The Joy Hive

by TheDriderPony

First published

The story of Pinkie, a few changelings, and they world-changing snowball they kicked down a hill.

Pinkie Pie is a very busy mare. Between her friends and her family, her party-planning job and her world-saving Element duties, she barely has any time for herself. Sometimes she wishes she had some help.

This wish is answered in the form of a small changeling, lost and alone.

Little did she or he know what series of events this would kickstart, or the marvelous new chapter it would open in the party mare's life.


Cover Art and Proofreading by NecroHorse.

First Contact

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Pinkie pulled open her bedroom door, entered, kicked it shut, and collapsed onto her bed with a contented sigh.

What a day.

What a week, really.

Hosting a party was one thing, but being the Grandmaster of Ceremonies for a whole wedding was something else entirely! Not to mention the draining days she'd had just before; filled to the brim with event planning, catering coordination, finding out the bride is an evil changeling, fighting off her swarm of shapeshifting spawn, and restoring the castle to presentable condition before finishing the ceremony.

Even with her level of energy, that takes a lot out of a pony.

But now it was all over. The guests had left, the happy couple were honeymoon-bound, and Pinkie herself was finally back home where she could rest!

"Sweet jelly gumdrops, I am one pooped-out party pony," she moaned into her pillow. "I feel like I could sleep for a week! It's times like these that make me wish for some kind of party apprentice to share the workload with."

A stray cloud drifted by in the dark sky above, uncovering the moon and letting its silver light pour into her bedroom through the broken window. A small red light flickered on in the 'Warning' section of Pinkie's brain.

"Was that broken before I left?" She didn't think that was the case, but she also didn't quite trust her memory at the moment. She shrugged and rolled over, facing the room so the moonlight shone only on her back. "Eh, probably just a stray ball. Snips and Snails, I bet."

She wriggled on top of her sheets, performing a strange dance to try and coax a blanket to cover her through as little motion as possible. It reminded her of Twilight's dancing at the party, and she giggled despite herself.

And then she heard it.

She cut off her giggles and perked up an ear like a pink periscope. A soft hissing noise cut through the otherwise silent room. She decided that that was odd. Had she left a helium tank leaking? No, even if she had, after several days away it would have been completely empty by now.

Using her ears like a sonar, she sat up and tried to zero in on the source of the sound, blinking away the sandmare's light grasp as she did.

There, cloaked in the darkness of the far corner of her ceiling. Like a pair of baubles on a holiday tree, two blue orbs reflected the soft moonlight, slowly blinking as she watched.

"Oh." Her voice came out as barely more than a whisper.

The eyes did not respond, other than to blink once again. Pinkie didn't react. This was not the first time she had found a strange creature in her room (and she doubted it would be the last). It was times like these that being friends with Fluttershy paid off.

She slid off the bed, making each move as slow and deliberate as possible so as not to frighten whatever had taken up residence while she was away. Its eyes tracked her every move, seemingly just as wary of her as she was of it. She took a tentative step forward. And another. And ano-

It hissed again and she stopped. It was a threatening noise, but it didn't sound angry. More... frightened. And confused. Like a cat lost in an unfamiliar part of town.

So she sat down and waited. If the animal would not let her come to it, she would wait for it to come to her. She was tired, true, but she was sure she could stay awake just a little longer. All she had to do was keep her eyes open. And not think of sleep. Or how tired she was. Or how a teensy little nap would probably be fine.

The last thing Pinkie saw as she decided to close her eyes for just a second was a small forked tongue flitting out to taste the air, and the eyes growing wider.

Pinkie awoke at the crack of dawn to find herself laying on the floor with no blanket or pillow. A few mental cogs started to click and recognized the strangeness of that fact. She didn't remember going to sleep and certainly not on the floor.

Her eyes widened as memories of the previous night caught up with her, and she quickly checked the corner where her mysterious guest had been.

Nothing. Just a small, empty alcove atop her dresser. It seemed that her surprise visitor left during the night.

With a regretful sigh at the loss of a potential friend, Pinkie sat up, only to feel a strange weight on her chest. She looked down and her mouth opened then snapped shut as she quickly cut off a yelp of surprise.

It was a changeling. A sleeping changeling. There was a sleeping changeling latched onto her chest like a leech.

Panic-induced adrenaline flooded her system even as she remained perfectly still. What was she supposed to do? Call for help? Get the girls? But it was still clinging on so firmly! There was no way to move nor make a sound without waking it up, and she could only imagine what might happen then! This was different from when she and her friends had fought them in Canterlot! It was in her room! Right on top of her! It was... it was...

It was purring?

Pinkie fought the panic down and forced herself to really look and listen. Yes, the changeling on her chest was purring, or something close to it. It was more like the sound a piece of paper makes when taped to a fan. Not only that, but it seemed quite peacefully asleep. She could feel each little fluttering beat of its heart as its chest rose and fell in time with hers.

It was also a rather small changeling. Bigger than a foal, but clearly smaller than the ones she'd fought in Canterlot. And she wasn't being crushed or strangled either. Rather, she was being clutched, like a hot water bottle or a stuffed animal.

From this angle, staring down from above as it clung to her like a baby koala, it was almost... cute. In a weird buggy way.

The changeling gave off a small sigh as it nuzzled deeper into her chest fluff and Pinkie silenced a squee.

Oh no, it was cute! Like a big kitty with plated armor. Maybe this one was different from the others. It certainly wasn't scary, not like the big snarling ones from the invasion, and it hadn't tried to attack her last night even while she'd slept. Outside of the unexpected hug. Cautiously, she moved her hoof to give it the barest of touches.

It nestled into the gesture, still quite asleep, but practically nuzzling her as she slowly stroked its frilled head fin. The warm fuzziness that lived inside Pinkie's heart hummed and surged in response.

Who knew changelings had this side to them? She continued to stroke its fin, gaining confidence as it failed to wake. Possibilities and ideas blossomed and died in her mind. What now? She could turn it in, but to who? Twilight? The Princesses? It'd probably be thrown in the dungeon whether or not it had been one of the ones under Chrysalis's command and that thought didn't sit right with her. Maybe... she could keep it? They were smart, weren't they? Could she make friends with a changeling? Were they even capable of friendship? There were so many things she didn't know. But imagine how much fun having a changeling friend could be! She was pretty sure no one had ever done that before!

Her hoof moved lower as her thoughts wandered and began stroking its back. It was thinner than she'd realized, its chitin weak and nearly brittle. She glanced down for a better look only to come face to face with a pair of eyes looking back up at her with a mixture of surprise and confusion.

The changeling fled clumsily from her chest and rounded on her, crouching down and hissing aggressively.

"Hey, hey, hey! Don't be scared." Pinkie hopped up, making a placating gesture with her hooves. If she was going to make friends with a changeling, she was going to have to overcome this first hurdle. What could she do to calm it down? What would Fluttershy do? She could practically hear her friend's quiet voice echo through her mind.

The best way to gain the trust of a frightened animal is to cautiously offer it some food. That way, it knows you're a friend.

Food, huh? Well, that couldn't be too hard.

"You hungry? You guys eat love right?" She hesitated. How was she supposed to feed love? On a hunch, she tried calling forth some positive memories. Thoughts of her family, precious moments with friends. The little changeling seemed to perk up, sniffing the air as his tongue sampled it. Pinkie took this as a good sign.

She pushed the memories harder, striving to relive the emotions as vividly as possible. The changeling stepped closer, close enough to set a curious hoof on her foreleg. It opened its mouth (which made it slightly less cute, but also reminded Pinkie of Gummy in a way) and began to inhale. Pinkie gasped as a soft pink haze started emanating from her chest. It danced through the air for a moment before being gulped down.

Whatever she was doing, it seemed to be working! Eager for success, Pinkie closed her eyes to focus and supplemented her mindscape with further memories. Playing with her sisters, seeing a rainboom for the first time, her first party, her second party, and all the many, many parties that followed.

A small yelp made her open her eyes again. The changeling was still sucking, but looked rather startled. The miasma had changed from pink to blue. Was love a blue emotion? Pinkie had never thought of it as one, but whatever it was, the changeling seemed to enjoy it as he gobbled it down doubly quick.

