Chapter 1
King Thorax watched as several reformed changelings attempted to wrangle a changeling named Scutellum on a rampage in the throne room atop the hive. Scutellum was one of the few remaining ‘black’ changelings: the ones that had not yet transformed and were still swearing allegiance to Queen Chrysalis. Several other black changelings were a young female named Elytra and Thorax’s older brother Pharynx. Unlike most black changelings, these three had different colored wings, shells, tails, eyes and head spikes that helped them to stand out. Pharynx was purple and maroon, Elytra was orange and yellow and Scutellum was indigo. Their head spikes were more prominent than the others and Scutellum wore a large armored scale on his chest. Chrysalis had branded him with this special scale when he was appointed general of the changeling army. Now that Thorax had formed a rebellion and Chrysalis had been driven away, Scutellum felt his position had been snatched from him. Thorax wanted to reform every changeling he could and had been trying so hard with these three. Scutellum was the most worrisome of the trio. He was already causing a scene after having a disagreement with one of the guards. Over a dozen changeling attendants and guards had arrived to help take him down.
“EVERYONE, QUICK! HE’S OUT OF CONTROL!!” shouted Thorax.
“AAARRGGH! LET ME GO, FOOLS!” hissed Scutellum.
“Thorax, please, there has to be a better way!” begged Elytra.
“Bro, leave him alone! He needs to express his feelings! The Queen always allowed us to do this!” Pharynx told his brother.
“Queen Chrysalis isn’t here and that’s not how we do things under my rule!”
“Yeah, unfortunately.”
A changeling soared past them and flattened against a large stone. Scutellum had transformed into a large, red beast that resembled a dinosaur with spiky plates on its back and a long horn protruding out of its snout. The beast roared ferociously and ran in a circle, ramming into rocks on the ground and pushing changelings out of the way.
“King Thorax, I don’t know what to do! We cant’ subdue him like this!” said one changeling that had given up trying to stop Scutellum.
“We concentrate our firepower on him!” Thorax told his subjects.
“What?! No! Thorax, you’ll hurt him!” Elytra shouted, pulling on Thorax’s leg.
“We’ll fire stunning shots! It should cause him to change back if we work together!”
Several reformed changelings emitted beams from their horns at the same time and zapped Scutellum in the head. Scutellum roared and tried to fight the effects, but it was no good. He finally transformed back into his true form and fell to the ground.
“Scutellum, that’s enough!” Thorax shouted.
“You idiots! I am trying to return us to glory!” Scutellum responded, angrily.
“Yeah, by trashing the throne room!” scolded a male changeling off to the side.
“Why can’t you just be normal like the rest of us?” asked a female next to him.
“NORMAL?!” Scutellum snarled. “You call this normal? We were once warriors! We knew when to act! We were not afraid to attack ponies and feast on their love! I was once a general before all this! What has become of us?!”
“Scutellum, I already told you: we don’t do that anymore,” said Thorax. “We don’t need to feed on love in these new forms. Instead we eat like other creatures do, and it keeps us healthy. If you, Pharynx and Elytra would just transform and-”
“He’s right though,” Pharynx interrupted. “We were all better off under Chrysalis. We’ve gone soft.”
“I have to agree with your brother,” Elytra added. “It’s not right. Mother knew how to act. She was strong.”
“And you aren’t. You never were, Thorax.”
“Everyone, please,” Thorax said, trying to calm them down. “Can we all just get along? You don’t see the other changelings behaving like this.”
“BECAUSE THEY ARE FOOLS!” Scutellum bellowed. “You are all unworthy of the horde and would be punished severely if the queen were here!”
“Scutellum, please. They’re still family,” Elytra said, standing next to the wild changeling. “Look, Thorax, all I’m saying is we each took an oath to remain loyal to Mother. Now that we’ve broken that oath, we have nothing left to live for. The horde is split because of what you did to her.”
“Easy for you to say! You were her favorite!” said a changeling.
