Twilight is awakened by Discord to find she- and all of Equestria- have been converted into changelings. With only a few pockets of resistance remaining, she must hurry to find her friends and bring them back to their senses defeat Chrysalis.
Twilight Sparkle regains consciousness thanks to Discord only to find she and all of Equestria have been transformed into changelings by Chrysalis, with Canterlot as her new grand-hive. A weakened Discord gives her the help she needs to locate her friends and attempt to snap them out of their brainwashing, while Luna leads the remaining ponies in a struggling but stubborn resistance against the love-feeders. How long does Twilight have before she succumbs to the changeling's hunger again?
It was like waking up. Like she had been sleeping but- not, and certainly not a restful sleep, nor was it exactly a nightmare. It was like that exhausting half-sleep where one could think and be aware but could not bring their body to open its eyes. A purgatory of thought and oblivion, of feeling and void. Not to mention, ‘waking’ to have the first thing she saw the big yellow eyes of their ‘friendly’ draconeqous was not exactly the best way to come out of said ‘sleep’.
“Twilight? Miss Sparkle, hello,” she felt a lion’s paw knock against the side of her head. “We don’t exactly have the time to lollygag here, wake up!” She blinked once or twice, shutting her eyes tight and letting out a groan. Her head was throbbing, her entire body felt like it was…flimsy. “Uh..Di..Discord?” she opened one eye, trying to get her thoughts about her. “What are you doing…what’s-“ “Oh finally!” He disappeared from her view and she felt him pick her up from behind, a paw slapping over her muzzle. She let out a muffled cry of surprise, wriggling.
“Listen, you can’t make a sound, understand? Make a sound and both of us are in trouble, not to mention every other thing capable of emotion on this world.” Was this one of his tricks? Granted the spirit had promised to cease such actions ever since Fluttershy befriended him, but she still wouldn’t put it past him to do something like this as an elaborate joke. At least, that’s what she wanted to think; his voice was….eerily somber, it was almost as if he was being…serious? No that was ridiculous, if Discord was ever really serious it’d be a sign of the end.
It was then she finally realized where she was. Her purple eyes widened dangerously, taking in her surroundings. Black and green, everywhere; bulbous green sacks pulsing on the walls, the ceiling. What looked like some type of dark wax was erected in pillars and chasms, almost like honeycomb, like a hive- a changeling hive. The mare felt her blood run cold as she realized this part of ‘hive’ had not been built from scratch, rather it had been modified from a room she was nearly certain was part of the Canterlot castle…
“Given your silence I assume you’ve caught on, about time, really Twilight I thought you were the smart one,” Discord huffed, keeping his voice hushed. “Now listen to me, you cannot panic- as much as I love ponies panicking, in this case it won’t help either of us. I need your he…haa…damn that word. You know what I mean.” Twilight struggled with renewed vigor, attempting to shake free from the spirit of disharmony. “Sshhh! All right I’ll let you go but you have to be quiet, all right? Don’t panic. Is that clear?” She frowned a bit, scanning the room- the ‘hive’ chamber and desperately trying to figure out what had happened. What was going on? Then again she wasn’t going to figure anything out like this and Discord seemed to know what was going on…
“All right I’m going to let you go now, don’t panic, you won’t panic?” She nodded her head. “Good.” With a brief flash of light indicative of Discord’s teleporting movements, she found herself on four legs again, looking up at the rather anxious looking ‘friend’. Discord did indeed look unnaturally serious, flashing quickly to look around the corners before appearing before her again, shrinking to the size of a rabbit and perching on top of her head.
“Look,” he whispered into her ear. “I wasn’t here, hm? We have to be on the same page about that, not that there’s anyone you could tell at the moment…” “Discord, what’s going on?” she asked, keeping her voice down and backing up into the partially hidden corner of the ‘room’. “Is this the castle? What happened?” “Okay well I suppose that’s second most important to explain, firstly I should probably bring your attention to your new uh…style, shall we say?” She didn’t like the sound of that.
“What-?” “Let’s cut to the chase here, Twilight Sparkle. To be frank, you’re a changeling now and so is everypony in Equestria- most of them anyway, I’m sure there’s a few pockets of resistance left. This was Celestia’s castle but it’s been put under new management by Queen Chrysalis, as has basically every other place.” She froze, clenching her jaw shut and trying desperately to keep herself calm as Cadance had taught her. Before she could ask or react at all, he continued. "I managed to find you and snap you out of it, easiest given that out of the six of you, you have the most magic wrapped up in that body of yours. Now then, you are going to need to find the rest of your companions and I can help you with that, provided you assist me with something a little more..personal, first. Given it's something I'm sure you are going to be set on doing anyway, it should not be a problem. That's the gist of it, any questions?"