A few minutes later, apparently satisfied, the singular customer of the All-you-can-eat Pinkie diner ceased his magic and rolled back onto his back with a small burp. Pinkie giggled. She had been worried that feeding a changeling might leave her tired or drained, but she felt fine. If anything, she felt peppier than before, as she was now one hundred percent awake.

Sensing an opportunity, Pinkie flopped onto her back and sidled up alongside her satisfied friend, who seemed too full to move. If he was going to be her friend, then it was time to start treating him like one. "You know," she said with a teasing lilt, "After the invasion, there's a lot of ponies on the lookout for changelings. Probably not a good idea to venture out on your own."

It stopped and turned it's body so they faced each other, muzzle-to-muzzle. Pinkie wasn't sure if he really understood her words, but it was something.

"On the other hoof, if you decided to stay here, I could keep you safe and let you eat as much as you wanted. Whaddya say?" She wiggled her eyebrows. "Wanna be roomies?"

The changeling considered this for a moment. That, or it was pausing to let something digest. Hard to say. After a time, it leaned forward and booped Pinkie's nose with its own.

A wide grin broke out on her face. She'd done it! New friend, GET! Also, trophy for being-the-first-pony-to-make-a-changeling-friend also acquired!

"You need a name," she declared. "Do you have a name? No? Okie dokie then. In that case, I'm gonna call you..." She considered him for a moment. There weren't many easily identifiable details on him like there would be on a pony that she could pull a nickname from. She watched as the sunlight passed through the thin chitin, making it shine in a half-translucent way that reminded her of a particular kind of rock from back on the farm. "Feldspar."

Feldspar smiled. It seemed he liked the name.

Population Growth

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Dear Diary,

Hi Diary! It's me again, Pinkie Pie, but you knew that. And wowee has a lot happened since the last time I got to write!

It's been a few weeks now since I found little Feldspar and, despite a few close calls, I don't think anypony's caught on to my secret. Mostly because they're all not really over the wedding yet. I really wish I didn't have to hide the little guy --he's such a sweetie when you get to know him!-- but everypony's still too riled up. They even seem to treat the normal bugs in their lives worse than usual. So for now, until tempers cool, I'm keeping him safe and protected in the party cave.

He seems happy enough there. He likes playing with all the party supplies and changing into different things to surprise me. And he's always happy to see me when I can get the time to sneak away and visit. He's a lot like a dog, which is kinda weird cause I thought changelings were supposed to be smart. Not book-smart, though I guess they could be, but I mean like pony-smart. Able to talk and plan and create and everything. Maybe he's actually really young or he hit his head and got his brain scrambled, but I've been doing what I can to help him learn to talk again. He likes it when I read to him, especially at bedtime, so maybe he is just a changeling foal. But I like reading to him and he likes being read to, so it's not like there's a downside! All I have to do is take out a book and he leaps into my forelegs!

And sweet gumdrops is he a hugger!

He just loves to ride along while I do party planning things with his forelegs slung around my neck like a big ole buggy boa. He's surprisingly light for how big he is.

I know he's eating something from me. I've caught him a few times out of the corner of my eye, slurping up this sparkly blue stuff like a giant noodle. I know Twilight said that changelings eat emotions, but I'm not so sure if that's right. After all, it's been a good while now and I don't feel any different. Most of the time I don't even notice he's doing it. The times I do, it's because it tickles!

Still, even though things have been going well so far, I can't help but worry. There's still so many questions I don't know the answers to. How did he get here? Why can't he talk? Was he part of the invasion? Scratch that. I'm pretty sure he was. You don't get scratches and nicks in your chitin like that from just an outdoorsy foalhood.

Still, I can't help but be worried. Eventually somepony is going to----

Pinkie's quill slid across the page as she flinched from an unexpected touch. She glanced down under her writing desk.

There was a changeling there. Staring back at her with enormous blue eyes.

"Sparry?" She asked as she pushed away the chair to crouch down to his level. He cocked his head innocently. "What are you doing up here?"

Feldspar said nothing. Pinkie sighed, but smiled and reached out a hoof to ruffle his head fin. He always liked that. As expected, he leaned into the touch and cooed.

After a moment, Pinkie's eyes widened as a thin blue line exited her hoof and spiraled away into his mouth. As usual it didn't hurt, but now that she was aware she could feel it; like a single hair being pulled across her skin.

"Well, someone must be hungry." She pulled him into a hug, which startled the changeling enough to make him stop. "Go ahead. Eat your fill. Auntie Pinkie wants you healthy and happy."

After a moment's hesitation, he continued to eat. Pinkie barely even felt it.

When he was down, Pinkie set her errant ward down in front of her and gave him am appraising look. He seemed... bigger, than she remembered. Nearly full-pony sized. Maybe he was getting stronger from a good diet?

She shook her head and tried to be stern like she'd practiced. "I thought I told you to stay in the party cave unless I was with you." Feldspar did not respond except to remain silently cute. She chuckled and took his hoof. "Oh, what am I ever going to do with you, you little rascal. Come on, let's get you back downstairs."

Placing him in the usual place on her back, Pinkie opened her wardrobe and pulled a secret lever. The false wall retracted, revealing a fireman's pole leading down to the cave. With a well-practiced hop, Pinkie latched on and slid to the basement. She bounced off the floor and landed, safely, atop a perfectly placed pillow.

"There we go! Back safe and-"

Feldspar was sitting in front of her, perched atop his favorite stack of emergency rock candy. There was also another changeling sitting atop her filing cabinet.

Pinkie glanced behind her as her passenger disembarked and walked towards the others. Now that she gave him a proper look, the differences between him and her little cuddlebug were obvious. Both of these new changelings were much larger than him and with more wear and tear on their hides. One had a chip missing from its ear and the other had leg holes that looked dangerously big. Both were also alarmingly thin, especially compared to Feldspar who had been steadily filling out.

The three congregated towards each other and began to speak in a strange chittering tongue. Feldspar, she noticed, remained silent but gestured occasionally. Mostly at her.

Her heart sank in realization. This was it. She'd realized that this moment might come eventually, but she hadn't counted on it being so soon. Of course he would have a family. That's why he was small! He was young. Obviously Twilight's theory that Chrysalis was the mother of every changeling was wrong. Then these two new changelings must be his parents. And they'd come to take him back.

A cold feeling of loss spilled across her body. She hadn't known him for very long, but the time they'd shared had been a lot of fun. Her only regret was that it had to end so soon. She noticed that the three changelings had turned to look at her with curious expressions. With heavy steps, she walked over to them.

"Have you come to take him away?"

Much to her surprise, the new changeling shook its head.

"No?" Had she misread the situation? Were they not his parents?

The changeling with a chipped ear, the one she'd mistaken for Feldspar, shook his head. He pointed at the three changelings in turn, then the ground, and then at Pinkie herself.

"I don't understand," she said.

He pointed to himself again, then sat down hard. He mimed going to sleep and waking up several times, then once more pointed at Feldspar, then her, then his open mouth. Finally, it clicked.

"Oh! You want to stay and live here too?"

The chipped-ear changeling nodded and Feldspar trotted over and sat down between Pinkie's forelegs, looking up expectantly. Automatically she placed him in his preferred riding position as she mulled over this new information.

More changelings. Was that a good idea? On one hoof, they had probably been part of the invasion, so letting them stay might count as harboring an enemy of the state. On the other hoof, little Sparry had also been an invader and he wasn't a bad ling. Maybe these weren't bad either. Maybe they just needed someone to care for them. After all, if Nightmare Moon could be redeemed, why not changelings?

A grand idea blossomed in her mind of a changeling halfway house. Tired of sneaking around and invading? Come visit Aunt Pinkie and learn how to be good! It could work. If Fluttershy could tame the wildest of creatures, how tough could changelings be?

"Alright," she said as two sets of blue eyes lit up expectantly, "You can stay. But there's going to be a few ground rules, okay?"

They both nodded, Leg-hole eagerly, and Chip-ear with some degree of seriousness.

"First off," Pinkie began as she started to pace the party cave. "You're going to need names."

While she was turned the wrong way to see it, Pinkie missed the looks of shock and amazement that briefly passed between the newcomers. By the time she turned around, they had both schooled their expressions and stood ramrod straight like soldiers during inspection.

Pinkie gave them a questioning look. "What are you doing? Relax, you're part of the family now."

