponsive nymph.

“What happen to her?” Bristletail asked, taking a few steps closer to examine the young queen.

“I don’t know!” Chrysalis hissed angrily in frustration, causing the infiltrator to hop backwards.

Seeing Bristletails startled look, the changeling queen made an attempt to quell herself by taking in a deep breath and then exhaling it through her nostrils.

“I don’t know,” she repeated in a more level tone, “but she had an outburst like this before when she was still a larva.”

Surrounding her daughter in a field of emerald magic, Chrysalis carefully lifted her into the air before sitting the nymph down on a dusty couch.

“Pupa,” the changeling queen said, abandoning her disguise and looking directly into the nymph’s vacant eyes. “Pupa!”

Chrysalis clenched her jaw to the point it creaked aloud, hating the feeling of complete helplessness that ran down her spine like ice water.

“Pupa!” the queen snapped, slapping the back of her hoof against the nymph’s cheek.

Life returned to the young changeling’s eyes, as her hoof tentatively reached up to touch the stinging spot on her face.

“Thank the hive mother,” the queen breathed with relief.

“Mom?” Pupa rasped in a hoarse voice as she looked up at her mother.

“I’m right here,” Chrysalis confirmed.

The nymph’s eyes once again filled with tears as her disguise burned away like a dying flame. She leapt forward, wrapping her forelegs around her mother’s neck in a tight embrace as she began to loudly cry into her shoulder.

“Shhh,” the queen softly said, holding Pupa and stroking the back of her mane, trying to soothe her. “Just let it out.”

Several minutes passed this way with Chrysalis cradling her daughter while rocking her gently. Calming reassurances were repeated and gradually Pupa’s sobs subsided into fatigued whimpers.

“Pupa,” the queen whispered, “What happened to you?”
> Chapter 64
> --------------------------------------------------------------------------

Rarity, standing in front of a large empty display window, anxiously chewed on her bottom lip as she stared off down the street, looking for her missing employee.

“I do apologize,” the unicorn seamstress said to the annoyed mare beside her. “Sassy is normally a very punctual pony.”

Idly tapping a hoof, Miss Bygone, was a no nonsense pegasi well into her golden years. With her gray mane tied back into a tight bun, the shrewish mare viewed the world through a pair of silver framed spectacles and had the look of somepony who had just caught a strong whiff of flatulence perpetually locked on her face. She was also the building’s current owner.

“But I suppose we could get started without her,” Rarity added when the mare harrumphed and give her a displeased sideways glance.

As Miss Bygone turned to unlock the weathered door, which desperately needed to be repainted, Rarity privately wondered if all landlords were such difficult ponies or just the ones she had the pleasure of dealing with.

“Well, come on in,” the elderly pegasus said, waving a wing in the direction of the open portal before traipsing inside, “I ain’t getting any younger.”

Biting back a quip, Rarity cast one last glance down the street for Sassy and then entered the building.

“It’s a little hard to see in here darling,” commented Rarity, looking ahead at the pegasus. “Is there a light switch?”

“On the wall by the door,” answered Miss Bygone, stopping in the center of the room and showing no indication of moving let alone turning the lights on.

Rarity fought back the urge to roll her eyes at the old mare’s attitude and used her magic to flick up the switch; but the bulbs must have been very old and only provided a merger amount of illumination.

“Oh dear, it seems your bulbs are dim,” Rarity noted, receiving a suspicious glance from Miss Bygone.

Small puffs of dust kicked up in the unicorn’s wake with each step she took across the room; and, only after creating a furrow with her hoof in the debris, could Rarity see the lightly colored maple wood flooring hidden beneath the layers of grime. Some youths must have broken inside at one time or another because most of the walls had been covered in graffiti. Surprisingly, the ceiling and floor had been spared and none of it appeared to be vulgar.

“It seems some vandals have made their way in at some point,” Rarity said as she inspected the peeling wallpaper.

“No, it’s always looked like that,” snorted Miss Bygone.

“Really?” The unicorn quirked her eyebrows. “How long did you say the store’s been unoccupied again?”

“It’s been vacant for about eight years now,” answered the pegasi.

“May I enquire why you’ve waited so long to sell it?” ask Rarity.

“Taxes,” scoffed the pegasus. “My aunt left the place to me but since I have no use for it, it doesn’t make sense to keep paying the taxes for it.”

“Oh, well, I’m terribly sorry about your aunt's passing,” Rarity said sympathetically, moving across the room to check out a cluttered display case made of wood and glass.  

“I ain’t,” said Miss Bygone as if they were talking about the weather. “She was a real delinquent and her loose morals was a stain on the family name. Probity left me the place just to roil up my blood one last time.”

Taken slightly aback, Rarity couldn’t help but turn to look at the senior with surprise at her lack of compassion for her relative.

“I know it’s none of my business, but what could she have done that was so uncouth?” the unicorn asked as she perused a few scattered pieces of paper on top of the display case.

“She was one of them ‘punks’,” complained Miss Bygone, “had her mane all spiked up and everything. Wearing a leather jacket with spikes on the shoulders and had her body pierced in all kinds of places. Completely disrespectful and distasteful.” 

While the old mare continued her diatribe, Rarity cleared the dust from the papers in front of her, revealing them to be old photographs and concert fliers. One picture in particular caught her eye and the fashionista couldn’t help but smile at the grinning pink pegasus mare in it. With a tall black mohawk and her forelegs playfully draped around the necks of a laughing griffon and a zebra, the memento was a beautiful testament to the life of a unique individual.

“Oh now what in Equestria is going on?” snapped Miss Bygone, stomping over to the display window.

Rarity pivoted her attention to the sight of a frightened herd of ponies running past the store. A few within the stampeding crowd noticed the old pegasus watching from the window and must have assumed the previously closed store was now open. They quickly scrambled inside to take refuge despite Miss Bygones angry protests.

“What do you hooligans think you’re doing!?” Miss Bygone demanded to know.

“The changelings are attacking!” a mare cried out, pointing a hoof back toward the way she came in.

“Changelings?” Rarity balked, peering outside and searching the area.

“Yeah, long blue mane, crooked horn, holes in her hooves,” a stallion elaborated.

“She tossed around a couple of foals and flew off,” explained the mare, “now there’s another one shooting magic and flying all over the place!”

“Long blue mane and a crooked horn?” questioned Rarity, “You don’t mean Chrysalis do you?”

“No, she’s really tall right? This one was way shorter,” said the stallion, lifting his front hoof up to the bottom of his barrel. “About this high as far as I could tell.”

“Well I don’t see no buggy changelings zipping about, so get,” barked Miss Bygone, trying to shoo away the newcomers.

Rarity let out a gasp as a dark shape streaked across the sky, followed by a squad of pegasi dressed in police uniforms. A second later the unicorn put a hoof up to her mouth, having a sudden realization that the absence of Sassy Saddles’ and the appearance of changelings could very well be related.

“Miss Bygone, I am sorry to so rudely cut our meeting short like this,” Rarity said as she rushed out the door, “but I need to try and locate my missing friend!”





It had taken some coaxing, but eventually Pupa explained what had frightened her so immensely; or at least she tried to. Expressing the nuances of her experience was plainly difficult for the nymph and she acted rather self-conscious as she revealed the ‘vision’ she had. The queen listened patiently the entire time, while showing no outward signs of judgement, as her daughter described strange creatures that walked on their rear legs and the environment they dwelt in; and only spoke once the nymph had finished.

For her own part, Bristletail stayed out of the way, standing by the sheds single window and periodically checking on the outside world through a hole in the curtain. Occasionally she would peek over at the royal changelings, feeling slightly awkward as she unintentionally eavesdropped on the fantastical tale the young queen chronicled. 

“Have you had any other vision before?” Chrysalis asked even though she already believed to know the answer.

“Yes,” Pupa quietly admitted, her eyes focused on her front hooves as she nervously rubbed her frogs together, “but they weren’t like that one…”

“Could you tell me about one?” the queen requested.

Pupa paused for several heartbeats before nodding and going into a subdued retelling of her encounter with the ferrets while at the princess of friendship’s school. Apparently the sight and scent of the weasel-kin had triggered a vision; and that vision also seemed to impart knowledge of the little beasts upon her as well.

“I’m sorry,” Pupa whispered once she finished.

“Sorry for what?” Chrysalis asked.

“For being... all messed up…” sniffed the nymph.

“You are not ‘all messed up’,” said the queen angrily, causing her daughter to peek up, “and don’t even say something like that again. Understand?”

The nymph started to lower her gaze again but the queen cupped a hoof under her chin and tilted her head back up.

“Pupa, you are a changeling queen,” Chrysalis said, putting power behind her voice, “and as a future ruler you need to be strong. You can’t let some, visions, make you feel inadequate.”

“Do you know why I’m having them?” Pupa softly asked.

“I’m not sure,” Chrysalis conceded after a long pause, “but we’re going to figure it out.”
> Chapter 65
> --------------------------------------------------------------------------

Celestia’s sun was just beginning its decent over the city’s western skyline by the time Odonate believed himself to have sufficiently eluded his pursuers and was now safe enough to freely follow the queen’s pheromone trail. Traveling nearly the same path Chrysalis, Pupa and Bristletail took earlier that day, the veteran guard, disguised as a pewter blue unicorn, trotted casually down the city’s streets until reaching a nearly vacant outdoor market.

Judging by the large amount of empty stalls and the few remaining shoppers, Odonate reasoned most of the vendors packed up for the day; and, whenever one of the few merchants that remained attempted to lure him over to their stalls with promises of incredible end of the day discounts, he politely declined and informed them he was only out for an evening stroll.