“Yeah, that’s why you call her ‘mother’!” another added.
“Look, I know she favored me, but we were all her children.”
“Not all of us, Elytra.”
Elytra heard a recognizable voice from behind her. She looked back and noticed a young changeling her same age that she hadn’t seen yet. The changeling was teal with a red shell and wings and sported a fin on her head that resembled her wings. She stood between two adult changelings: a blue male with a spikey shell on his back and no tail, the other a darker teal female with the same wings and tail most of the others had grown. Behind the latter were two children that were pink and green. Elytra had never seen this changeling talking to her, but she recognized the voice right away.
“Ocellus?”
“Mom and Dad told me to be ready for the day we’d betray the queen if things got out of hand.”
“Mom and Dad? Wait…you…you’re not direct offspring of the queen?”
“This is my family. Carapace and Spiracle are my parents and Lumbar and Axilla are my siblings. They had us in secret and put our eggs in with all the others, so Chrysalis would never find out.”
“You…I can’t believe you kept this from me! You know changelings aren’t allowed to mate to have their own young! Everyone must be spawned from the queen!”
“She’s not the only one. I also have a mother and father,” said another younger changeling, stepping forward.
“There are quite a few of us that mated and had children,” added one of the adults. “Rebellion has been on a lot of our minds. Why do you think those of us who were in the throne room defected so quickly?”
Elytra and Pharynx stood with their mouths wide open. Scutellum could do nothing but grit his teeth and hiss.
“INSOLENCE!” he snarled, standing between them.
Scutellum looked as if he was about to go ballistic again. Pharynx was the more reasonable of the two, so he rushed in front of Scutellum to stop him.
“Alright, Scutellum, maybe we should just calm down for now,” he said.
“How can I be calm when I am surrounded by traitors?!”
“I know how you feel. I’m angry too, but it’s just the three of us against all of them. We’re just going to make it worse.”
“They need to be taken to the feelings forum!” one changeling suggested.
“That’s right,” another added. “Tymbal started that so we could properly cope with the changes we’re all going through. They are welcome to vent their frustrations there, but violence is unacceptable!”
“I agree,” Thorax said, turning to the three black changelings. “Maybe you’ll all feel better if we take you to see Tymbal.”
“Nonsense! The feelings forum is full of Equestrian propaganda!” Scutellum barked.
“Bro, I don’t think that’s going to work,” Pharynx added.
“Look, I think this is what’s best for everyone, including yourselves. Please, just one session,” Thorax begged.
“Ugh, fine!” Pharynx grumbled.
Two large changelings that resembled scarab beetles lead Pharynx, Elytra and Scutellum away as Scutellum kept hissing. He could not transform after having been stunned by the blast from earlier, so he had no choice but to comply. Thorax watched them as they disappeared into a cave entrance that lead to a lower level of the hive where Tymbal ran the feelings forum. He sighed deeply.
“I just wish I could make them understand,” Thorax said, hanging his head.
“Do you think I should help out, King Thorax?” Ocellus asked him.
“I don’t know, Ocellus. I know you’re friends with Elytra, but she’s still too attached to Chrysalis. I can tell my brother doesn’t want to leave us despite how angry he is with what happened, but it’s Scutellum I’m really worried about.”
Scutellum, Pharynx and Elytra sat among the reformed changelings as the feelings forum went on. They were not the only black changelings present. There was one other female named Antenna that had been curious lately about reforming. She glanced at Scutellum, but he grimaced in response. He knew what was on her mind and was not in any mood to be friends with her. Pharynx and Elytra both looked uncomfortable too, though more patient than Scutellum. As they sat, one of the reformed changelings spoke emotionally about his feelings while the others listened.
“I can’t really explain it, but I still miss how things were back then. I just need to keep telling myself that we were in the wrong and reforming is the best thing that’s ever happened to me. I’m happy now, but I kinda feel like I lost a part of me. Thankfully craft time is keeping my mind busy. I think I might get more involved with it.”