Unsure at first, they slowly lost their stiffness and adopted more casual postures while Pinkie continued to mull over names. On her back, Feldspar did a good job mimicking her posture and contemplative expression.

"Ah ha!" Pinkie smacked one hoof against the other. "I've got it!" She walked over and laid a hoof on Chip-ear's shoulder. He stiffened under her touch but just as quickly relaxed under her smile. "From now on, I'll call you Calisson." She moved to the other, who half-shied away from her hoof even as he quivered in anticipation, "And you Fairy Floss!"

She stepped back to give them some space. "That is, if you like those names..."

But the rest of her sentence was cut off as Fairy Floss knocked the wind out of her. Pinkie felt a slight dampness on her fur. Through the intense hug, Fairy Floss... was crying? Did a name really mean that much to him? Or was there something more to it that Pinkie couldn't see?

She glanced up at Calisson, whose expression seemed torn. Pinkie smiled and beckoned with her free foreleg. "C'mon Cali, bring it in. You know you want to. It's alright, there's plenty of Pinkie to go around."

He was there before she finished speaking. Pinkie cooed back at them and held them tight as small wisps of blue flowed out of her and into them. This was going to be a strange ride, but Pinkie was never one to turn down new friends in need. And how hard could taking care of a few changelings be?

The next day, there were five changelings in her basement.

Territorial Expansion

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"This party cave," Pinkie observed critically, "Is getting a teensy bit cramped."

Her statement was not without truth. Though the cavern was of considerable size, by this point there were nearly thirty changelings camping out among, beneath, and on top of her supplies. A careful pony could still trot from one side to another easily enough, but if more kept showing up, then the little space remaining wasn't going to last long.

Pinkie weaved through the cave-turned-home with practiced ease. It helped that most seemed to move out of her way almost instinctively.

"Feldspar!" she called, "Feldspar!"

"I am here," the changeling announced as he appeared beside her.

Somewhere around the arrival of the tenth or eleventh changeling, they had begun to speak proper Equestrian. Simply at first, starting with small words and broken sentences, but with every new member their vocabulary seemed to improve. By now, most were as fluent as any pony. It was thanks to this that Pinkie had finally been able to learn what had happened to them. How Cadence's love blast had shattered their hive connection and scattered them to the four winds, leaving them lost, alone, and often starved to a near-feral state. It was only the sensation of a gathering of changelings that had drawn them to Ponyville, an instinctual feeling of safety and security radiating from the ones already settled in. After hearing this, Pinkie had made it her goal to promote such feelings so she could help as many as she could. Starting with improving their living space.

"Feldy, I need some ideas." Feldspar, after having fed solely off of Pinkie for several months, had hit a considerable growth spurt. He stood as tall as any pony, even slightly taller than Pinkie if one squashed down her mane. His days of riding were long over, much to their shared disappointment. He had also become rather stoic for a changeling. Unlike his chatty and energetic brethern, he preferred to keep his thoughts to himself, only voicing them when he had something important to say. Unless it was Pinkie talking, in which case he always replied. The others all treated him with a degree of respect; almost as much as they gave Pinkie herself. As such, he made an excellent sounding board for Pinkie to bounce ideas off of, since she obviously couldn't discuss changeling issues with her pony friends.

"Pray, tell me what is on your mind." He also spoke a little bit like Princess Luna, which Pinkie found adorable.

"Space," she said simply, "Space is on my mind. That and how fast we're running out of it. We need more room."

"There are... several options."

Pinkie perked up. She wasn't expecting him to have ideas already, but was more than happy to hear it. "Hit me with them."

He nodded solemnly. "One. We can all shift into smaller forms, thus doubling our space."

Pinkie shook her head. Too many drawbacks and more of a short term fix than a long term solution.

"Two. Given the rural town setting, we could easily replace several ponies and then convert their houses-"

"No." Pinkie said firmly. She was not often strict with the changelings she took care of, but there was some ground which she would not concede. "You know the rules. No kidnapping. No replacing. There's a better way to do things."

He lowered his head. "As you say My-" he caught her side-eye, "Aunt Pinkie."

Pinkie smiled, her peace of mind restored. She liked the Aunt title. It was pleasantly familial, but without the weird baggage that would come with an orchestras-worth of creatures calling her Mother. But titles aside, her space problem still remained.

"Three. We could expand the Party Cave through excavation."

Pinkie froze mid-step and Feldspar turned back to her. "That... could actually work," she mused. They were already underground anyway, what harm would there be in going further? But getting a construction crew to agree to keep her changelings secret would be a problem. Maybe she could write to Maud...

A thought struck her. "Are changelings any good at digging?"

"There are none superior." A note of pride entered his voice. "Before the Old Hive was such, it was a solid mountain. In fact, we have already been slowly enlarging and reinforcing the cave for some time, but feared not to expand too far before obtaining your approval."

Pinkie mused on this as an idea began to twist and grow in her mind. Like a strange plant of stone and air, her mental image of the three-chambered party cave began to grow and stretch. A hallway here, new storage there. A large space for the younger lings to play and exercise, maybe a pool even. Yes, yes it could work!

"Lemon Square! Carbuncle! Bundt Cake!"

Three changelings hopped to attention as she rattled off their names, all eager to please.

"Bring me a map of the town, any records of other underground structures, paint swatches, and an extra-large hot chocolate." Pinkie popped on a yellow hard hat. "Aunt Pinkie's gonna do some civil engineering!"

Over a dozen changelings watched in rapt attention as their benefactor sketched out plans for an underground series of tunnels and rooms that put anything Chrysalis had ever designed to shame. It was logical, yet elegant. Homey, yet functional. A trio of tiered floors that sunk deep into the earth and offered all the amenities one could wish for. She'd even planned for a pool!

"And... there... we... go!" Pinkie twirled the quill as she signed her name on the corner of the blueprint like an artist finishing their still life. She held it up and turned to her carapacious companions. "How's that look? Good enough?"

"Amazing..." someling breathed.

Pinkie beamed, instantly able to single him out from the crowd. "Thanks, Fondant! I tried my best."

Every changeling present inhaled deeply for a moment before relaxing with contented expressions.

"Now then," Pinkie continued, "This is a big job so we're gonna have to divide up the tasks. First, who wants to be on an excavation team?"

She was met with shocked silence. After a long pause, Feldspar, who often spoke for the group, took the lead. "You would have us choose?"

"Jobs aren't assigned?" Another voice queried.

"Of course not! Why make someone do a job they don't want to if there's someone else who does? That's just basic teamworking skills."

Once more the room seemed to hold its breath. Even the changelings in the next room over had stopped talking to listen in. Finally, one changeling raised his hoof.

"I would like to dig."

He was quickly followed by another. "Me too!"

"And me!"

"I'll be a runner!"

"I'd like to decorate!"

"I used to work in city planning. I can do management."

As was usual when dealing with her strange little band, Pinkie found a smile growing across her face. Their eagerness was so cute, like little foals trying to impress their mother with their art class projects. All they'd needed was a little encouragement and they were roaring to get started.

"Alright! Everyling divvy yourselves up into teams and elect a team leader. While you do that, Marzipan, you said you worked in city planning? Come give this a professional look. I know you all liked it, but I'm not an expert. Let's hop to it, everyling!"

The changelings cheered and quickly dissolved into smaller groups of quiet discussion and planning. Emboldened by the freedom they'd been granted, many changelings had their own small improvements to suggest and discussed in low tones how to work them into Pinkie's grand design.

"...we could put a fountain in the atrium there..."

"With a statue of Aunt Pinkie."

"A bigger one than Chrysalis had."

"Oh definitely. I think I felt Infiltrator 2312-0809 in town the other day. He used to sculpt. I'll invite him to the hive; I bet he'd jump at the chance to join."

"...think we could fit in a nursery?"

"Maybe. Have to be on a lower level so..."

"Single bedrooms?"

"I don't think I could take the isolation. Quad-bunks could work."

"We'll have to move this easternmost wing. If we dig it where she's drawn it we'll tunnel right into Twilight Sparkle's new castle."

"Better avoid that area entirely. Who knows how deep those roots run."

"Yeah, the last thing Aunt Pinkie'd want is someling popping up in a royal wine cellar!"

Foreign Relations

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The air of Rarity's workshop was filled with the soft humming of both the sewing machine and the dressmaker herself.