Eventually, he spotted an old shed that seemed to be the source of the pheromone trail, but decided to continue meandering along to avoid drawing attention to the refuge. After passing a few more of the little storage buildings and exiting the general area of the market, Odonate changed his direction and doubled back around to approach the previously specified shed from the opposite side.

“It’s Odonate,” he whispered to the door after tapping on it three times with the back of his hoof.

A few seconds passed in silence before there was the distinctive click of a lock being undone and the door creaked open a crack. When a single eye peeked out at him from the darkness, he blinked, revealing his native solid blue eyes to the observer as further proof of his identity.

“Are you okay?” Bristletail asked in her natural voice as she shuffled aside to allow him entry.

“I’m fine,” he replied while stepping over the threshold and locking the door behind him. “I just wanted to lure them as far away as I could before returning. Where is the queen?”

“Her highness is with the princess, on the other side of those crates,” the infiltrator said, motioning toward a stack of wooden boxes.

Nodding, the veteran guard dispelled his disguise and trotted over to the indicated area. After rounding the containers he spotted both royals already gazing in his direction with their ears perked up. Chrysalis, was settled across the cushions of an old couch with her daughter laying between her forelegs; while Pupa, looking out of sorts, immediately rested her head on her mother’s leg and stared down at the floor shortly after seeing him.

“Your highness,” Odonate said with a respectable bow.

“How did you fair?” Chrysalis asked, placing her free front hoof on her daughters back.

“I dispersed the observers and led several of the authorities away to the north-west,” recounted the guard. “On my way back I noticed a distinctive reduction of sentries the farther south I traveled. I’m confident the ponies have been fully eluded.”

“Your resourcefulness is greatly appreciated,” said Chrysalis.

“Is the princess okay?” Odonate queried, though he paused before doing so, showing a slight uncertainty in asking the question.

“I’ll explain everything,” said Chrysalis, moving a strand of stray mane from the melancholy nymph’s face, “but for now I do not want this information to leave this room.”





“Your friend is doing just fine,” reported a mint green earth pony with a nurse’s cap clipped atop her light navy blue mane. “In fact, she’s filling out the release forms now and should only be a little while longer.”

“Oh, you have no idea how relieved I am,” Rarity breathed, a hoof pressed against her chest. “Was she attacked?”

“I’m sorry dearie, but I can’t say anything in regards to her injuries,” said the nurse. “We have a policy about sharing patient information outside of immediate family members.”

“Ah, I see,” Rarity exhaled, “well, thank you for updating me.”

“It’s no problem,” the nurse smiled, “in the meantime, have a seat. I know the magazines are a little outdated but you’ll wear a hole in the carpet if you keep pacing.”

“I will, er have a seat that is, not wear a hole in your carpet” promised Rarity, returning her own good-humored smile. “Thank you again.”

After the nurse exited through the doors leading back to the emergency room, the fashionista let out a small sigh and sat down in one of the uncomfortable waiting room chairs. A soft blue glow surrounded her horn and a random magazine from the stack on the table in front of her levitated before her muzzle. When she noted the issue was from last hearths warming, she clicked her tongue in disappointment but opened the publication anyway.

The nurse said Sassy wouldn’t be long.





Pupa was barely listening as her mother recounted the admission of her visions and the content of said visions to Odonate. Instead she opted to watch the progress of a tiny reddish brown centipede, as it repeatedly emerged and disappeared between the cracks of the floor boards, likely in search of its next meal.

While she really wanted nothing more than to focus her thoughts on something mundane, like how hard it must be to control so many little legs at the same time, or why the arthropod’s legs were yellow when the rest of its body wasn’t; in the end her mind would inevitably return to dwell the ‘incident’ she had earlier.

Despite feeling exhausted, taking a nap was out of the question. Every time she closed her eyes the horrific images would taunt her and she didn’t even want to imagine the nightmares she would possibly be subjecting herself too.

Out of the corner of her vision the nymph spotted a bundle of twitching whiskers as they poked out from under one of the pallets. A little pink nose emerged next and when the grey fur, naked pink ears and two jet black eyes followed, Pupa knew it was a rat.

The rodent sat up onto his haunches and sniffed at the air for a few moments before returning to all fours. It took its time to scratch the back of its ear with a rear paw and groom the fur on its belly. Then it snatched up the centipede in its mouth and ran off. Pupa frowned deeply.

Now with her distractions gone she had nothing else to force her attention on; so after releasing a tired exhale through her nostrils, she listened in on the discussion of the older changeling’s.

“I think taking the train out of the city might be a little too risky,” Odonate grumbled, rubbing his chin with the back of a hoof. “It wouldn’t be a very good situation if the princess were to accidentally lose her disguise in such a confined place.”

“I need to visit Canterlot,” Chrysalis said. “They have the largest library around and I can help keep her in disguise,”

“We could send infiltrators to do the research,” countered Odonate.

“This isn’t something I can trust to just anyling,” the queen frowned.

“What about returning to the hive first? Then I can assign a few guards to accompany you,” the guard proposed.

“I’d rather tackle this immediately,” responded the queen.

Odonate’s single ear twitched.

“Very well my queen,” he capitulated with a slight nod. “It would be best to head out now and get tickets before the trains stopped running for the night.”
> Chapter 66
> --------------------------------------------------------------------------

“Would you like to sit by the window?” Chrysalis, once again in the disguise of a pale green unicorn with a short pastel amaranth mane, asked her daughter.

“Not really,” shrugged Pupa who was currently in the form of a freckle faced light blue unicorn filly sporting a curly carnation pink mane.

The nymph’s languished state caused a slight frown of concern to crease Chrysalis’s muzzle as she took the window seat instead. Pupa half-heartedly attempted to climb up to sit beside her but slipped and fell onto her rear. After being assisted up thanks to a little levitation from her mother, the young changeling settled onto her haunches, curled her tail around herself and quietly rested her head against her parent’s side.

Odonate and Bristletail, disguised as their most recent unicorn incarnations, took the seats opposite the royals. The infiltrator choose the one by the window while the guard picked the one next to the isle.

“It’s going to be a few hours until we reach Canterlot,” Chrysalis said to Pupa. “This would be a good time for you to have a nap.”

“I’m not tired,” mumbled the nymph while idly hoofing at a small tear in the seat’s fabric.

“You seem pretty tired,” the queen appraised as she lightly brushed a hoof over her daughter’s mane, “and you might feel better after a little rest.”

No response came from the nymph as she continued to toy with the hole next to her and Chrysalis began to sense an underlying fear growing inside the youth.

“Are you worried about having a bad dream?” the queen asked.

When Chrysalis felt a miniature spike in anxiety come from Pupa, she knew her assumption to be correct.

“I know bad dreams are unpleasant,” the queen said softly, “but they can’t hurt you and fighting off sleep will only make you sick.”

“I don’t want to see anything like it again…” the nymph said in a near whisper.

“Pupa, I can’t promise you won’t,” Chrysalis admitted, and it pained her to do so, “but you’ll need your sleep. I’ll be right next to you if you do have a bad dream.”

Once more the nymph went silent; but she did cease her assault on the cushion and slid closer to her mother. Chrysalis placed one of her forelegs around the youth and gently squeezed her in a quiet show of support.





“I can’t stress enough about how dreadfully sorry I am about what happened today,” Rarity said as she moved toward the train, walking beside a slightly limping Sassy Saddles.

“Rarity, stop beating yourself up. This wasn’t your fault in the slightest,” the tall cerulean mare reassured her employer for the tenth time since they left the hospital.

“But I’m the one who asked you to come all the way out here,” the marshmallow colored unicorn responded.

“And I’m the one who decided to walk to the meeting instead of taking a taxi,” Sassy countered as she stepped up to enter the passenger car and looked back at Rarity over her withers. “It was just the simple act of being in the wrong place at the wrong time; and if it didn’t happen to me, it would have happened to somepony else.”

“Still, I insist you take the next few days off at the very least to get over your injury,” Rarity persisted as she followed behind Sassy.

“It’s honestly not that bad,” Sassy chuckled as they waited for the earth pony couple in front of her to take their seats. “It feels no worse than a sore muscle at this point; and this might make me sound shallow, but I’m more upset about my favorite dress being damaged. Well, that and not being able to assist you at the meeting.”

“What about being drained of love or getting sick from the venom?” Rarity pressed in a hushed tone to avoid disturbing the other passengers. “Twilight was out of commission for an entire day when she was bit.”

“The doctor said I only received a minor dose,” explained Sassy in a lowered voice as she took her seat across the way from a family of four unicorns. “And as to being drained of love, It does leave me feeling a little melancholy; but it’s really no worse than what I would feel after a bad date or finishing a novel that ends sadly.”

“You’re still getting the next few days off whether you like it or not,” huffed Rarity as she sat next to the taller unicorn, “with pay. Between having to go to the hospital and answering hours of questions from the police, it’s the least I can do; and I won’t take no for an answer.”

“Well, if you’re going to be resolute about it, I guess a day or two off wouldn’t hurt,” Sassy sighed, a helpless smile on her lips as she leaned back into her seat.

“I’m glad you’ve come to your senses,” Rarity smiled back and began to shuffle through her saddle bags.

“So how many times have you and your friends been attacked by changelings?” Sassy asked good-humoredly.

“Four for Twilight,” the marshmallow unicorn said as she took out the new fashion magazine she purchased from the terminal’s news stand, “if I count the bite she received from Chrysalis’s foal,”

“I think that would count,” concurred Sassy.