Tymbal, the head of the feelings forum came forward to comfort him. She wore a band around her head, a pair of glasses, and a robe. Her attempts to fit in with pony culture and form this club seemed to help the changelings, but Scutellum was disgusted to see one of his own kin dressing like a pony.
“Very good, Clypeus,” she said. “It’s good for us all to vent our emotions like this. A lot of other changelings feel the same way, but we won’t do ourselves any favors keeping it bottled up.”
Clypeus walked back as the others applauded. Tymbal then turned towards all the black changelings to speak.
“Is there anyone here not-yet-reformed that would like to speak? We will not stop you from doing so. Everyone is allowed to share his or her open and honest opinions, positive or otherwise.”
Scutellum turned his head and grunted, while Pharynx looked cross. Elytra decided to speak up in their place.
“I’ll say something,” she said.
“Feel free, dear. The forum is open to you.”
“Look, I know I may be in the minority, but you all have to understand that you did the wrong thing. We were once a grand and glorious empire, but our society became pathetic and weak as a result of the rebellion. This feelings forum just proves my point. Mother didn’t care what was on our minds, so long as we did as we were told. We were so close to victory, and then you all took it away the moment you followed Thorax’s example. We betrayed Mother and we sinned against our own nature!”
“Did we though, Elytra?” asked Antenna, stepping forward. “Look, I wasn’t one of those changelings that procreated behind the queen’s back, but I have been wondering a lot lately about whether or not she was right. I know we were a strong race, but we can still be strong and not have to imprison others and feed off of their love.”
“Antenna, we betrayed our queen. We are fractured.”
“Look, maybe it will take some time for Thorax to start up a new kingdom, and maybe he’s not totally equipped for the job right now, but look at all the others. It’s way easier for them to feed now and they don’t have to be criminals in order to do it. Being allies with Equestria has made life way easier.”
“You dishonor the queen, Antenna!” shouted Scutellum, as he joined the conversation. “Elytra speaks the truth! The changelings were not meant to be allies with these other races; we were meant to rule over them! Our ability to absorb and feed off of love magic proves that!”
Antenna looked down as Scutellum spoke, but lifted her head and stared him down defiantly, as she countered his argument.
“And now that we’re seeing what these other changelings have done, that proves that there is another way. A better way. Not taking love but sharing it. I understand now. I can already see the other changelings have become happier and I want that too.”
Everyone watched as Antenna began to glow brightly and ascend. She looked confused at first, but then realized she was starting to transform. She smiled and closed her eyes as a cocoon formed around her. Scutellum hissed and cursed as Pharynx just rolled his eyes and looked away. The cocoon burst open and a changeling resembling a bumblebee emerged. All of the reformed changelings cheered for her. She examined herself and then turned to Elytra to speak again.
“I feel better already. This is the right way, Elytra. I only hope you can open up your heart like we all have.”
“DISGUSTING!” Scutellum screeched. “You should be ashamed of yourself! And all the rest of you for cheering her on!”
“Hey, let her have her moment!” shouted one changeling.
“Yeah, Scutellum! This is her decision to make, not yours!” added another.
“It’s okay, everyone,” Antenna said. “They’ll come around eventually.”
“It was so brave of you to let yourself transform, Antenna,” Tymbal said. “And the rest of you are always welcome to do the same.”
Scutellum was about ready to lunge for Tymbal and lose his temper again, but Pharynx sat him back down.
“Scutellum, let’s just get out of here. There’s no convincing them,”
They both got up and walked away in a huff. Elytra stayed behind, watching them leave until one of the changelings spoke up.
“I think it’s great that we have the feelings forum, Elytra. Under Queen Chrysalis, we had too many rules. Now we can just be ourselves and do what’s right.”
“Plus now that we don’t have to feed off of love, we can just eat regular food.” said another.
“Yeah, like this delicious soup!” said one with a bowl of soup in front of him.