While she loved spending time with her friends and sister, she still longed for these rare quiet afternoons where nothing could come between her and her creations.

Alas, a knock on the door foretold that this peace was not to last. Rarity stopped and glanced at the clock. "How odd," she mused. "Did I remember the time wrong or is she early?" She set her sewing machine to standby mode, in case it was an interruption brief enough that she'd be able to return to her work quickly.

Five quick raps on the door came again as she descended the stairs into the store proper.

"Coming!" she called out, hoping her voice would carry.

The boutique was clearly closed, so it couldn't be a customer. Nevertheless, she took a moment before opening the door to smooth any stray bits of mane back into place and cast a quick spell to banish any loose threads or fabric scraps clinging to her coat. Refreshed and re-fabuloused, Rarity opened the door.

"Welcome to Carousel Boutique, where everything is- Oh! Pinkie Pie. What a pleasant surprise."

The pink earth pony waved. "Hiya Rarity. You got a minute?"

Rarity glanced at the timepiece above her window display. "For you? I have an hour." She stepped aside and allowed her friend entry.

Unlike her usual au natural style, today's Pinkie had apparently decided to accessorize. Her normally wild mane had its bangs held back by a trio of golden barrettes and she sported a fetching emerald-studded bangle on each foreleg. A bit of an unusual look, but Rarity couldn't deny that Pinkie made it work.

"I must say, I love your choice of accessories. A few pieces of jewelry really do change up a pony's look."

Pinkie smiled, but there was a strangeness in her eyes. "Thanks. They're... custom."

A long minute of silence passed between them. "To tell you the truth, I was being a tad literal about that hour," Rarity reminded her, "Starlight Glimmer is dropping by then. Twilight asked me to help teach her the values of friendship."

Pinkie nodded. "I know, She asked me to help teach her tomorrow. Okay, getting right to it then. I have a question and a favor to ask."

Rarity noted the unusually serious tone she had taken and mentally braced herself for some kind of trashy romance novel style confession. She walked over to a nearby pair of lounges and indicated for Pinkie to do the same. As they settled in, Rarity put her prodigious pony-reading skills to work.

Pinkie was nervous. That much much was abundantly clear from every little twitch and jerk of her body language. She had intentionally chosen seating that she knew to be more fashion than function to test Pinkie's reaction. The mare bounced in her seat, a small sproinging action that belied an excited energy. So she was both excited and nervous then. Meaning there was something she was eager to share, but for some reason worried about doing so.

"I- Do-" Pinkie hesitated and seemed to change her mind several times. She shook her head, curls nearly escaping their pins, before settling on a starting point. "Do you think Starlight can be reformed?"

"I-" Where had this come from? Of all the potential lines of inquiry Rarity had anticipated, this was an unexpected direction. "I would like to hope so. She made some bad decisions in life but she seems to be honestly trying to make up for them now."

"What about Discord?" Pinkie pressed, "Do you think he really changed for the better or has he just been fooling us and playing along this whole time?"

That was a slightly harder question and one which made the unicorn even more curious about where Pinkie was going with this. Still, she took her time to choose her words carefully. "I think he has changed. He's certainly not good at friendship --except with Fluttershy, but she's a special case-- but he's definitely a far cry now from how he was when we first met."

"But even though he could be faking it, you think he's genuinely made a change for the better?" Pinkie had begun leaning forward in her seat, so far she was nearly falling out of it.

"I... yes? But-"

"So you'd think that there's a chance that anypony --no matter what bad stuff they did before-- can be reformed? That they can turn over a new leaf and be good?" The mare leaned in so close she was practically fogging up Rarity's sewing glasses.

That was it. Enough games, it was time to cut to the heart of the matter. Rarity narrowed her eyes and shot Pinkie Pie a look. The kind of cutting glare that could make any crusader stop dancing around the subject and confess to whatever they'd broken. "Pinkie Pie, get to the point. What are you trying to ask?"

At the sudden shift, Pinkie seemed to realize just how much in Rarity's face she was getting. She let out a long, tension-filled sigh and sat back. "Okay. So... imagine you have this friend who has a friend. And this friend of a friend did some bad stuff in the past; used to be a real meanie. But then they made friends with your friend and your friend started helping them make a change. And now they're a lot better than they were and hardly lie or trick ponies at all anymore, but your friend is still worried about telling her other friend about their relationship because she's afraid of what they might think."

A glimmer of understanding twinkled in Rarity's eye. So, it was that sort of situation. No wonder Pinkie had come to her rather than Twilight. Still, she reasoned it would be best to push for a little more information before jumping to conclusions.

"And would this 'friend of my friend' be someone who had done something to me in the past?"

Pinkie considered that for a moment. "Kinda? The thing that they did wasn't directed at you personally, but you were involved later on."

It was an annoyingly vague answer, but not one that contradicted Rarity's theory. The details were still unclear, but she felt she understood enough to know where she stood on the issue.

"Darling, I understand completely and I want to help."

"Wait, really? But I haven't even-"

"Ah ah ah! You came to me for a reason, didn't you? You'll find I'm quite good at sniffing out the truth. So tell me," she leaned forward, chin resting on her arched hooves and eyes sparkling. Armed with a mare's intuition and snippets of context, she took a confident stab in the dark. "Which of those conpony brothers are you in a secret relationship with?"

Pinkie's voice caught in her throat and came out as a squawk of confusion. "Fwa-what?"

Rarity grinned slyly. That sounded like a hit to her. She pressed on. "Looks like my bits were right on the money! So,
Flim or Phlegm? Or was it Flam? Sorry if he's the one, it has been a while you see."

Pinkie made another strangled noise.

"Oh, no need to be coy, you've basically spelled it out for me. Come on now; tell me, tell me. Is it the one with the mustache? I always thought he seemed a bit more your type. Quite the fast talker too. I bet you two could have a conversation in half as much time as anypony else."

In a remarkable slap to the face of biology and science, Pinkie Pie managed to become even more pink than usual as a hot flush swept across her face.

"I- Wha- No I..."

"Come on!" Rarity cried, practically shoving herself down the poor pink mare's throat, "You can't just not follow up with all the juicy, juicy details after that!"

Pinkie shrunk back in her chair, her eyes darting like a cornered animal under Rarity's ever more predatory inquisitions. "I- I... Feldspar!" She cried in panic.

The bracelet on Pinkie's foreleg twinkled then disappeared in a flash of green fire. Rarity found herself pushed back as a figure rose between her and her quarry.

It was tall. Broad of shoulder and long of leg, with angular features that gave it an almost aristocratic look but were not lacking in menace. The scowl it sent in her direction as it took a defensive posture did not help alleviate this.

"Do not make such false claims if you value your life," he growled at her through bared teeth.

Rarity scrambled back, toppling over her chair. "C-Changeling! Pinkie! Run and warn the others. I'll hold it off." She grabbed a curtain rod in her magic and bared it like a quarterstaff.

"Sheer ignorance," the changeling frowned as he adopted a defensive stance, "I shall make you regret your slander."

"Whoa, whoa, whoa! Calm down everypony!" Pinkie jumped between the pair, forehooves spread to separate them. "Sparry, you need to take that and turn it waaay down from an eleven to like a two, three tops. Rarity's not a threat, I was just startled." She twisted her head. "And Rarity, Feldspar's not a bad guy. He's one of the ones I was just telling you about. You know, trying to turn over a new leaf?"

Unicorn and changeling eyes remained locked for a tense few seconds before the connection broke and their postures slackened. Rarity gave a brief rueful chuckle as she righted her chair.

"You know, somehow I feel as though I should have known that you, Pinkie Pie, would be the first to make friends with a changeling."

"Weeeell, not just one changeling." She tapped her hoof twice. "It's alright guys, you can come out now."

With much less showy transformations, Pinkie's other accessories return to their natural quadrupedal forms and arrayed themselves behind her.

Rarity took this with remarkable aplomb.

"See?" a shorter-than-average changeling with a crooked smile said to its neighbor. "She didn't freak. Told you she was the cool one."

"She could be in shock," the other replied.

Pinkie turned around and gave the pair of them a stern look. "Flossy, Andesite. You're being rude."

They hushed quickly with a small mumbled apology in Rarity's direction.

Though she'd been taking things in stride as best she could, Rarity couldn't help but be slightly surprised to see them cow so quickly to such a small scolding. She shook her head to force herself back to the present moment. "No, no, it's... fine. I'm fine. The surprise just... lost some of its shock value after the first reveal."