“It would be three for me, I believe,” resumed Rarity, glancing up as she tapped her hoof against her chin in thought. “The first time was at the wedding of Princess Cadence and Shining Armor. Then there was the time they captured all the princesses and took over the entirety of Ponyville; and the third time was when they attacked the School. But thinking about it now, maybe I shouldn’t count that last one since it mainly happened in Fluttershy’s classroom and I didn’t get there until after they flew off.”

“Then we’re tied for two on bad changeling encounters, since I was in Canterlot as well during the invasion,” Sassy playfully tapped Rarity on her shoulder and giggled.





Pupa’s entire body tensed up the moment she recognized the pair of voices approaching from the opposite end of the train car; and apparently her mother had also taken notice of the familiar voices; and her reaction to them. Just as she was turning her head to look over at the unicorns, Chrysalis restrained her by placing a stationary hoof against her cheek. The nymph glanced up curiously at her mother with her lips pursed out slightly due to her muzzle being sandwiched.

Chrysalis stared out the window keeping her other foreleg against the wall and bent up so she could rest the side of her chin atop her hoof, appearing to be bored. Peering down at her daughter out of the corner of her eye, the changeling queen shook her head almost imperceptibly, giving the nymph a silent direction not to draw any attention to herself.

Additionally, both Odonate and Bristletail acted as if the arrival of the two unicorns was nothing out of the ordinary; with the former scanning through a newspaper some previous passenger left behind, while the latter rested with her head back and eyes closed as if trying to get some sleep.

Despite the warning, it was difficult for Pupa to follow the example of the others and completely ignore the unicorns. Nervously, her ears kept swiveling to face the pair as they bantered, eavesdropping on the tail end of their discussion about changelings and the beginning of their debate about who wore what better at some gala.

“Last call for Canterlot!” a stallion called aloud from somewhere on the platform just out of view. “All aboard!”

A very long drawn-out whistle came from the front of the train and a moment later the carriage jerked in place as it started to move. Outside the window the platform gradually passed and the sound of a gentle rhythmic ‘click-a-clack’ began to increase at a steady rate. Soon the station was left retreating in the distance while other tall buildings zipped by as the train speed on its way.

“Tickets please,” said a stallion entering through a door at the other end of the car.

Dressed in a red tie, blue vest and matching hat, the powder blue earth pony traveled down the aisle, stopping at each row of seats. The other passengers took turns presenting little slips of stamped paper for him to check and after inspecting each one he would give a nod before continuing.

“My I see your tickets?” he asked as he reached the changeling’s party.

“Here’s our tickets,” Chrysalis said, a coy smile playing across her muzzle as she showed the bottom of her empty hoof to the stallion.

Clearly confused or unsure if he was being pranked, the pony looked up from her hoof and made direct eye contact with the changeling queen. A pulse of faint green light flashed across Chrysalis’s irises and the stallion’s back tensed up slightly.

“A-ah, I see, thank you,” he muttered before turning around and exiting into the next carriage without saying another word.
> Chapter 67
> --------------------------------------------------------------------------

Pupa knew she was losing a war of attrition. Despite her best attempts to stop her tired eyes from closing, it would only be a matter of time until sleep would overtake her. A long yawn escaped her maw as she unconsciously snuggled closer against her mother’s side, instinctually comforted by the combination of her parent’s body warmth and familiar scent.

Underneath her, the carriage’s rhythmic vibrations mixed seductively with the repeating click-a-clack of the train’s wheels as they rolled over steel rails; and with the addition of the steam engine’s continued chugging, it felt as if the train itself was conducting a devilishly hypnotic lullaby perfectly composed to lure her into dreamland.





“If you keep falling asleep you’re going to miss your stop again,” a voice said, causing the nymph to blink her eyes several times.

The first thing she noticed was the unfamiliar train carriage she now occupied and the completely different layout it had. Instead of the seats facing each other in pairs, they all faced forward in one uniform direction. They had also been crafted out of a different material, with red fabric used on the left-hoof side seats while the right ones were upholstered in yellow.

Unbidden, her head swiveled to the right where one of the strange tall bipedal creatures stood. Dressed in some kind of uniform, it had black fabric covering its hind legs while it wore a clean white shirt and a dark jacket. As they’ve all been before, this one’s face was no more than a smudge, but somehow she knew it was a male and he was giving her a light hearted smile.

“Sorry, long classes today,” another unknown male voice replied, which oddly came from her direction. “Here’s my ticket.”

A pale furless limb ending in a clawless paw with elongated toes entered her vision. Grasped between two of its digits was a scrap of pink paper which it held out as an offering to the creature standing in front of her. After taking the paper and giving it a quick glance, the uniformed creature took out a small silver device and used it to punch a hole in the parchment before returning it.

“You’re only five stops away,” the uniformed creature said as he walked off down the aisle of the nearly empty car, “try to stay awake.”





The nymph gritted her teeth and sat up straight. Using both of her fore hooves, she lightly slapped the sides of her cheeks; though it was done more to be a symbolic show of defiance against the sand-mare than as an attempt to actually use pain to stay awake.

A stealthy glance around the dimly lit cabin informed Pupa that, thankfully, no pony had noticed her spontaneous actions; or if they did, like her mother and fellow changelings most likely had, they didn’t wish to make a big deal of it. In fact most of the other passengers seemed to be engaged in their own activities, whether it be reading, knitting a scarf, or in the case of the two unicorn mares sitting across the aisle, snoozing with frilly sleep masks covering their eyes.

Turning back around to look outside the window revealed that Luna’s moon had already begun its ascent, rising prominently among the millions of sparkling stars in the blackening sky. The satellite cast a gentle whitish blue light that made it easier to see the darkened fields of the countryside as they passed as well as the approaching mountain and the silhouetted city built into its side.

“We’re now approaching Canterlot and will be reaching the station shortly,” the conductor called out as he opened the carriage’s door and trotted down the aisle. “Please be sure to pack up all of your personal belongings before our arrival to avoid the loss of possessions or delays in disembarking.”

As the other commuters gathered their luggage Pupa stretched herself out in a rather feline-ish manner, with her forelegs reaching straight ahead while her rear remained elevated, before standing up on all four hooves.

Aided by the inclining tracks, the train began to gradually decelerate more and more as it wound its way up the mountainside; and apparently the engineer in control was so accustomed to this route, that by the time the carriages pulled alongside the finely polished wooden platform of Canterlot station, the brakes barely had to be applied. When the train finally came to a full stop, ponies all throughout the carriage stood from their seats and started to queue up in the aisle, patiently awaiting their turn to exit.

Despite being tired, a nervous excitement welled up in the nymph at the impromptu infiltration of the pony capital city that she was about to commit along with her fellow changelings. She prepared to jump from her seat to take her place in line but her mother’s hooves caught her mid-hop.

“Let’s wait a moment for the aisle to clear,” Chrysalis said, returning Pupa to the seat beside her.

Shuffling from leg to leg, Pupa watched impatiently as passengers trickled out of the car one at a time; and it wasn’t until after the pair of unicorns sitting across the aisle from them left their seats that Chrysalis motioned for her party to follow.





“I thought we were going to a library,” Pupa whispered to Bristletail, who had been assigned to carry the nymph atop her back for the time being.

Since leaving the train station the changelings had, at a careful distance, tailed the white and blue unicorns as the pair made their way through the city streets.

“The library is already closed for the night,” the infiltrator whispered back. “We’ll have to wait until morning for it to open again.”

“Then why are we following them and not waiting at the library for it to open?” questioned the nymph.

“Dawns is hours away and we’d look suspicious loitering around outside the library until morning,” explained Bristletail. “Besides, would you really want to just stand around all night and wait for a building to open?”

“Not really,” Pupa admitted. “Couldn’t we just sneak in? I know how to pick locks.”

“Probably not,” explained the infiltrator. “Over the past two years almost all the locks in Canterlot have been enchanted to be magic resistant. It would just be safer to wait until it’s open.”

The changelings continued along in silence until their quarry stopped in front of a modest violet roofed dwelling. Motioning with a tilt of her head, Chrysalis directed her group to move into the shadows of the nearest alley.

“Are you sure you’re going to be okay?” the ivory coated unicorn could be heard asking her friend.

“Rarity, I’ll be just fine,” replied the blue unicorn as she trotted up to a gold painted door. “What about you? You’re not going to spend the night at the boutique are you?”

“Oh no,” said Rarity with a shake of her head as she followed Sassy. “Please don’t think I’m bragging, but I’m going to the castle to see the princesses. They might have already gotten word about the changelings in Fillydelphia but I’m going to warn them just in case the news hasn’t reached them yet.”

“I knew you had connections, but are you really able to just stroll up to the castle and get an audience at any time?” balked the blue unicorn.

“I wouldn’t dare to do it for something trivial,” the marshmallow unicorn said, “but I can if it’s an emergency.”

“Well, please be careful on your way over to the palace,” Sassy said before embracing her friend with a fore-hoof.

“I will,” replied Rarity, returning the hug. “Now get some rest.”

“I will,” the blue unicorn said and released her friend. “Goodnight.”

“Goodnight,” repeated the marshmallow as she trotted away.

Using a bit of magic, the remaining unicorn levitated a key from her saddle bag and turned back to face the door.

“Come,” was the only word Chrysalis uttered before she purposely trotted out of the ally and onto the vacant street.  