Elytra rolled her eyes and stormed off. The other changelings shrugged their shoulders, while Antenna sighed.
“Don’t worry, Antenna,” said Tymbal, putting her arm around her. “I’m sure Elytra will figure it out someday.”
“I hope. In the meantime, I’m glad to be free now. Those holes were getting pretty annoying.”
Outside of the hive, Elytra sat on the edge of a large rock, sulking. She was so cross and needed to be alone, but she was distracted by how different the landscape looked now. Before, it was desolate; now it had vegetation growing and looked more like some parts of Equestria. Elytra couldn’t help but feel comfort in seeing this, but she quickly remembered that this was the result of what had happened to Chrysalis, so she diverted her gaze in disgust. She then heard the buzzing of wings getting closer. She turned her head to see Ocellus landing behind her a few yards away and quickly turned her head back.
“Elytra, can we talk?” Ocellus asked her friend.
Elytra did not answer. Ocellus slowly walked up the rock and sat next to her.
“Look, I’m sorry I lied to you, but I didn’t want to endanger my family.”
“It’s not just that. You said you and your family were ‘prepared’ to betray Mother one day. You’ve been lying to me about a lot of things, Ocellus. I thought we were friends.”
“Elytra, I still care about you. I don’t want you to be unhappy.”
“Then why don’t you respect my decision to remain like this?”
“Do you respect my decision to change?”
“No.”
“Well I can’t make you change, but I think you’ll come around if you just try the feelings forum.”
“I just got out of the feelings forum.”
“Oh, you were there?”
“Yeah, and I wasn’t pleased. Antenna transformed like all the others.”
“Antenna transformed? That’s great news!”
Ocellus tapped her front hooves together happily, while Elytra grumbled. Ocellus then stopped, remembering this wouldn’t help her.
“Look, I understand what you’re going through. I believed Chrysalis once too. My parents taught me the same way you were taught, but they could tell something was wrong since changelings in the hive weren’t allowed to mate and have offspring. After the failed invasion of Canterlot, Mom and Dad told me that the hive can’t keep going like this and we need to find another way to survive. Now we have. Don’t you see, Elytra? We have a better alternative before us and you’re missing out.”
Elytra couldn’t take it any longer. She hissed and pinned Ocellus to the ground.
“ENOUGH! I’VE HEARD ENOUGH!”
“ELYTRA, YOU’RE HURTING ME!”
Ocellus winced in pain until Elytra got off of her. Ocellus’s heart was beating rapidly from fright. Elytra glared at her, panting like a wild animal.
“Ocellus, I will not listen to anymore blasphemy against Mother! Changelings are superior to all races and we were meant to thrive off of the essence they feed us with!”
“Elytra, please! Look at the pain we’ve caused others! Would you want to be in their place? Be captured and tortured while having your own life energy harvested? It’s not right!”
“This discussion is over. Don’t ever talk to me again if you wish to remain like this and believe these things.”
“Elytra!”
Elytra flew away, leaving Ocellus behind. A few seconds later, her parents came flying in. They had seen the interaction unfold from a distance.
“Ocellus, did she hurt you?” Carapace asked his daughter.
“I’m fine,” Ocellus said, glumly.
“Dear, we’re sorry,” said Spiracle. “I don’t think Elytra is going to be easy to convince right now; not with how attached she is to Chrysalis.
“I thought she would at least see how wrong we were to do what we did to the ponies, but I feel like she’s too far gone now.”
Ocellus nuzzled up to her parents as they comforted her. Carapace looked back at Elytra who had flown into a cave near the hive that the changelings did not typically occupy. Seeing this, he wondered if Elytra was already up to something. Her behavior earlier had proven she was not ready to reform and may not be for a while.
Elytra flew into the cave until she reached the center. The cave was an enormous rock with some holes in the ceiling. It had been used before by Chrysalis and her most trusted changelings to discuss plans for invasions. Most of the changelings were not permitted here before the rebellion, but even after the rebellion, most didn’t care to enter, as the cave was too dark and moist. Elytra landed and saw Pharynx and Scutellum in the center, whispering to each other.