The first changeling --Feldspar, Pinkie had called him-- stepped forward and gave an apologetic bow. "I offer my sincere apologies for my overreaction. My awareness in that form was... limited. I reacted to her distress, and see now that I have caused Pinkie trouble. For that, I am sorry."

"Ooh, someling's been practicing their manners," Pinkie said teasingly. Feldspar merely gave her a wan smile.

"I thought it would please you."

Another changeling --Flossy?-- snickered, but was quickly silenced by a stern look from Feldspar. Rarity took this exchange in stride.

"Well. I suppose with this many guests I ought to get some tea."

After tea had been poured and more chairs acquired, Pinkie related the strange turn of events which had led her to become first a caretaker, then a landlady, and now something of a mayor. When it was done, Rarity took a sip of her now-lukewarm tea and sighed.

"That is quite the story. No wonder that you've seemed so busy lately, trying to keep a whole community running. But I am left with one question." She leaned forward, allowing her glasses to slip down her muzzle a little. "What do you need my help for?"

Unexpectedly, it was Feldspar who answered. "While Pinkie has helped us to grow and adapt socially and culturally, we seek your aid, Miss Rarity, in helping us adapt physically. Though we are attempting to grow and change from our former lifestyle, t'would be a waste of our inborn talents to abandon our changeling skills entirely. Thus, we intend to continue to use pony forms when interacting with ponies."

"Ugh, Feld, just spit it out already. We're trying to get her help, not bore her into podsleep." Feldspar glared at him but
Flossy ignored it as he turned to address Rarity directly. "Look, Rares --Can I call you Rares?-- We're all really good am mimicking ponies."

In a flash of fire he became her doppelganger and continued on in her voice. "Any half-trained nymph can do that. What we're not good at is coming up with original ideas." Another flash of fire and Rarity's reflection was replaced by a unique but vaguely uncanny pony. The mane she recognized as her own purple locks but cut in a short fringed bob. The coat was Pinkie Pie's shade, but stretched over a thin and wiry frame that looked more suitable for a pegasus than an earth pony. But the face was the worst. There was enough of her own to be familiar, but the strong jaw and smaller eyes threw everything off completely. She shuddered involuntarily at it.

With a final flare, he returned to black chitin. "Yeah, I know. And I'm considered good at that. Best we can do is mix and match parts and, as you experienced, ponies react pretty badly when they recognize only a part of someone they know."

"Indeed," she replied, still trying to get the haunting image of her own distorted face out of her mind.

"So we need you," he gestured to one of her many dress-bearing poniquins. "To help us on the physical side of things with your mastery of fashion, anatomy, and visual appeal."

Rarity blushed at the 'mastery' comment but managed to keep her composure.

"So what do you say?" Pinkie asked eagerly. "You wanna try designing ponies for a change?"

Rarity hesitated. The offer was... tempting. Certainly an interesting challenge. And she did often imagine, as she designed every outfit, the ideal pony to wear it, so it wasn't a stretch of her abilities. Still, she couldn't shake the worry that this was all some sort of changeling plot. A ruse, for whatever purposes, to enlist her in some treacherous scheme.

The concern must have shown on her face as one changeling, smaller than the rest, piped up. "We can pay, too!" He hefted a small jingling bag of bits. "We've got a real booming economy now!"

"It's not that. I mean, if I do agree then money certainly wouldn't be a concern, but... it's just..."

Rarity looked down as she felt something soft and far from chitinous on her hoof. It was Pinkie's. Her gaze rose to meet a pair of soft blue eyes, brimming with understanding. "I get it. You're worried if they can be trusted." She gave a soft smile. "That's totally fair. But you trust me, right? I'll vouch for their good intentions. I've known these five the longest and trust them as much as I trust you and the girls."

Rarity sat back as she let that sink in. While it did allay some of her fears, there was still a squirming tendril of worry. While Pinkie's words had been reassuring, there was some detail about that that set off alarm bells in her mind.

"Wait, what do you mean these five? Just how many changelings do you know?"

The five changelings tensed before glancing to Pinkie. She nodded.

Feldspar told her.

Rarity blanched at the number and wished her good fainting chaise wasn't at the cleaners. That many changelings, and right under everypony's nose no less. Which would mean a lot of work. Although... even if she accepted only a bit or two per design as a tip, that added up to quite the sum very quickly. With that kind of coin she could build an annex on the boutique. Celestia's bridle, she could probably build a second boutique from scratch!

Generosity though she was, that did not mean she wasn't also a businessmare.

Silently praying that she was taking the right path, she made her decision. "Well then, if it's like that then the sooner we get started the better, wouldn't you say? Who's first? How about you, Andesite, was it? I think I can picture you in a very nice muted turquoise."

A Royal Aside

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"Thanks again for helping me with all this paperwork, Twilight." Thorax lifted another pile of papers and sighed as he whacked them into his still unfamiliar antlers, sending them flying.

"It's no trouble!" Twilight replied with a smile, catching the pages easily before sorted them back into order. "There certainly are a lot of forms needed to get a new nation officially documented and recognized."

They lapsed back into silence, the air filled with nothing but the sound of six quills scratching (Twilight magically operated three at once to fill out forms that required triplicate documentation).

"Can I ask a silly question?" Spike asked. He set down his quill and began massaging his wrist.


"How many reformed changelings do you rule over?"

The changeling king set down his quill, deciding now was as good a time for a break as ever. "Well, I don't think of myself as a ruler, really, so much as a guide to help lead them in the right direction and... and I can see this isn't where you were going with this. About two hundred and some. We might be pushing three by next year."

Spike furrowed his brow in deep concentration, moving his lips silently as he worked things out in his head. "So," he finally continued, "Where are the rest of them?"

Immediately both Twilight and Thorax tensed up. Spike continued unaware. "I mean, during the invasion, Chrysalis had thousands of changelings ramming the dome and who knows how many more already disguised inside. What happened to all of them?"

The two royals shared a short glance before Twilight nodded, giving her permission to share. "We... don't know," Thorax admitted. "We noticed back when we first started to regroup at the hive after the invasion. Chrysalis never addressed it, so if she knew anything, she never told us."

"We have theories though." Twilight piped in. "Celestia thinks that they were scattered so far away that it became impossible for them to return. Luna..." She winced, "Luna thinks that after being weakened by Cadence's love pulse... most probably didn't survive the subsequent crash landing."

Thorax hung his head at the thought of his lost brothers, whatever their fate, and Spike began to regret opening this particular can of worms. But there was no closing the lid now, so he might as well see the topic through. "And what do you think?"

"Me?" Twilight asked. "I... don't know. On one hoof I don't like the idea of anycreature lost and alone or worse, but on the other..." She hesitated and even her autonomous quills stopped writing. "We looked for a long time. I know changelings are experts at hiding, but this was an active investigation with four alicorns involved and we never turned up more than the odd rogue scout. "

Spike was glad at that moment that he was not a changeling. Thorax's expression alone was more than enough to see his guilt and loss without even a special ability to sense it. "Since I became a king, I've tried to feel for them through the hive connection, but I've never got more than a few scattered signals. Not nearly the number we're missing. There's no way that would fail unless either one of the princess' theories are right... or if they somehow managed to form a new and separate hive."

"They can do that?" Spike asked.

He shook his head. "It's possible, but I doubt it. Not unless they found a new queen somewhere to link themselves to. And Chrysalis is the only queen I know of." He paused a beat. "Who is now missing and on the lam. Oh dear."

Twilight frowned. "Well that's one more thing to worry about at night. Maybe we should start up the search again? Dust off some of our old theories. Retread old ground."

"Agreed. Maybe I can lend a new perspective."

"But for now," she lifted a new scroll in her magic, "Form 106-11B: Verification of Legal Ownership of Claimed Territory."

Thorax sucked through his teeth. "That one's going to be tricky. Pass me that book again on property code."

With a sigh, the room descended back into the quiet of scritching quills. Up near the ceiling, ensconced behind a crystal outcropping, a large and rather intelligent-looking beetle scurried away. It had learned something very interesting.