Following swiftly, Odonate and Bristletail took up positions just behind the queen with one on each side of her to create a V formation. Together as a group and without their hooves making a sound against the stone street, the changelings headed straight in the direction of the unaware unicorn.

Sassy hadn’t even had the chance to fully open her door before Chrysalis was upon her. An aura of green magic surrounded the poor mare and she was tossed unceremoniously across the threshold. Confused at suddenly being airborne, the unicorn let out a sharp surprised gasp, then collided with a soft thud against the back cushions of her plush sofa.

Whilst barging into the room, the older changelings began to simultaneously cast a multitude of spells. Curtains swooshed closed and blinds snapped shut, then fields of overlapping green energy coalesced along the room’s interior walls. This was revealed to be sound dampening magic only a second later when Odonate bucked the door closed behind him and the only noise generated was a puny thud no louder than a hoof stomping on a pillow.

“W-what in Equestra is going on?!” the flustered unicorn stammered as she struggled to get her legs back underneath her.

A ring of emerald flames surrounded the lead intruder, causing Sassy’s pupils to contract as she pressed herself defensively against the back of the couch. The unicorn visibly swallowed the lump in her throat when a long hole-ridden black hoof emerged from the dying flames followed by the remainder of Queen Chrysalis’s true imposing form.

“Sassy Saddles,” the changeling queen said using a dual tone voice as she casually strolled closer to the pony, “I believe that little marshmallow Rarity called you by that name, did she not?”

At that moment, if not for her bright colors, the unicorn could have easily been mistaken for one of the marble statues the group passed on the way here. Chrysalis came to a stop within a legs length of the pony and eclipsed the mare with her tall shadow as she loomed over her. In an attempt to get a response from the frozen mare, the queen cleared her throat; and when that didn’t harbor a reaction, she clopped her hoof down on the hard wooden floor.

Flinching from the queen’s actions, the unicorn released the breath she had been holding and inhaled a fresh new lung full of air.

“Yes,” Sassy weakly squeaked.

“I have a few questions for you,” Chrysalis said. “I want you to answer them quickly and honestly. I’ll know if you’re lying, I can sense emotions after all, understand?”

“O-okay” the mare croaked out with a tiny nod.

“Very good,” the queen leaned in closer and grinned, revealing her bright white fangs. “Now then, my first question is, do you have a library card?”
> Chapter 68
> --------------------------------------------------------------------------

Sassy somehow found herself playing host to a quartet of changelings. Actually, host wasn’t really the word she would have used. Hostage would have been a better description for her current situation.

After the changeling queen finished a short interrogation, she explained to the unicorn that she and her entourage would be staying as her guests for the remainder of the night; and possibly most of the next day. When their task in Canterlot had been completed they would depart and as long as she didn’t do anything ‘unwise,’ they would leave without putting any further discomfort upon her.

Currently curled up in the center of her living room, in a nest assembled out of almost every blanket and pillow Sassy owned, slept the queen. A second changeling, which she guessed was a drone, snoozed while sprawled out on her back across her couch. The single male among the group, a sturdy looking but disfigured creature with a missing ear and half a face of scars, had chosen to keep watch while the others rested.

As for herself, Sassy sat in one of her living room recliners, hugging a pillow against her chest and quietly watching as the smallest of the changelings, apparently the daughter of Chrysalis, roamed around her home. Refusing to sleep, despite her mother’s insistence and obviously being tired, the changeling foal had instead opted to investigate the unicorn’s belongings.

“Oh please be careful with that,” Sassy whispered to herself and bit her lip as the young creature approached a floor vase.

Rearing up onto her hind legs, the foal gripped the mouth of the porcelain container and tilted it toward herself to peer inside. Finding nothing interesting hidden within, she returned the decoration to its upright position and moved on, to which Sassy exhaled with relief.

Next the little changeling proceeded over to her small bookcase where she perused her collection of designer reference guides, fashion manuals and a few… well worn trashy romance novels.
Blushing slightly at first, Sassy quickly pushed away her embarrassment, doubting that the foal could even read, if changelings did learn to read. However when the little creature removed one of the paperbacks, flipped to an ear marked page and appeared to be skimming over a few sentences, the mare had the notion that she may have been wrong in her assumption.

She should have known better. Chrysalis did confiscate her library card only hours ago.

The foal turned the page and then made a long ‘ooh’ sound to herself, reminiscent of the kind little ponies tended to make when teasing one another when they got in trouble for something. However the next section didn’t seem to appeal to the young changeling and she moved the book away from her face while wrinkling her snout up in distaste. To top off Sassy’s mortification, the young changeling snapped the book shut and then looked back over her withers to give the mare a judgmental glance as she returned the book to its home on the shelf.

The unicorn could only respond by hiding her glowing face against the pillow in her hooves. 

After taking in a calming breath and counting to three, Sassy lowered the pillow so she could continue her surveillance of the threat to her property. She just managed to catch the tail end of the foal as the little creature disappeared through her bedroom door and a bead of sweat ran down her neck.

“Um… Mr. Changeling?” Sassy said weakly.

With solid blue eyes and no pupils, it was difficult to tell where the scarred guard was looking; but when he acknowledged her with a grunt and turned his head slightly in her direction, she knew she had his attention.

“I um, I don’t think it would be a good idea for her to be in that room… alone,” the unicorn informed him.

“Why?” the changeling inquired with a voice like hooves grinding small stones. “Are you keeping something dangerous in there?”

“Well, no. Not dangerous,” Sassy replied, paused for a moment and then bit her lower lip as she tried to put together the most tactful words to convey her worries.

The sound of rummaging caused the mare’s ears to perk and she knew her time was running short.

“There are somethings a mare has the right to keep private,” she explained, adding an aggrieved seriousness to her tone.

A long uncomfortable silence passed between the mare and the unblinking guard until being interrupted by more tumult from the bedroom.

“Mature things not meant for the eyes of young foals,” angrily hissed Sassy as her cheeks brightened pink.

It would seem the changeling finally caught her meaning and his horn began to glow a soft green. From the other room the miniature intruder let out a surprised ‘eep,’ followed by the distinct clatter of a drawer being pulled out fully and its contents being spilled. Around the corner and back into view came the foal, levitated by a field of emerald magic.

To Sassy’s horror, not only was the foal dressed in the black and orange striped socks she enjoyed wearing when feeling particularly amorous, which hung loosely off the changelings' little legs, but she also had her matching feather boa draped around her neck. However the worst humiliation was that the tiny terror was dangling the nearly empty drawer of her bedside table between her hooves and continued to spill the remainder of its contents as she was moved. One particular item, which tumbled to the floor with a thud, caused the guard to look back at Sassy with a raised eyebrow.

“Princess Luna, please wake me from this nightmare,” whimpered Sassy as she plunged her face back into the pillow.





“You’re sure you’ll be okay returning to the hive on such little rest?” Chrysalis, currently disguised as Sassy, much to the real mare annoyance, questioned the changeling she called Odonate.

“Absolutely your highness,” he said with conviction.

“Very well,” the queen said with a nod. “When you arrive, let everyling know I will be back shortly and stop Termite from going out to do her surveying if she hasn’t already started. I don’t want her to attract any more attention from our neighbors after our run in with them yesterday. Also have Phasmid fly out to meet us here in case we need the extra legs to carry things back.”

“Yes my queen,” Odonate said with a bow.

“Odonate,” the changeling princess chirped to get the guards' attention.

Laying on her side and looking as if she would pass out at any moment, the foal was now being protected between the front legs of a changeling named Bristletail; who herself was posed, sphinx-like, on the couch.

“Yes, your highness?” he asked with a slight tilt of his head.

“Can you ask Mosquito to feed Lady Lolth?” queried the yawning foal. “She needs to be fed every other day and she’ll end up webbing my stuff if her meal is really late.”

“I will your highness,” Odonate affirmed.

After letting out another yawn that sounded like it could have been a thank you, the changeling lowered her head atop Bristletail’s hoof.

“Now then,” Chrysalis said, turning to address the only pony in the room, “despite the minor faux pas from last night that revealed a little more about you then any of us needed to know, I expect you’ll continue to be a gracious host and not cause any inconveniences while I’m out?”

Still sitting atop the recliner and completely exhausted from being up all night, Sassy couldn’t help but glare up at the changeling queen with a deep frown creasing her muzzle.

“Well?” menacingly hissed the changeling Queen with her eyes flashing green.

“Y-yes ma’am,” hiccupped the blue unicorn, removing the scowl from her face as she sunk back into the chair’s cushion.

“Very good,” Chrysalis said using Sassy’s voice and smirking at the mare using her own face, “because Bristletail has my full permission to cocoon you if you do anything remotely suspicious. Understand?”

“Yes ma’am,” repeated the mare submissively.

“Perfect,” the queen trotted over to her daughter and gave the foal a long nuzzle. “Please try to get some sleep.”

“Muh,” came the tired-eyed changelings’ response.

Chrysalis let out a small resigned sigh and then turned to join Odonate.

“We’ll both leave together using the confidential liaison cover,” she instructed him.

An emerald ring of fire erupted around the male changeling, replacing his form with that of a very attractive, tawny coated, earth pony stallion. A stallion that Sassy recognized immediately as the long blond mane’d one from the cover of her romance novel. She also learned what the ‘confidential liaison cover’ was once the disguised pair stepped out the front door; a fact that caused her to clench her jaw in irritation.

The false earth pony affectionately nuzzled his nose into the neck of the fake Sassy Saddles as they stood on her doorstep. This elicited the mare to playfully swat at him while tittering like a school filly, followed by her ‘discreetly’ shooing him away as she closed the door.