“Ah, Elytra. There you are,” said Scutellum. “What did those fools tell you at the forum?”
“I left not long after you guys did. Ocellus tracked me down and started spewing more rhetoric about how wrong mother was.”
“Well I hate to say this, but I think we’re going to have to accept the fact that the others won’t listen,” said Pharynx.
“And that is why we will not try with them any longer,” Scutellum continued. “We are already planning our own rebellion.”
“We are?” asked Elytra.
“Yes. Unbeknownst to Thorax, I recovered one of these.”
Scutellum took out a scarab beetle communication device. Thorax had ordered that they be destroyed, since they could be used to send a signal to Chrysalis, requesting her return. Four were required to speak with Queen Chrysalis face-to-face. With one, they could only send an audio message.
“You found one! Does it still work?”
“It has no charge. We will need to lend some of our captured love magic still inside us in order to send a signal.”
“And we just might have that chance,” Pharynx added.
“How? It’s just the three of us. Will that even be enough?” Elytra asked.
“Don’t worry. We have more. Mandible, Abdomen, reveal yourselves.”
As Scutellum spoke, two rocks behind them transformed into changelings. Mandible was a spy changeling with a slender body type, saw-toothed legs and a prehensile tail. He was unique in being he had electric green features. The large one standing next to him was Abdomen, a brute changeling with a round, bulky appearance and a prominent horn on his snout. His colored features were a shade of brown.
“You guys have been here this whole time?” Elytra asked.
“Once we heard what had happened, we knew we had to stay disguised and not make ourselves known,” said Mandible in a raspy voice.
“And Thorax still doesn’t suspect us,” Abdomen added, speaking in a deep voice.
“With our magic combined, we may be able to use this scarab to record a message to send to the Queen,” Scutellum continued. “All we need is to fire a concentrated energy transfer beam. The same one we would use when the queen demanded her share. Once it is charged, I will send the message, telling her where we are and to rendezvous with us in here tonight. I don’t know if she is aware that some black changelings are still here, but once she finds out how many of us there are, it should be enough.”
“Will she be enough to stand against the other changelings?”
“She should be, but once she returns, we will all transfer about fifty percent of our magic to her just to be safe. That will guarantee that she can overthrow Thorax and the others to reclaim the throne. From there, we will send a signal to alert all remaining black changelings around the continent to reconvene in the hive. It is possible some of our troops abroad do not yet know of the rebellion.”
“Good. Well we should do it now before Thorax or any of the others see us.”
All five of them charged their horns and fired beams at the scarab, but it wasn’t charged enough, so they reversed the spell and stopped to catch their breaths.
“CURSES! We need one more changeling,” Scutellum grumbled.
“Shouldn’t we just use more of our own power?” asked Pharynx.
“No. We need to save enough for when the Queen arrives to transfer to her.”
“How about we capture another changeling and steal their magic?” asked Abdomen.
“That is probably a better option.”
“Shhh! I think we’re being watched,” Mandible whispered.
They all quieted down and heard some hoof-prints behind a nearby rock. Abdomen fired a blast at the rock and it exploded to reveal Carapace right behind it. Carapace tried to fly away, but Scutellum and Mandible attacked him.
“Keep him down!” Mandible whispered loudly, trying not to attract more attention.
“STOP, OR I’LL-” Carapace said before having his mouth covered in casing from Scutellum’s mouth.
Abdomen used his own casing to spin Carapace into a cocoon. He then carried Carapace over to the center of the cave and set him next to the scarab.
“Well we have our sixth changeling now,” Scutellum said. “Everyone use an absorption spell on him at the same time. We only need about a fifth of his power, but we might as well take all of it so we can save our own for the queen.”
Carapace mumbled underneath his gag as the others fired beams at him. He stopped making noise as he began to fall into a stupor.