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Pinkie slid down the firemare's pole and hopped off onto a cushioned pad. What had once been merely a party cave hewn from raw stone was now a well-lit and pleasingly decorated foyer which wouldn't have looked out of place in an upscale hotel. A changeling was waiting for her and had been for some time based on the look she received over the edge of his glasses.

"Welcome back, Overseer. You are thirteen minutes behind schedule."

"Sorry," she apologized, "Got held up at the school."

He snapped shut a small pocketwatch and slipped it away. "I suppose it could not be helped then."

The pair turned and began to walk down a long corridor. "So, what's on my schedule today, Jasp?"

The changeling, Jasper, adjusted his glasses and consulted his clipboard. "You have a meeting with the economic advisor to discuss the sale of the new resin products in Manehattan and Phillydelphia. This will include the necessary paperwork to establish a front company for shipping and transport. Following that, the engineering team has requested your review and approval of the new chambers under construction. You also have an open Q&A session for solving friendship problems, a dedication ceremony for the sixth-floor mushroom arboretum, and a trip to replenish the reservoir."

Pinkie nodded. It was a lot of work, but she enjoyed it, knowing all the good it was doing her changelings. She waved at a few as she passed and they returned the greeting with wide smiles and called out to her. Exactly what to call her had become something of an issue. Landlady and Hostess had both become slightly ridiculous once their numbers entered the hundreds. Miss was too impersonal for those she considered family, and even Aunt was starting to wear thin. Some of the bureaucrats settled for Overseer while other changelings tried out Boss or Big Sis with various degrees of success. A faction favoring Mistress had briefly formed, but she nipped that one in the bud. Frankly, Pinkie would have been happy with no title at all, but that was one thing all her changelings were oddly insistent about.

"Wowzers, this is a pretty nifty room!"

Pinkie walked among tall pillars that held up the enormous chamber. The room was vast yet sparsely filled, giving it a sense of airiness despite being underground. Three tiers of balconies ran along the edges, making full use of the high ceilings. She ran her hoof along one wall, where creamy-white bricks reflected the lamplight like rainbow stars.

"How'd you make these?"

"It's changeling resin," answered Lead Engineer Quartz, "Stained white with lime and flecked with gemstone shards. Chalcedony's pet project. He's still working on a name for it."

"I like it! It's like the wall is made of confetti cake. Except it's concrete. Ooh! Confetticrete!"

Jasper marked it down on his clipboard. "I'll let him know of your decision."

"My suggestion," she corrected. "But yeah, I like it. In fact, I think I'd like to see more of it used around the place."

"I'm sure he'll be delighted." Quartz began walking towards the far end of the room, "If you'd follow me please, Chief."

They trotted to the far end of the room where all the architectural lines seemed to lead. On the edge of the wall sat a five-tiered dais like a short and very wide wedding cake. Atop it was a most unusual chair. Or possibly a piece of modern art depicting either a broken eggshell or a ring of fire frozen in place. But it did have a large cushion in the center, so Pinkie placed her bets on it being a chair.

"Cupcake and his guys've been working real hard on this," Quartz continued, "Very traditional changeling style. 100% hoof sculpted. It ain't done yet, but once they put the enchantments in place, it'll be able to tank a hit from an alicorn and you'll be able to whisper a speech and have the whole hive hear you. Both at once if you're feeling adventurous."

"When have I ever needed to give a speech to the whole hive?"

"Consider it future proofing," Jasper interjected. "Better to have a place and not need it than need and not have it."

"Hmm... alright," she agreed, "In any case we can always use the space for extra big celebrations."

"It can double as a ballroom," Quartz agreed. "Though-"

Whatever he had been about to say was interrupted by a low rumble from the changeling's stomach. He blushed, giving his chitin an odd blueish tint.

Pinkie grinned. "Hungry?"

"A tad. I skipped lunch to finalize the designs of the new hot springs."

She tutted at him. "Quartzy, skipping meals is no good. Here, have a snack." Pinkie closed her eyes in concentration. Slowly, a thin blue mist began to waft off her body. After years of getting to know the sensation of her emotions being pulled, she'd finally learned how to push. Quartz sucked it all in eagerly.

"Thank you," he said when they were done.

"No prob, Bob. I was planning on dropping by to top off the reservoir later today anyway."

"Speaking of continuing with the schedule," said Jasper, "If all is well here then we should make haste to-"

"Boss Pinkie!" A changeling burst into the room at full speed, wings buzzing like a hummingbird's for even the smallest extra boost of speed. He slammed to a sudden stop mere inches from colliding with the assembled group and turned his face to Pinkie, eyes alight with both excitement and panic. "It's time! It's happening!"

The color drained from Pinkie's face then immediately rushed back with twice the force. "You mean-"


"How long?"


Pinkie was out the door so fast she left behind a pony-shaped cloud of dust. Jasper sighed and flipped down a few pages in his clipboard. She was going to need a clear day for this. Possibly two.

Meanwhile, Pinkie barrelled down the corridor with the force of a runaway freight train. Walls of polished stone and bodies of polished chitin flashed by her in a blur as anything that could get out of her way did so as fast as possible.

She raced across the atrium where the larger-than-life statue of herself poured a stream of thick blue honey from an open present into the pool below.

She bobbed and weaved through the marketplace, leaping over merchants and sliding under their stalls.

She galloped through a new underpass, still under construction, giving neither a thought nor a glance to either the Head Foreling, her sister Maud, or whatever design choice they were arguing about today.

Dragging her tail to bleed off speed, she launched onto a firemare's pole, slid up its brassy length, and disembarked on the third floor with a leap that barely missed hitting a shocked changeling going down.

Finally nearing her destination, she skidded around a corner and violently forced herself to a stop just before a pair of double doors. A single attendant stood outside, waiting for her.

"Did it happen?" she asked, panting and out of breath, "Am I too late?"

"You're just in time," he said as he opened the door. "Inside, quickly. And quiet."

The inside of the room was dim, lit only by a ceiling carpet of glowing moss. Of all the many rooms and passages in the hive, this one held the truest to traditional changeling aesthetics. No ling wanted to risk mucking up the process by changing something they didn't know was important.

In the center stood two changelings and a patch of what looked like strange rounded mushrooms wearing ripped fishnets. Pinkie approached on silent hooves.

"Is it time?" Her body practically vibrated with the amount of sheer excitement she was forcing herself to rein in.

"Soon," Feldspar nodded. "Quicker, now that you are here."

Pinkie turned to the other, a changeling smaller than Feldspar with more rounded features. "How do they look, Nurse Velvet?"

"I've never seen a healthier clutch," she admitted, "Nor better fed. They might actually come out fat."

Pinkie giggled as she pictured teeny tiny roly-poly changelings. That would be funny. But she'd prefer it if they didn't. She wanted them to be healthy.

"It's starting..." Feldspar's voice hitched at the sight.

Before them, the round fishnet-mushrooms were glowing. They pulsed a soft blue, out of sync with each other but all slowly increasing in tempo. The lights came faster and faster as they began to jolt and jerk. Pinkie gasped and reached out to touch one, to protect it, but felt a firm hoof holding her back.

"No," Nurse Velvet whispered, "This is what's supposed to happen. This is good!"

The pulsing glow entered epileptic territory as the brightness drowned out the glowmoss and cast sharp shadows across their faces. Feldspar and Velvet snapped shut their inner eyelids to block out the worst of it. Pinkie had no such protection.

A part of her wanted to look away, but she found she could not. A far stronger force told her to look, to watch, to not miss a single second of the miracle that was about to occur. Her heart sped up in time with the lights, beating in her throat like a seizing bullfrog.

There was a sudden flash of light that put everything prior to shame, and then the dark returned.

All was silent.

And then it wasn't.

A small cracking noise permeated the still air, like ice cubes dropped in a warm drink. Pinkie reached out blindly till she found Feldspar's shoulder. "My eyes! Fix my eyes!"

She could not see his horn glow, but she could feel its effects as her darkvision was quickly restored. From the darkness came the sight of eggs slowly moving, shaking, hatching as little bits of shell began to flake and crack. She hunched down till she was nearly lying prone and brought her face as close as she dared. Neither of the changelings moved to stop her and she didn't want to miss a thing!

The egg before her cracked and a few black chips fell away like paint off an old portrait. A small white nub poked at the hole, followed by another. As it shifted its weight, the resin stalk holding the egg aloft flexed and bent, allowing it to lean down to the floor. Just before it touched down, the resin snapped and the egg popped open, depositing a slimy ball of goo on the floor.