“I’m a…changeling?” she managed to force, trying and failing to keep the crack out of her voice. Discord made a snarky response that she paid no mind too, shakily looking down at her legs only to find they were not the purple pony legs she was born with. Instead ebon appendages with mottled holes meet her vision, her knees- what she thought were her knees, began to wobble dangerously as she stared down at them. She stifled a yelp and spun around, trying to get a good look at herself. Discord said something again but she wasn’t registering anything but her body, her eyes and mouth wide open in terror. Ebon body with torn, gossamer wings, an eerily purple tail, glowing dimly in the darkness also with mottled holes. She had no way to see the rest of her but it wasn’t necessary, she knew it was true. She had been transformed into a changeling.
She nearly screamed but an oddly flattened paw slapped around her muzzle, sealing it up like a slab of tape. Twilight gave a muffled sound of protest, bucking her head to try to get the miniturized draconeqeous off of her head.
"Look," Discord hissed tersely. "I realized I just dumped a lot on you at once but we don't exactly have the luxury of time right now. If you want to save your friends, much less Equestria, calm down and listen to me."
The mare breathed heavily, desperately trying to calm herself. Her heart raced as her eyes darted around the hive trying to process all of what had happened.
"Now listen, I can help you find your little friends and snap them out of it like I did you, on one condition."
Twilight felt the paw slip away from her mouth, finally letting her speak. She took a couple deep breathes before attempting to look at the tiny lizard like creature on her head.
"Wh- what condition is that?" she asked quietly, backing up further into her corner.
"The first one you have to save is-..." Discord frowned a bit, clearing his throat. "You save Fluttershy first, got it? I'll tell you where she is, you snap her out of it, I help you save the others. Now snap to it."
"F-Fluttershy? Where is she? I-" the mare shook her head, glaring at the top of her head. "How do I know this isn't just some elaborate prank of yours?"
She heard a loud indignant scoff then saw a brief flash of light as Discord teleported in front of her.
"You wound me dear Twilight," he pressed a handkerchief to his forehead, clutching at his heart. "Do you really think this looks like my work? Honestly, look at it! So dark and dull, not a single pie to be seen! Why would I make such a boring reality? Please, I have standards."
The spirit huffed a bit, zapping back atop her head and curling around her horn.
"Besides, even if you don't know if it's a 'prank' or not, can you really afford to take that chance, hmm?" he said in a half mocking, half hissing tone.
"I..."
No, she really couldn't. Even if she had no way of knowing any of this was real, if it was real she had to act, and either way if she was stuck in this horrid place she was going to have to find her friends if they had any chance of fixing this.
"Where is Fluttershy?" she asked.
"Oh, so you finally decided to be smart? Here I was all ready to curl up with a good book given how long you were taking," Discord sighed and though Twilight couldn't see he was, in fact, curled up with book that had taken on the flexibility of a blanket. "Now then..."
Twilight felt one of Discord's bird talons tap the top of her forehead and images flashed through her mind. She saw, as if she was running through the 'building', the way to Fluttershy. It felt like she was disembodied, flying through the twisted, gnarled tunnels of the hive, through holes and into a large chamber filled with huge, wriggling larvae where a single changeling with a pale pink mane-
"Ah-!" Twilight shook her head, the images leaving her.
"Good, now that you know where she is, get going," Discord snapped, impatient.
"I- wait a minute, Discord, if you want this done couldn't you just do it yourself? I mean, you know...just snap your fingers? You could do that to make Equestria turn into pure chaos but you can't make everything normal?" Twilight frowned.
"Oh well I suppose I could do that, if it wasn't for your precious princess slapping a leash on me, no thanks to you."
"What? What are you talking about? How did any of this even happen? I-"
"Oh for the love of-! Look, I'm not saying another word to you until you get to Flutters, all right? We can play twenty questions later, so for now, get moving and I'm zipping my lips!" Discord scoffed and then finished by literally zipping his mouth up.
Twilight gritted her teeth, resisting the temptation to buck him off. As much as she hated to admit it, he was right though, first priority was finding her friends. She took off at a gallop, trying to ignore the weird way the air moved through the holes in her legs as she made her way down the tunnels as she had been shown. Several times she stopped to hide from passing changelings. Some of them looked like the ones that had attacked at her brother's wedding, some of them had some shape and color to their manes and eyes.