“I suggest you get some rest,” the changeling on the couch said, interrupting the frustrated mare’s thoughts about her gossipy neighbors and what they must be thinking right now. “It would be best for both of us if you just slept till her highness returns.”
> Chapter 69
> --------------------------------------------------------------------------

Leaning forward in her director’s chair and looking over her fore-hooves that she held pressed together in front of her muzzle, Trixie watched in rapt attention as a pair of changelings tangoed in front of her. Up on their hind legs, barrels practically touching and almost muzzle to muzzle, the couple moved in a near perfect synchronicity with the accompanying music.

“Spiracle and Cercus are really amazing, aren’t they,” Thorax, sitting in his own chair to the left of the unicorn, said proudly.

“I don’t see the point in all this,” grumbled Pharynx, the king’s older brother, who chose to sit on a rock ‘like a real changeling’ instead of a chair.

“Shush!” Trixie said, holding out a foreleg in the sibling’s direction while still keeping her eyes on the dancers.

Thorax leaned back and scrunched up his muzzle, slightly surprised by the sudden appearance of the light blue limb in front of his face. Pharynx, on the other hoof, narrowed his soft violet eyes at the appendage and had to restrain himself from snapping at it.

Soon the dance came to an end and the couple froze in a final pose as the music stopped. One of Cercus lime colored forelegs wrapped behind Spiracle’s turquoise elytra while his other held up one of her extended hind legs. This allowed Spiracle to arch herself backwards so far that her horn almost touched the floor. Applause quickly erupted around the chamber as the audience of changelings clopped their hooves together or against the ground in approval.

“They are definitely going,” Trixie said as she clapped along.

“I agree!” concurred a beaming Thorax.

“Whatever,” muttered a frowning Pharynx.

“Got it!” said Clypeus, a rose hued changeling who was perched atop a stool on the show-mare’s right side.

Using the tooth marked pencil in her mouth, she checked off two boxes on a piece of paper attached to the clipboard she held.

“Who’s next?” inquired Trixie.

“Let me see, let me see, let me see…” repeated Clypeus as she ran her hoof down the page. “Ah, it's Oocyte’s turn!”

“We’ll need to set up for her first!” a voice called from the crowd.

A small swarm of multicolored changelings converged into the center of the chamber and quickly went to work constructing something with the various objects they carried. However, before any creature could discern as to what they were building, a long piece of thick rope was stretched from one wall to the other and a red velvet curtain was attached to it, completely blocking the audience’s view.

“What kind of dance will Oocyte be performing?” Trixie asked curiously.

“She didn’t say,” Clypeus answered as she flipped through her notes.

“She wasn’t with Cirque du Pon’neigh, was she?” Trixie hazard a guess after seeing a pair of changelings carrying a golden pole disappear behind the curtain.

“I’m not sure,” admitted Thorax, “but she used to be an infiltrator in Manehattan and dancing was part of her cover.

Finishing whatever they had been building behind the curtain, the crew of workers flew up to the chamber’s ceiling next and began to secure sheets of dark fabric over some holes in the hive's roof. Once they had felt the proper amount of light had been cut off to create the proper ambiance for Oocyte’s performance they returned to the ground and inspected their work one last time.

“We’re good to go!” a light teal changeling among the crew declared aloud, gave a salute and then circled behind the curtain.

Smiling at a job well done, the remainder of the workers rejoined their fellow hive mates in the audience once more and murmurs of anticipation began to echo throughout the crowd.

“Good evening everyling!” a voice hollered loudly above the din; even though it was really just before noon. “May I have your attention please?!”

Any discussions the spectators were having amongst themselves promptly ceased and all eyes faced forward. The light teal changeling reemerged from behind the curtain, now wearing an open vest with a golden chain around his neck and balancing a record atop his head. He trotted over to the copper horned phonograph the previous dancers had used to play their music and switched out the last record for the one he carried.

“It is the hive's great pleasure that we bring to you tonight's performance!” he read aloud from the parchment. “Coming all the way from Manehatten, please put your hooves together for the enticing, the alluring, the captivating, Oocyte!”

Cheers erupted from the audience as the music began and the curtain parted to reveal a small stage.

“Oh…” Trixie began to utter at the sight.

A lone figure stood at the center of the stage, their back to the spectators and wearing a pure white hooded cloak accentuated by a feathered collar. At their side the polished golden pole had been secured vertically to the stage’s floor thanks to a generous glob of changeling resin.

“My…” the show-mare continued as the music started to build in volume.

A lilac hued hoof reached around the side of the cloak, gripped the garment and casted it away dramatically.

“Celestia,” finished the wide eyed and blushing unicorn.

Dressed in silky white lingerie, featuring lacey frills at her hips and sporting matching stockings on all four of her legs, Oocyte looked seductively over her withers at the audience. After giving a wink of her shimmering green eyes, the changeling reared up, gripped the pole using the crook of a fore hoof and kicked herself off from the floor. Around the pole she spun thrice and then by shifting her weight during one of the rotations, ended the maneuver hanging upside down with her hind legs wrapped about the pole.
 
Using her lithe abdominal muscles, the performer pulled herself up and clenched the pole by her forelegs so she could right. Then, as her body pressed against the pole's golden surface, the changeling lowered down onto her haunches, straddled the pole and arched herself backwards.

“Okay, this kind of dancing I like,” said a smirking Pharynx.

“It’s very interesting,” Thorax innocently agreed and clapped his hooves together.

Setting her heavily lidded sights toward the crowd, the violet tinted dancer stepped away from the pole. Turning to display herself at a profile, she leisurely stretched her front whilst keeping rear aloft. After an enticing sway of  her plot from side to side, she lowered her entire body to the floor and rolled onto her back. Slowly she ran one forelimb up the other, pushing a stocking off onto her hoof tip and then tossed it toward the three judges. It landed perfectly atop Pharynx’s mandible shaped horns.

“T-trixie thinks she has seen enough,” stammered the slightly embarrassed unicorn.

Pulling herself up once more, Oocyte stalked in the direction of her audience, putting one hoof in front of another and freely swaying her hips as she moved in a seductive grate to the music’s beat. With practiced ease she slipped one of her rear limbs out from a stocking and flicked the garment casually over her back where it joined its partner; on Pharynx’s head and covering up one of his eyes.

Her momentum never ceasing, the dancer suddenly snapped open her elytra when she reached the edge of the stage and leapt into the air. Displaying her lustrous, transparent, baby blue wings, she silently glided like a leaf over to Trixie and landed just a single step away from the magician. Then, after a little twirl, she closed the distance, wrapped a foreleg around the unicorn’s withers and placed her rear in the mare’s lap.

Trixie could see her very surprised expression reflected clearly in Oocyte’s solid emerald eyes as the changeling looked deeply into her own. If she noticed or cared at how awkward the unicorn was feeling, the changeling didn’t let on. Instead she tenderly slid her opposite fore-hoof up the mare’s chest and around her shoulder only to slip away sporting an impish smile; but not before leaving behind another one of her stockings draped loosely around Trixie’s neck like a scarf.

With the unicorn frozen in her seat and cheeks brightly glowing, Oocyte’s turned her attention to Thorax next. Moving fluidly, she circled around behind him, placed one of her forelegs over his shoulder and extended a hind leg along the side of his chair so he could watch closely as she removed another stocking. Once the limb became free, she lowered it and dropped the still warm garment into the smiling king’s hooves.

Strutting on her now completely bare legs, and keeping a generous sway in her stride, the dancer returned to the stage. Any Creature watching her at this moment might have also noticed that the lace frills on her lingerie came up and around her hips in such a manner that it made her rear look like a perfect white heart.

As music began to soften gradually and the curtain started to close in front of her, Oocyte took one last glance over her withers and blew the animated audience a kiss.

“Clypeus,” muttered Trixie, her expression shell-shocked.

“Yes?” the changeling chirped.

“Going forward anyling participating in the tryouts will have to tell us what kind of dance they’ll be preforming…”
> Chapter 70
> --------------------------------------------------------------------------

Before Pupa’s eyes, floating in the middle of a white void, a massive pile of small blocks sprawled out across the surface of a tan carpet. Made up of varying shapes, sizes and colors, each piece appeared to be designed to connect together with another in some way via the tiny cylindrical protrusions that adorned their tops and the open indentations on their bottoms.

Already some of the blocks had been utilized in the creation of a miniature sailing ship, complete with blue and white striped sails. Two legged figures adorned the model in various locations and had been posed in such a way as to appear to be performing some sort of seafaring task; such as, for example, the two on the deck who flanked each side of a tiny black cannon and looked to be pushing it into place.

However it was the partially constructed ship sitting beside the first that really drew the nymph’s attention. The unfinished vessel was almost twice the length of the first and, if the unused bricks were of any indication, would easily dwarf the other boat.

Adjacent to the ship was apparently an instructional booklet on which the two visible pages displayed fully colored diagrams giving step by step instructions on what pieces were to be used when. From what she could tell the captain’s cabin was the latest section being worked on and she searched for the next indicated item, a brown treasure chest full of little golden coins. Upon spotting the desired piece, she reach out with a foreleg to collect it.

Of course instead of having a shiny black hoof enter her eye line, it was a flat pale fleshy paw; and while she knew she shouldn’t have been surprised to see it by this point, the sight of it still caused her to flinch. Though unlike her previous experiences with these ‘visions’, the nymph seemed to have more control over her actions and she moved the slightly shaking appendage closer to her face.