More eggs were doing the same, but Pinkie was transfixed by the one that had hatched first. It was small, semi-translucent, grub-like and the most precious thing she had ever seen.

Working away at tendrils of embryotic slime, the nymph --so small it could fit sit on her hoof-- blinked for the first time and opened it's giant, soulful, pink eyes.

"Pink?" Pinkie asked, but it was less a question and more a stray thought slipped into the open. Its eyes were pink, yes. As was the tint to its unhardened exoskeleton.

Nurse Velvet opened her mouth to answer but stopped at a look from Feldspar. He shook his head. It wasn't time yet. She still wasn't ready. Nodding, Velvet gave a different answer. "It's an effect of getting all of their food from a single source. Nothing to worry about. I'll give them a full check-up in a few minutes, but at first glance they all appear to be perfectly healthy."

Pinkie said nothing, all of her awareness focused on the tiny creature before her. It twisted about, squinting new eyes even in the dim light of the moss. She could nearly make out organs pumping beneath its fleshy skin. It was so delicate, so fragile. And it was hers. She'd helped bring this life into the world.

"Hello little one," she whispered on the faintest of breaths. "Welcome to the world."

The squirming little changeling nymph turned, perhaps at her voice, perhaps merely from the breeze she'd caused. It moved slowly, flopping its pudgy body along until both it and Pinkie filled each other's vision. Then it reached forward and latched onto her snoot in the tiniest hug Pinkie had ever received.

Pinkie had acquired many titles since the changelings had come into her life. Overseer. Project Head. Boss mare. But until now, she had never done anything to earn the title of Mother.


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Pinkie practically melted into a puddle of bliss as she sank into the steamy water. A towel turban kept her mane out of the water as well as a few things she didn't want getting wet. Pronking really did a number on the hooves, especially now that she had twice the distance to travel and far more than twice as many friends to visit every day. Adding a hot spring to the pool area had been a stroke of genius.

She took a long slurp of her fruity drink and let the tangy exotic flavors play across her tongue. Citrusy ice really was a perfect complement to steam. Though her eyes were closed, she felt the water ripple as someone entered the spring beside her. A soft groan gave his identity away, not that it had been that much of a mystery.

"Mmm," Pinkie leaned till she felt firm, warm chitin meet her cheek. "Long day?"

"Indeed," came the tired response. "Several nymphs escaped the kindergarten again. They were finally found playing in one of the fountains. Their caretaker swears she merely turned her back for a moment afore they vanished."

Pinkie tittered lightly. "I remember when I used to do that when I was a foal. Drove Mother and Father crazy."

Feldspar chuckled, a deep throaty noise that made his armored plates vibrate against her. They sat in silence for a time, each content in the moist air and each other's company. After enough time had passed for Pinkie's hooves to feel at ease again, Feldspar reignited the conversation.

"I spoke with the fifth construction company today."


"They report progress on the banquet hall is moving faster than expected. It may be weeks rather than months before it is completed."

He shifted his weight as Pinkie suddenly rose up from his side, eyes aglow. "Really? That's great! Then that's one step closer we'll be to the big reveal!"

Feldspar took a deep breath of her joy, but maintained his collected composure. "Are you sure, absolutely sure, that revealing ourselves is the best course of action? Once done, it cannot be taken back."

Pinkie gave him a playful shove. "Of course I'm sure, silly. Not like I've been planning this out for years now or anything. You panicked just the same when I brought up revealing the hive to Rarity, and didn't that work out exactly how I said it would?"

He had no comeback for that.

"It's simple." She tapped her temple. "Can't be discovered if everyone already knows about you. That's modern thinking. It's all part of my master plan which I call the Get-Everypony-To-Start-Liking-Changelings-And-Accept-Them-As-Who-They-Are Plan."

"Once more I must commend your decision to form a committee to decide on all official location and project names in the hive."

Pinkie ignored him and continued. "Already a lot of changelings are making friends with the ponies upstairs using their own personalities. And with our resin products selling well across the country, we've got a good stable economy and host of ponies who respect us for our skills." She paused to drain the last slushy drips of the vibrantly blue, umbrella-topped drink. "All that's left is a little bit more positive propaganda and finishing off all the construction down here. Then everything will be ready for the big event! Nothing can go wrong!"

Her words hung in the air like a raised guillotine.

And then the blade of disaster came falling down.

"Intruders!" A hefty changeling crashed through the doors, his speed whipping up a wind that dispersed the gathered steam in seconds. "Invaders! Ponies in the hive!"

Pinkie leaped to her hooves and scrambled onto dry land. Feldspar was already there, grilling the messenger for further details. "Where, how, and how long ago?"

"Also who?" Pinkie added.

The changeling, Cobble, struggled to speak through his own laboured breathing. "Just... few minutes ago. Not sure where they came in. Somewhere... east side of town. It's... it's the Element Bearers!"

Pinkie felt her heart stop and her breath catch in her throat. "My friends... No, no we're not ready! Nothing is ready yet!" Sure she'd planned to introduce her friends to the hive eventually. But slowly! Easing them into the idea one at a time once they were ready, like she'd done with Rarity. They weren't supposed to find out on their own! It was like a birthday pony walking in on the surprise party before the food was even laid out yet, only with much bigger consequences!

Just as she felt herself beginning to hyperventilate, Pinkie felt a strong hoof on her withers. She looked up and found herself pulled into Feldspar's ever-calm and composed gaze.

"It's alright," he soothed, his voice acting like a balm to her nerves. "We can handle this. Just tell us what you need."

That's right. This was bigger than just a spoiled surprise. The fate of her changelings counted on the first meeting going well, and it was about to happen whether she was ready or not. They were counting on her! Besides, what kind of party planner would she be if she couldn't react and adjust to a few unexpected hiccups in the schedule?

Pinkie took a few deep breaths and calmed herself. The situation was not yet lost. "Okay. Okay. We can still make this work. Just have to spin it a little."

With a purposeful stride, she headed out of the hot springs, Feldspar and Cobble hot on her heels, unconcerned with the water her soaked fur left in her wake. Changelings took notice as she passed, and sensing the mood, dropped whatever they were doing and followed. It didn't take an emotivore to sense the determination and seriousness behind her eyes. Pinkie scanned the crowd of followers as it grew, quickly sorting through who she had on hoof to work with and how to best put them to use.

"Bittersweet," she called, not even slowing her stride.

A changeling sped up to her side. "Yes!"

"Get a team of runners and start channeling them towards the ballroom. Use the service tunnels to get ahead of them and put up some fake walls over any routes that would take them down the wrong way. Chiffon!"

As Bittersweet darted away, another changeling took his place. "Call up party teams A through G and have them start setting up a Priority One party in the ballroom. Get everything arranged but keep it cloaked till I give the signal."

"Priority One? But that's-"

"Princess level. I know. But we only get one shot to make this right, so I'm not pulling any punches."

He nodded and moved to gather his teams before hesitating and turning back. "What's the signal?"

"It's 'Surprise!', of course."

Twilight's mind raced as she slowly traversed the labyrinth of alien architecture. How could she have missed it?! Changelings. In Ponyville! A whole hive right in her own backyard, and here she was caught completely unprepared.

For that matter, what was this place? She could hardly believe it was built by changelings; it was so far removed from the badland's hive in terms of design. Maybe it was an ancient ruin, left behind by some predecessor society lost to time, to which the changelings had merely moved in. Either way, they'd taken great measures to remain hidden. Even at the edge of her awareness, she couldn't help but acknowledge the sophisticated array of wards and anti-scrying spells built into the very walls. If they hadn't tipped their hoof by tunneling into Rarity's basement, she doubted they'd have been found before it was too late.

All the signs had been there. She'd seen how Ponyville's population seemed to be growing despite no new housing being built, but had dismissed it as tourists. She'd bought some of the strange new items at the market, but never wondered where they came from. Guilt gnawed at her like a dog at a bone, but she was at least grateful that she didn't have to face the consequences of her mistake alone.

"This is insane! I can't believe she managed to build a whole hive underneath us without anyone knowing!" said Rainbow Dash, who found the hallways thankfully tall enough to fly through.

"That Chrysalis sure is a sneaky one," Applejack agreed.