"Discord why are they different?" she whispered, trying to ignore the feeling she already knew. "Why don't I look like those normal ones? Shouldn't-"
A small, disembodied Discord arm showed up in front of her snout holding a sign that read 'Shut up and get going', along with some sarcastic expletives which Twilight decided to ignore for then. The entire way there was like a nightmare, recognizing the halls of the castle- what was once the castle, turned into a twisted hive of monsters. Her heart kept pounding and she tried desperately to keep herself calm, trying to ignore her racing thoughts. Where was her brother? Her parents? The princesses? The rest of her friends? How had all of this happened? She couldn't remember what happened before this, how it had happened...
Then she finally found the chamber, peeking inside. It was a hatchery of sorts, that much was obvious. Strange wriggling black grubs hatched from holes in the wall, crawled along the ground. They were bloated, with tiny wings, multiple legs and now eyes to speak of but large, gaping maws. That in itself was horrifying enough without seeing what had happened to Fluttershy.
Like Twilight, she still retained some aspects of her pink mane, despite its paleness and the mottled holes in the 'hair', as well as the blue eyes. However, her eyes were...blank, glazed, she walked around mindlessly, with the larvae, caring for them. The 'caring' itself was horrific,Fluttershy would lick the horrid creatures clean of slime with her tongue, bring green globs of- Twilight wasn't sure- over to the larvae which would dig into it greedily. They would gobble up and then excrete a foul smelling slime which Fluttershy simply lowered her head and ate up, cleaning up after them. It was as horrific as it was disgusting, even despite Twilight knowing that that sort of behavior was common for insects that were 'nursing' the young...
"This is...h- how do I snap her out of it? My memory spell? Will that work?" she whispered.
There was a muffled sound followed by a quick unzipping one, Discord taking a deep breath.
"Sorry about that, forgot I had zipped up; as for your question yes that was the plan," Discord said, leaning against her ear. "I'll need to give you a hand as well though, it's a bit more difficult then simply warping their personality. I only managed with you because you have a lot more magic power than the average pony. Now then, I suggest sneaking up on her, get her from behind and then I'll join in."
Twilight hesitated, scanning her changeling-ed friend. There was no one else around, it shouldn't be too difficult, right? It was Fluttershy, changeling or not it would be very odd if she were not the passive mare she knew...still, she would be careful, just in case. Twilight took a deep breath then entered the chamber while Fluttershy's back was turned, creeping along best she could while trying not to step on any of the wriggling larvae. She finally got close enough, preparing to spring on the mare and pin her before she could fly away-
Suddenly, Fluttershy turned, locking eyes with Twilight. Twilight froze, staring back at her.
"What is it?" Fluttershy asked in a flat monotone, seemingly unaffected by her presence.
Twilight fidgeted, hesitating.
"Don't you recognize me?" she asked slowly.
"Recognize? No," Fluttershy responded flatly. "Did you need something?"
The first mare frowned.
"It's me, Twilight, don't you remember me Fluttershy?"
Fluttershy stared at her blankly, the barest twitch of her wings. A dim green glow entered her eyes-
"No no no! You stupid pony!" She heard Discord shout. "You've given yourself away-!"
Before Twilight could register what had happened, Fluttershy, gentle, demure Fluttershy, had lunged at her, tackling her to the ground. She opened her mouth wide, showing cruel fangs as she hissed down into her face with a demonic roar.
Twilight half expected to wake up in her bed, panting from a nightmare.
"Fluttershy! No, stop-!" Twilight cried, her eyes wide in panic. "It's me-"
"Hey! Flutterbug!"
The enraged changeling whipped her head over her shoulder, spotting the now full-sized draconeqous. Fluttershy shrieked at him and went to lunge at him in turn when she found herself stuck to the ground by what appeared to be a pool of maple syrup. She gave and shriek of anger, thrashing desperately.
"She- she attacked me!" Twilight stammered, horrified.
"Yes, fancy that, I'm sorry I thought it was obvious that she didn't remember you?" Discord scowled, arms crossed. "Now help me out, will you?"
"I- I just..." Twi got onto her hooves, frowning at the thrashing, hissing changeling.
"Hush, now I need you to do that memory zapper on her," Discord said, grabbing Flutteshy's head firmly with his hands.
Fluttershy's eyes flashed briefly and then the swirling circles that Discord he had once placed in all Twilight's friends' eyes, hypnotized almost as the once-pegasus fell still, numb.
"What are you doing to her?" Twilight blurted, alarmed.
"Same thing I did to you, I'm disrupting the uh- shall we say, 'hive-mind'. If I didn't and you tried that little spell of yours, it wouldn't get through to her, now are you going to stop asking questions and fix her or not?"
The mare glared a bit but hurried around to face her friend. Despite her changed body Twilight formed a purple glow on her horn which flashed into Fluttershy's already bewitched eyes. The pink-maned changeling jerked, her eyes slamming closed as she shook her head rapidly.