She examined it curiously, noting the barely visible blue and red veins that ran just under the skin’s surface, seemingly randomly, throughout the back of the paw. It also wasn’t quite as clawless as it first appeared and rather than having the sharp curved talons of something like a griffon, a small, thin, flat, hoof wall grew at the tip of each digit; oddly enough, only on the top side.

‘So weird,’ the nymph thought to herself as she experimentally willed the five long extremities to curl inward. ‘Oh wow that’s creepy.’

Finding herself able to control the appendages with an oddly anomalous aptitude, she reached out again for the miniature treasure chest. Using two of digits, a short stubby one and its neighbor, the nymph attempted to grip the box by pinching it between the pair. When it worked without error and she was able to lift the chest up from the floor, she felt a strange sense of promnesia.

Now with nothing really else left to do, the nymph scanned the booklet for the treasure chest’s predetermined placement and made to plant the block in its dictated location. Her ‘claw’ drew closer to the ship and just as it hovered over the captain’s cabin, the piece fell from her grasp to land upside inside the model.

Pupa looked to the suddenly disobeying limb and watched in confusion as it gradually darkened and closed in on itself like a dying leaf. The digits fused together and holes started to form as the flesh hardened into a shiny carapace. Long strands of dark cerulean hair came into being at the edges of her peripheral vision, causing the nymph to realize that, up until then, her lengthy mane had been absent. Glancing down to check on the state of the rest of her body, she was relieved to discover the familiar changeling form she was used to; and reaching up to touch her forehead revealed that her horn was indeed still present.

Surmising that she could use her magic now to finish the model, the nymph attempted to levitate the misplaced treasure chest. However when she tried to summon up the needed energy for the spell, she disconcertedly found that there was nothing there to draw upon.

While she knew it should have bothered her more than it did, the nymph simply shrugged her withers and reached into the open section of the ship to retrieve the piece by hoof. She could climb up walls and hang upside down by her hooves, so there should have been no issue in picking up the chest; yet try as she might, every time her hoof came away empty.

Annoyance and frustration began to build up in Pupa and she recklessly plunged her hoof down again, determined to pick up the piece. The model creaked in protest and then burst apart into bits with more force then it should have. Blocks scattered in all directions, flying outside the proximity of the carpet and vanishing into the empty void to never be found.
Lifting her hoof and looking down, the only part left remaining was the little chest…





The nymph was greeted by a curtain of cerulean hair when she cracked open her eyes. Dazedly she pulled herself up onto her haunches and blew out a puff of air from her muzzle to remove the obstructing strands from her vision.

Quickly looking around told her that she was still in the home of the sassy pony, nestled between the forelegs of Bristletail. The sassy pony was also still present, curled on her side and fast asleep in her chair.

“Did you sleep well, your highness?” Bristletail asked, causing Pupa to turn and look up at the infiltrator.

“I guess…” softly answered the nymph while checking her hooves. “How long did I sleep for?”

“About six hours,” said the infiltrator. “Don’t worry, you haven’t missed anything. The pony has been no trouble and it’s been very quiet.”

“Mom didn’t come back yet?” Pupa questioned.

“No, not yet,” Bristletail answered.

Frowning, Pupa laid her head back down and sighed. As she stared ahead something poking out from between two of the couch’s back cushions caught her attention and she squinted her eyes trying to discern what it was.

“But I’m sure it wouldn’t be much longer till she returns,” continued Bristletail, patting the nymph reassuringly.

Drawing on her magic, Pupa focused on the corner of the object and tried to dislodge it by wiggling it from side to side. Gradually, with some effort, she succeeded and the item was revealed to be another romance novel.

“Why is this here?” Pupa wondered aloud as she looked at the cover and the saucy image on it of a changeling stallion mischievously grinning at a reclining unicorn mare. “My Lusty Bed Bug?”

“Oh, haha, how did something like that get there?” awkwardly chuckled Bristletail as she plucked the book out of the air and stashed it behind her. “That’s not something you should waste any attention on.”

Pupa quirked her eyebrow at the suspiciously acting infiltrator.

“Ahem,” Bristletail cleared her throat and avoided the nymph’s eye contact. “You must be hungry, how about we see if the unicorn has any snacks around?”





Since the kitchen area of the unicorn’s home was directly open to the living room, Bristletail was able to both keep an eye on the sleeping sassy pony and assist in searching for food. Finding edibles such as broccoli, cauliflower, spinach, kale, asparagus, celery, oats, plain yogurt, and cottage cheese, was discouraging and left the pair of changelings to wonder if their host had faulty taste buds.

Luckily, they also discovered a small cash of more appealing provisions like blueberries, avocados, strawberries, grapes and even a pomegranate.

“Let me teach you something,” said the infiltrator as she levitated a knife, wooden spoon, a bowl and the pomegranate over to the coffee table in front of the couch.

Taking up the knife, Bristletail sliced off the top of the fruit and then made five shallow slices vertically into the skin. When she then split the pomegranate apart it looked like a blooming flower. Next she turned it so the open side faced down, placed it into the bowl and proceeded to thwack it with the spoon.

“Now it’s a lot easier to eat,” she proclaimed, removing the empty skin and presenting a bowl full of tasty looking ruby arils. “Less messy too.”

“Neat!” said the nymph before stuffing her face into the bowl and sending about little gouts of juice.

“Well, it’s not less messy if you eat it like that,” frowned the infiltrator as she watched helplessly.

“What is that awful squelching noise?” asked the blue unicorn as she groggily sat up and rubbed her eyelids.

Pupa pulled her face out of the bowl, revealing that her muzzle and parts of her mane had become stained a dark red. The sassy pony glanced at the splatters of juice that dotted the table and even freckled a bit of the couch, then turned to stare at the nymph.

“What?” Pupa asked.
> Chapter 71
> --------------------------------------------------------------------------

“Why don’t you have anything fun to play with around here,” Pupa complained to Sassy.

The frown on the light cerulean unicorn’s muzzle deepened and she paused at her attempt to scrub away the pomegranate juice stains on her couch. Unable to help herself, she glared indignantly at the changeling youth who watched her imperiously from a seat perched atop her bookcase.

“You’ll have to excuse me,” Sassy hissed through her teeth, “but it’s not often I entertain foals. Or I find myself the victim of a changeling home invasion.”

“So, you don’t have any foals?” asked the nymph.

“No, I don’t,” said the unicorn.

“Why not?” inquired Pupa.

Completely astounded by the nymph’s inappropriate question, Sassy could only stammer out a jumble of incomprehensible sounds; much to the amusement of the adult changeling watching them.

“It’s very rude to ask a mare something private like that,” the unicorn finally managed to articulate once she composed herself.

“Really?” blinked the nymph. “Why?”

“Because it’s a delicate question into a mare's personal life,” huffed Sassy as she put down her scrub brush, “and you’re not exactly on my short list of creatures who I would want to share information like that with.”

“Did something bad happen?” asked Pupa in a genuinely concerned whisper.

“No, nothing bad happened,” the unicorn sighed, pressing a hoof against her forehead just under her horn. “I just never had the time with my career or found the right stallion, okay?”

“But you’re like a model, right?” questioned the nymph, who then turned to Bristletail. “Stallions like models, don’t they?”

“Generally,” answered the infiltrator with a shrug.

Finding herself once again gobsmacked, Sassy could only stare at the nymph with a slack jaw.

“What?” blinked Pupa.

“You think I look like a model?” asked the unicorn.

“Yeah?” the nymph tilted her head, causing her mane to slip over one eye. “You look like the ones in Lacewing and Katydid’s magazines.”

“T-thank you,” the unicorn smiled for the first time in what, to her, felt like forever since the changelings came along.

“You’re welcome?” Pupa said, slightly confused.

“I’m not a model though,” admitted Sassy, “just a manager of a fashion boutique here in Canterlot.”

“Does that matter to a stallion?” asked the nymph.

“Well, no, normally it doesn’t, and I don’t see why it would,” the unicorn responded, “but I haven’t been able to find a stallion who suits my taste.”

“Your tastes?” Pupa quirked an eyebrow inquisitively.

“Yes, you know, like one who’s strong and handsome but not a self-centered mass of muscles,” explained Sassy. “Intelligent but not to the point where he has no common sense.”

“Wut?” blinked the nymph.

“Perhaps this is just from my own personal observations, but ponies who tend to be very book smart are often lacking in street smarts.” elaborated the unicorn.

Befuddled, Pupa looked over to Bristletail.

“She’s saying someling who’s read a bunch of books may know a lot, but they lack the wisdom that comes from actual life experiences,” the infiltrator translated.

“Oh,” Pupa said.

“Yes,” agreed Sassy, “I find a stallion who is very worldly to be rather attractive.”

At this point the unicorn had begun to simply ooze with positive emotions, indirectly feeding both changelings as they listened to her.

“Being spontaneous is also a plus,” Sassy continued with a slightly wistful look. “Somepony who would sweep me off my hooves for a romantic getaway or maybe surprise me by going through the trouble of preparing a nice private candlelight dinner; and then afterwards we could snuggle up by cozy fire.”

Pupa lidded her eyes as the corner of her lips rose into a foreboding half smirk.

“And then he could set off a cascade of sparks down your spine as he brings you to new heights of ecstasy that you never could have imagined?” grinned the nymph.

The scowl returned to Sassy’s muzzle from the nymph’s teasing as she recognized the line she patrioted from one of her novels.

“That’s a very cruel and un-lady like way to treat somepony,” reprimanded the unicorn who then returned to attacking the stains on her couch with a little extra aggression; “and it’s completely reprehensible for any creature so young to talk that way.”