"I hope Pinkie Pie is alright." Fluttershy looked like she'd rather be absolutely anywhere else right then. "I can't imagine how scared she must be. Kidnapped by scary unreformed changelings from her very home!"

"Oh, I wouldn't worry about her," Rarity said off-hoofedly, before quickly adding, "I mean, they're probably keeping her in a pod. That's what changelings do, right?"

Twilight refocused on that point. Rarity was right. It wasn't just that there were changelings under Ponyville, but they had also kidnapped one of her closest friends! Using that as her center, she channeled all her guilt, her fear, and her worries into anger. It wasn't the friendliest of emotions, but it could sure get things done!

"Come on everypony!" she said with renewed determination. "Let's go! There's no time to waste!" She picked up her pace to a strong gallop.

"Yeah! Now we're talking! Let's kick some changeling flank!" Rainbow Dash was quick to match her pace. The other three sped up as well, with varying levels of enthusiasm.

Countless hallways, staircases, and empty rooms later, they found themselves at an ornate pair of double doors. They knew this had to be the place since the branching pathways had grown fewer and fewer as they'd approached it. What few changelings they had seen during their rampage had been quick to dart away into holes too small to follow, but they'd led Twilight and her friends to this inner sanctum all the same.

Having long since abandoned stealth, Twilight knocked the doors off their hinges with a powerful blast of magenta magic. Blue flamed torches flared to life along imposing columns, revealing an oppressive and ominous throne room. At the very end of the room, seated on a throne that couldn't be a more perfect match for the one Starlight had once described, was Chrysalis herself.

Twilight knew it had to be Chrysalis because no one else would have had the arrogance, the sheer unmitigated gall to disguise herself as their missing friend. She wasn't even trying to pretend she really was Pinkie as she pet a changeling that slept on her lap like some kind of megalomaniac's cat. The mockery only served to stoke the fires of Twilight's anger.

"Welcome everypony," Chrysalis said, her word dripping like venom through an insultingly poor mockery of Pinkie's voice. "To the ultimate surp-"

"Cut the act Chrysalis!" Twilight interrupted, her horn already alight. "I don't know what your plan is, but you'd better return Pinkie to us right now if you know what's good for you!"

The changeling queen paused, only to further the insult by playing dumb. "What? Who? No, it's me, Pinkie. You know, friendly baker and local Element of Harmony?"

"You're not fooling anyone with that ridiculous charade! Drop the facade and give Pinkie back to us!" Twilight fired a warning shot. Before it connected, a baker's dozen of changelings dropped from the shadowed ceiling, cast a shield, and took up a defensive formation. "See? Your minions give you away!"

"But I really am Pinkie," she insisted, "I'm not Chrysalis!"

"No, but I am."

Applejack and Fluttershy yelped in surprise and scrambled back as Rarity was consumed by green fire. Lanky black legs pushed out from alabaster fur as her horn twisted and grew like a tortured branch. Gone was the trusted fashionista, replaced by a maliciously grinning dictator.

She strutted forward in the shocked silence, swaggering across the throne room like an oversized feline. The ceiling and balconies, previously seeming to be empty, lit up with hundreds of glowing eyes at her reveal. Her smile widened, showing off as much fang as possible. "You've done well, my minions," she crooned, her trilling vocal reverb played to full effect, "to build a new hive worthy of your Queen. And to do it right under the enemy's muzzles!" Her cackle bounced and echoed across the hall, filling the space like a cloud of knives. "I couldn't have done it better myself. Well, obviously I could have; for one thing, your sense of aesthetics has become terribly warped in my absence, but no matter. Your beloved Queen has returned to take her rightful place and lead you to victory. Now, capture these insufferable ponies and let my new reign begin!"

She punctuated her speech with a dramatic pose, too perfect and practiced to be spontaneous. A long and awkward moment passed as not a soul moved to obey her order.

"Momma?" a small voice asked. "Wha's goin' on?"

All eyes turned to the throne, where the small changeling on Pinkie's lap slowly rubbed the sleep from its eyes. It's vibrant and undeniably pink eyes.

Pinkie sighed. "And now you've gone and woken up little Cherry Pie. They were right, you really are a terrible parent."

"Momma," Cherry Pie continued, tugging at a curly lock. "Who's dat big chan'ling?" The tiny pink-eyed changeling pointed at the horror-struck Chrysalis. "She looks mean."

"What- what is this?" Chrysalis barked, her voice torn between fury and fear. "What have you done?!"

"She has done what you never could." A tall changeling emerged from behind the throne and took his place at Pinkie's right hoof side. "She fostered loyalty, built trust, and forged a genuine bond of mutual respect."

"I am your Queen by birth and by right." Chrysalis's voice came low and harsh, more snarl than actual speech. "You will obey my commands!"

"You are many things, Chrysalis," Feldspar continued, his tone carefully measured while his expression openly radiated his disgust. "You are a bully, a tyrant, and a coward, but you are no queen. If you want to see a queen, you have only to look to that throne."

Pinkie waved.

"Pony she may be, but Pinkie Pie is more of a Queen than you ever were."

"She gave us food," one changeling said, stepping forward between Chrysalis and the throne.

"She gave us names," added another, who blocked her path to the exit.

"She gave us a home," supplied a third as he and many more began to draw ever closer, cutting off any chance at escape.

"And she gave us the freedom to choose," Feldspar concluded. "And with that freedom, we would choose her over you a thousand times over. For her love and her joy are shared without end, while you never had any to give.

"No!" Her cries were more bestial than equine now, fueled by unbridled rage. "You are mine! Do you hear me? Mine!"

"NO!" Feldspar shot back just as fiercely. "We are ours! And we are hers. Guards!" A team of changelings outfitted with dense pink-shaded stone armor emerged from the crowd. "Arrest this miserable excuse for a changeling and throw her in the dungeon!"

"We have a dungeon?" Pinkie asked, genuinely surprised.

Feldspar flinched. "Sorry, old habits. I mean deliver her, bound and muzzled, to the proper authorities."

They stepped forward, but Chrysalis was beyond words now. With a banshee-like howl, she lit her horn and fired a beam of acidic green magic at Pinkie. It didn't make it a fifth of the way before being blocked by multiple shields. Continuing to shriek, she turned her magic on the still approaching guards. Yet every spell she cast or magic she fired was just as quickly snuffed out or block by the magic of countless nearby changelings. The changeling queen screamed and fought to the bitter end, but to no avail. With almost anticlimactic ease she was overpowered, magically sedated, bound, and transported out.

Twilight and her three remaining friends watched these proceedings with mute cocktails of shock, confusion, and bafflement. They didn't react as the changelings presented Pinkie with a small crown, modeled after Chrysalis's but in blue and pink, nor did they react as they celebrated her accepting it. It wasn't until the party decorations were revealed and they had each been presented with a mug of cider and a party hat that any of them finally snapped back to reality.

"Wait, why do you guys have cider?" Rainbow Dash broke out of her shock and instinctively drank it. "And why is it so good?"

"What... what just happened?" Twilight managed, her mental gears still spinning but not quite clicking.

"I think... the changelings ain't our enemy," Applejack ventured.

"And that Pinkie is somehow behind that," added Fluttershy.

"That's pretty on the money," Pinkie said cheerily as she left the throne and trotted over, Feldspar standing proudly by her side and Cherry pie riding in her mane. She chuckled awkwardly as she reached her friends. "Not exactly how I expected this day to go down, but, eh, that's life. So, girls," she spread her forelegs welcomingly, "Now that you're here, welcome to the Joy Hive! Which I guess I'm Queen of now. Apparently."

"Oh Pinkie," Feldspar chuckled, "you have always been our Queen. We may have used other titles out of respect for your humility, but a Queen you have most certainly been in action, if not name."

"You're... you're really Pinkie?" Twilight asked. "The real Pinkie Pie?"

"Yepperooni! I'm the realest, pinkest, pie-est Pinkie Pie that ever pinked a pie."

"Sure sounds like her," Applejack vouched.

Twilight shook her head. The emotional whiplash of the last half-hour too much for her to process. "How did this happen?"

Pinkie giggled and raised a hoof to pat Cherry as the nymph played with her crown. "It's kind of a funny story really. You know how when you were a filly, and your parents always told you not to feed the stray cats cause they'd keep coming back? That's how this all started."