A twinge of remorse wormed its way into Pupa’s mind when she sensed the pangs of hurt, embarrassment and displeasure wafting off the Sassy pony. Frowning, she glanced at the floor and became lost in thought with the sounds of bristles on fabric in her downturned ears.

“We’re not ponies,” Bristletail commented, seeing the nymph’s reaction.

“How silly of me,” bitterly scoffed Sassy, “despite how detestable you’ve all been, I must have forgotten. I can’t believe I opened myself up like that. I almost wish you had just cocooned me so I wouldn’t have had to experience so much torment at your hooves.”

“It's not too late,” the infiltrator informed the unicorn in an even voice and narrowed eyes.

“Bug off,” grunted Sassy.

With a hiss Bristletail rose to her hooves and threateningly advanced toward the unicorn. In response Sassy tossed the scrub brush down into the bucket of soapy water and turned to defiantly face the infiltrator.

“Well, it looks like I’ve returned just in time,” called out a voice followed by the sound of a door closing.

All three sets of eyes turned toward the home’s entrance where a second Sassy Saddles stood beside a dark blue pegasus stallion. Surrounded in a field of emerald magic and being lowered to the ground behind the pair were multiple stacks of books bundled together with twine.

“I take it we’ve overstayed our welcome.” Chrysalis stated as she allowed her disguise to burn away.

“Did the library let you borrow all of those books?” Sassy blinked. “I thought there was a 5 book limit.”

“There is,” confirmed Chrysalis who then rolled her eyes. “Apparently it is called the Twilight Sparkle rule. However, for an attractive mare such as yourself, it shouldn't be surprising in the least at how far a little flirting can go.”

“W-what?!” the unicorn squawked.

“By the way, you have a date tomorrow night with the librarian,” the queen chuckled.

Sassy could only stare back at her with disbelief.

“Oh, don’t be that way. She was very nice,” Chrysalis tutted as she strolled forward, “and the thick glasses really magnified her pretty eyes.

Sassy took a cautious step backwards and swallowed down the sudden lump she found in her throat as the changeling queen neared. Chrysalis however simply passed by the unicorn without another through and made her way over to the book shelf.

“It looks like you managed to get a little sleep, are you feeling any better?” the queen asked her daughter in a much softer tone then the one she had been using with the unicorn.

“Kinda,” nodded Pupa, “I guess.”

“Any bad dreams?” Chrysalis enquired and gently levitated the nymph down to sit atop her back.

“Not really…” answered Pupa and then whispered after a pause. “Just a weird one...”

“Will you tell me about it later once we return to the hive?” asked her mother, using a wisp of magic to move the stands of cerulean hair off the nymph’s face.

Pupa gave her a small nod in conformation.

“Now then,” Chrysalis glanced over at Sassy with a small smile, “you didn’t get into the naughty ponies’ things again while I was out and upset her, did you?”

The unicorn clenched her jaw but under the changeling queen gaze she kept any rebuttal she may have had to herself.

“I got pomegranate juice on her couch and ruined it,” Pupa admitted and looked down shyly as she drew little invisible circles with a hoof against her mother’s chitin; “and I might have teased her, too much...”

“Ah, I see,” Chrysalis clicked her tongue and scrutinized the unicorn for another moment. “I wouldn’t worry about it, I’m sure our host is a mature enough mare to get over a couple of stains and some foalish jokes.”

In her most defiant move since the changelings arrived, Sassy puffed out her chest a bit and released an irate huff from her nostrils. The minorly rebellious act managed to bring the smirk back to Chrysalis’s lips.

“Careful now,” the queen warned with poisoned honey dripping in her tone, “we’re so very close to parting ways. You wouldn’t want this to end on a bad note, would you?”

Sassy withers sagged slightly, and she seemed to deflate. Submissively the mare lowered her rear onto the floor and glanced off to the side. The sour taste of shame that the pony began to radiate made Pupa wince and, feeling a tad regretful to the unicorn, she absently bit her lower lip.

“Atta girl,” Chrysalis said, “but there is still one thing I am concerned about, and we can’t leave until I’ve had my mind eased.”

The unicorn ears perked up and she quizzically turned her head back in the changeling queen’s direction.

“How can I be sure you won’t run out into the streets the moment we steep hoof out that door,” Chrysalis theatrically waved a foreleg to the exit while staring into Sassy’s eyes; “and tell everypony within earshot what we really are?”

“I-I won’t,” the unicorn began to say.

“Oh, I wish I could trust you,” the queen interrupted, putting on a false pouting expression, “unfortunately I can’t. But don’t worry little pony, we have a relatively simple way to stop you from tattling on us until we are well beyond the city’s limits.”

“W-what are you going to do?” nervously questioned the unicorn.

“We’ll just use a little something to keep you placid for a few hours,” Chrysalis gave Sassy a cheshire grin as her irises began to glow; “and it will be completely painless, as long as you don’t struggle that is.”
> Chapter 72
> --------------------------------------------------------------------------

“I’m going to my room to check on Lady Lolth!” Pupa called out as she cantered between the parting doors that lead into the royal chambers she shares with her mother.

Chrysalis was next to step over the room’s threshold, followed by an impressive procession of levitating books in her wake. When the last of the cargo passed into the chamber, Odonate entered with Mosquito trotting at his side, preceded by Phasmid with Bristletail.

Releasing a tired sigh, the queen fell upon her favored chase lounge and sank down comfortably into the plush cushion like a pegasus on a new cloud. While she allowed herself a moment to stretch out her tired legs, the quartet of accompanying changelings magickly directed the books into a few haphazardly stacked piles beside her.

“Is there anything else you need from us my queen?” Odonate asked.

After a quick glance toward Pupa’s room, Chrysalis motioned for the group of four to move in closer.

“I want to reiterate my wishes that any discussions of my daughters’ visions remain among current company and do not go beyond that door,” decreed the queen as she used her hoof to point at the chamber’s exit. “The last thing I want for Pupa right now are rumors or wild theories about her running rampant throughout the hive. I can’t stress how displeased that would make me, am I understood?”

“Yes, your highness,” the foursome acknowledged with a bow of their heads.

“For the time being I will not be holding court,” Chrysalis went on. “Odonate, any issues around the hive are to be delegated through you and if there are any problems that need my direct attention you will inform me of them right away.”

“Yes, my queen,” the old guard said.

“Bristletail,” continued Chrysalis, “you may return to your assignment as lead harvester in Fillydelphia but I would also like you to report on any changes they make in the city that might be related to our little incident there.”

“I will, my queen,” answered the infiltrator.

“Phasmid, you will accompany Pupa whenever she is not in her room, in my presence or with Katydid and Lacewing in the nursery. I want someling to be at her side just in case she has another episode.” Chrysalis told the young guard. “I will inform her that she must send for you as an escort when traveling the hive’s tunnels.”

“As you wish, my queen,” said Phasmid with a nod.

“Mosquito, starting first thing tomorrow morning, you will be assisting me in going through the documents I’ve precured from Canter-,” Chrysalis paused and squinted her eyes at one of the books among the pile.

Channeling a levitation spell through her crooked horn, the queen plucked a smaller paperback novel trapped between two heavy hardcover tombs; which caused the stack to tumble over.  
“My Lusty Bed Bug?” Chrysalis read the title aloud and furrowed her brow upon seeing the image on the cover. “What is this? This isn’t from the library. Where did this come from?”

“Um, it must have accidentally gotten mixed in from that unicorn’s book collection,” quickly suggested Bristletail, who’s posture stiffened slightly as her eyes glanced from left to right. “Let me get rid of it for you, my queen.”

Chrysalis arched her eyebrow and looked curiously at the infiltrator’s sudden onset rigidness.

“There is no need for that Bristletail,” said the queen with little concern in her voice as she observed the novel out of the corners of her eyes. “I can just incinerate this trash with minor effort and be done with it.”

The emerald glow of her horn began to increase.

“Wait!” cried out the infiltrator whose eyes widened in shock at her own outburst.

“Hum? Wait?” the queen questioned.

“Er… I’m sorry my queen,” Bristletail said sheepishly and bowed, “please excuse my rudeness.”

“Well, I suppose I can forgive your interruption,” Chrysalis said emotionlessly before nonchalantly tossing the paperback onto the floor in front of the infiltrator; “and I guess if you really are so eager to aid, I can leave the disposal of this to you.”

“T-thank you, my queen,” stammered Bristletail as she magically scooped the book up and levitated it protectively behind her.

Reframing from rolling her eyes at the infiltrator, Chrysalis cleared her throat and returned to giving her directions.

“Getting back on topic,” the queen said, “Mosquito, tomorrow morning you’ll be assisting me in going through the books I’ve collected, and you’ll be keeping notes on anything that might relate to my daughters’ circumstances.”

“Understood, my queen,” the attendant buzzed; “and I’ll be sure to bring extra writing supplies.”

“Very good,” approved Chrysalis, “Now then, Odonate, I still need to discuss a few things with you but the rest of you are free to leave.”

Dismissed, Phasmid, Bristletail and Mosquito give one last synchronized bow before trotting from the room.

“Did you find Termite and stop her from doing her survey?” Chrysalis inquired.

“Unfortunately, no,” admitted the guard, “she had already set out with Entypus and Aphid before I returned.”

“I should have figured as much,” the queen sighed, “she’s too industrious to have waited. I’d rather not risk the bat ponies noticing them snooping around the side of the mountain right now.”

“I’ll send out Tsetse to retrieve them,” Odonate said.

“Tell her to keep the lowest profile possible,” Chrysalis groaned as she rose to her hooves, “and to pass that demand onto the others.”

“I will, my queen,” obeyed the guard.

“Thank you Odonate,” the queen said, “and be sure you get some rest after you speak to Tsetse.”

“Yes, my queen,” the guard respectfully bowed and then trotted from the chamber. 





The door to Pupa’s room cracked open and Chrysalis peeked her head in to check up on her daughter. When she scanned the area and was unable to locate the nymph from where she stood, she fully entered the chamber to find the youth.

“Pupa?” the queen asked in a soft tone as she searched.

Something on the floor brushed against her hoof and Chrysalis paused to glance down at a collection of stuffed toys that littered the ground near one of the wall’s recessed alcoves. Showing off the nymph’s preferences for what some may consider vermin, most of the disorder consisted of plush spiders, insects, lizards, snakes, and rodents of all sizes, shapes and colors.

Chrysalis shook her head slightly and next checked the large stone sarcophagus that had been repurposed into a pillow filled bed, in the middle of the room. She frowned at seeing no sign of the nymph inside and moved on, looking into the back end of the chamber. There she spotted the nymph, laying curdled up and asleep on the floor, adjacent to her pet’s web.

“She must have been exhausted…” Chrysalis whispered to herself.

Carefully the queen levitated her daughter into the air, with the intent of transferring the slumbering nymph over to the coziness of her bed; but stopped when something fell from Pupa’s hooves and flopped onto the floor. When she noticed it was the large plush ferret, the same one she got the youth as a gift, the frown on her lips was replaced with a small smile. A faint emerald glow surrounded the stuffed toy and it floated up to follow alongside the nymph on the short journey to the nest of pillows.

Pupa touched down on the soft cushions first and she snuggled the side of her face into the pleasing soft surface almost immediately upon contact. Unconsciously her little forehooves began to reach about the area directly in front of her, searching unsuccessfully for something that was missing; until the plush ferret was placed beside her and she could once again grip it comfortingly against her barrel.

“Sleep well,” the queen silently mouthed, nuzzling her daughter’s cheek before quietly leaving the room.
> Chapter 73
> --------------------------------------------------------------------------

Changelings wreak havoc in Fillydelphia.

Over thirteen thousand bits worth of damage and numerous minor injuries occurred yesterday morning when a small group of hostile changelings triggered a stampede within the southern section of Fillydelphia.

Eyewitnesses at the scene reported the cause of the event to be an incident involving three pony foals and a changeling foal believed to be the daughter of Queen Chrysalis.

All three foals were playing near their homes when the changeling dispelled her disguise in broad daylight and used her magic to toss the three ponies into the air resulting in them suffering minor injuries including a sprained fetlock.

“I was just hanging out with my friends when I heard this scream,” Steelie Breeze, a nearby resident said, “then the next thing I know those three foals hit the ground and there’s this little changeling standing right in the middle of the sidewalk.”

“It was my day off and it was so nice out I went for a walk,” Heart Line, a nursing student explained, “and then I saw this green ball of fire down the street. I’m not certain but I think the changeling was yelling for the foals to stay out of the road.”

The changeling then began acting erratically which drew a crowd of concerned bystanders who alerted the city’s police force.

However, before authorities could arrive to deescalate the situation three disguised changelings emerged from among the gathered onlookers and attempted to flee with the changeling foal by air.

“Three unicorns just stepped right out of the crowd and over to that little changeling,” Mint Dream, a local business owner said, “then these green flames just burst from their backs and suddenly they have wings!”

“It would have been better for everypony if they just let them fly away,” Mint’s husband, Pasticcio Dream, explained, “because I think they got really irritated about being followed.”

A small group of pegasi are reported to have tried to pursue the changelings and possibly instigated one of them to break off from the rest of their group.

That changeling began to discharge bolts of magic at anypony nearby, prompting the stampede and possibly creating a distraction to provide cover for the rest to escape deeper into the city.

Several members of the FPD arrived shortly after and the pegasi members of the force went in pursuit of the changeling while fellow officers worked to quell the chaos on the ground.

Once order had been restored the officers canvassed the area in search for any possible remaining changelings and discovered an unconscious female unicorn who appeared to be the victim of love drain.

An ambulance was called, and the injured unicorn was transported to a nearby medical facility for treatment where she is expected to make a full recovery.

Unfortunately, despite the FPD’s best efforts the changelings avoided capture and are still currently at large.

Beside the foal only one of the changelings revealed their true form and is described as larger than the average changeling, having solid blue eyes and missing one ear.

The changeling foal is described as having green eyes with vertical pupils, a green midsection, and a long dark cerulean mane.

The FPD is requesting for any citizens that may have witnessed anything suspicious to please visit your local police department and file a report.





Cicada, disguised as Harmony Honey, smiled as she folded the newspaper closed and laid it off to the side on the outdoor café table in front of her.

“H-here is your order Miss H-honey,” a lanky green unicorn stammered as he walked up beside her table with a trembling tray levitating by his side.

As the sound of dishes rapidly clinking together filled the area, some of the other patrons stopped in their private conversations and turned to look at what the sudden commotion was. The stallion anxiously bit his lip as he started to lower the tray, but it only seemed to quake more the closer it got to the table. Little droplets of chai tea began escaping over the rim of the cup while the half dozen small cannoli bounced around atop their plate, foretelling a possibly disastrous future for Cicada’s treat.

“Relax,” Cicada said sweetly as she placed a comforting hoof against the waiter’s shoulder. “You look like you’re about to shake off your skin.”

“I’m so s-sorry,” the unicorn apologized and froze up at her touch, “it’s just, It’s you!”

“Yeap, it’s me,” she confirmed.

“You’re Harmony Honey!” fawned the stallion.

“Yes, I know,” said Cicada.

“And you’re here!” the waiter said, stating the obvious.

“Look, last time I checked I was just like anypony else,” Cicada said gently, “so there’s no need to be nervous around me.”

“I know, I know, but just, WOW,” the stallion gushed.

“It’s really not,” began Cicada.

“I mean, I can’t believe I’m serving The Harmony Honey!” prattled on the unicorn.

Despite the nice meal of love and adoration she was secretly absorbing from the waiter, Cicada was quickly becoming annoyed by the pony’s antics.

“Well, you were serving me,” she corrected him, keeping the pleasant look on her face and her tone sweet, “but you’ve stopped.”

“Oh… OH! Oh my gosh, I am so sorry,” the stallion blubbered, quickly unloading the tray and laying her order in front of her. “I guess I got a little star struck there."

“You wouldn’t believe the trouble I had getting here from across town,” a female voice cut in. “I swear there are empty cabs everywhere when I don’t need one and the moment I do they go into hiding.”

Allure Endeavor trotted around the side of Cicada’s table and pulled out the seat directly across from her. With an exaggerated sigh, the mare plopped down in the chair and placed her satchel atop her lap.

“I’ll have a large caramel latte, soy milk, extra shot of espresso, extra whipped cream, and a red velvet tartufo,” Allure told the slack jawed waiter before turning her attention to Cicada. “I hate it when you want to meet here. It's going to make me fat.”

“They do serve salads, soups and sandwiches too you know,” smirked the fake pegasus as she used one of her wings to lift her cup so she could sip her chi tea.

“Yes, I know,” griped the agent, “but I see you eating desserts and then I feel like I have to too. How you don’t put on any extra weight is beyond me. I swear you must have an extra dimensional pocket in your stomach.”

“I have a high metabolism,” shrugged Cicada, “and practicing dance routines is a workout.”

“Speaking of dancing, have you,” Allure paused and looked at the stallion who had remained just off to the side of the table, “why are you still standing there? Go! Shoo!”

The waiter let out a little squeak and galloped back into the café.

“Young stallions,” the agent grumbled as she began rummaging through her bag until she produced the newspaper she was searching for. “Anyway, as I was saying, have you seen the paper today?”

“I’ve glanced through it,” confirmed Cicada, using a wing to motion at her own copy on the table.

“Well?” Allure asked, leaning forward and turning her head slightly.

“Well?” repeated Cicada, giving the mare a questioning look.

“Do you really still think it’s a good idea to use changelings in your upcoming performance after seeing that article?” the agent whispered with a hint of harshness in her tone.

“They aren’t the same kind of changelings,” sighed the false pegasus as she placed her cup back down.

“I know that but to some ponies it won’t matter,” explained Allure. “You don’t want the first show of your tour to be empty, do you?

“Look, King Sombra was a unicorn, right?” Cicada stated more than asked.

“Um, yes but I don’t see how that correlates,” the agent said.

“Just because one unicorn was evil doesn’t make them all evil,” Cicada elaborated. “So just because one group of changelings caused some trouble on the other side of Equestra doesn’t mean the ones coming to Applewood will.”

“I wish I could understand why you’re so set on this,” admitted the agent.

Cicada shrugged, lifted her drink back up to her lips and took a small sip.

“Like I said before, I believe that giving the changelings an opportunity to experience life among ponies would be a good thing for them,” said the false pegasi.

Allure leaned back in her chair with a sigh and ran the back of her hoof against the bottom of her chin.

“Well, we’ve already sent them an invite and they’ve agreed to the auditions,” the agent said. “Telling them to just buzz off would be bad press. I hope this doesn’t end up biting us in the flank.”

“You need to have a little faith,” Cicada said before nipping off the end of a cannoli and flashing the mare opposite her a confident smile, “this is going to work out perfectly. You’ll see.”