"I...oh..." she whispered.
Her eyes opened, once again the familiar blue that Twilight was accustomed too. She stared just a second and before Twilight could say anything she let out a gasp of terror, attempting to get airborne only to realize she was stuck to the ground.
"Changeling!" she cried."No, go away! Please, I don't taste good!"
"Fluttershy, it's me! Twilight!"
"Yes, please keep yelling! I think there's still some of the swarm in Manehattan that haven't heard you yet!" Discord added snarkily.
"D- Discord?" Flutterhy blinked, calming a bit at the familiar face. "What...what's going on? Where am I? Who-...Twilight? But...But..."
"Fluttershy...it's me, try to keep calm," Twilight frowned. "I don't quite understand what's going on but we need to find the others. You-...we're both...we're changelings, we have to find the others and find a way to undo this."
Fluttershy stared, eyes unspeakably wide as she stared up at her friend with the same expression a dog would give the vet about to give a shot.The quiet mare let out a soft, high-pitched whimper, her legs trembling violently.
"Oh- oh dear...this..this is a nightmare, yes that must be it, it's a bad dream..oh, wake up Fluttershy, you featherhead, wake up!" she scrunched her eyes tight, knocking her hooves against her head.
"Now now, my dear, we don't have time for that," Discord said with a frown, patting the distraught mare on the head. "We have to find the rest of your little friends if there's any hope of undoing this, right? So come on, on your feet."
"I- I-" she cut off in another whimper.
"Fluttershy, please...you need to be brave," Twilight said, nervously looking around for any changelings that would come in. "We need to leave, please-"
"Wanted enemy of the hive, Discord." A voice carried flatly. "Surrender now."
Fluttershy let out a squeal of fright, curling up in a ball as Discord and Twilight quickly directed their attention to the opening of the nursery where about five changelings donning helmets and greaves had entered. Discord let out a colorful string of words and snapped his fingers, the entrance behind the drones sealing up with what appeared to be jello.
"Discord-! Why did you-?" Twilight gasped, horrified at having their only escape blocked by their supposed ally.
"If they get out we're toast," he snapped, his wings flapping behind him. "They'll tell the others, we need to get rid of them all. Here."
"Get...get rid of them? You mean kill them?!"
"We don't have much other option at the moment now do we?" Discord said mock sweetly, the claws on his eagle foot sharpening into very large, cruel looking talons.
"But-!"
"Applejack?" Fluttershy's soft voice whispered in a choked gasp.
"What? Fluttershy what do you mean?" Twilight looked down at her friend.
Fluttershy was still curled up and was only viewing the scenario from peeking out of one of the holes in her foreleg, trembling. Twilight went to ask her but instead followed her gaze, locking onto the changeling beside what was obviously the lead drone. The blank green eyes were exactly like the others and helmet obscured the straw-yellow mane, but...
"Well, dears Flutters has a great eye," Discord's eyes lit up his face along with a smirk. "There's honesty, parading around as a shape-shifter, I do so love irony."
"That's Applejack?" Twilight tensed.
While they had taken their sweet time talking, however, the changeling drones along with Applejack charged them, hissing and biting. Fluttershy gave out a cry of terror, Discord scooping the frightened mare up into his tail while he slashed his elongated talons through one, effectively slicing it into thirds.
Twilight dodged one's pounce on instinct, quickly doubling back and then blasting one with a burst of green magic from her horn, stunning it. She heard a hiss and the air left her lungs when she landed harshly onto her chest, a drone pushing down on her grossamer wings. A shriek of agony quickly followed and she felt the pressure lessen, quickly scampering out from under it. Twilight whipped around and shot at the first drone she saw; for a split second her heart stopped when the thought that perhaps she had shot Applejack crossed her mind but was quickly relieved when the stunned changeling's helmet fell off and the typical changeling 'mane' was seen.
"Oh thank goodness- wait! Where's-!?"
The scholar froze, staring at the scene before her. Three of the changelings were in pieces on the ground, oozing out some green goo that stained some of the wriggling larvae, which didn't hesitate to start devouring their fallen elders. Before she could express her horror Discord appeared by the changeling she had stunned and sliced it like the others. Twilight gaped as the body seemed to split in slow motion, sliding askew from its other parts and falling to the ground. She didn't know how long she stood there before Discord snapped his fingers in front of her muzzle.
"Focus, Twilight, we have business to attend to."
A limp Applejack hung from his arm, eyes closed as Fluttershy clung to Discord's side, burying her face in his fur to muffle her own terrified sobs.
Fluttershy whimpered, curled up behind Twilight, Discord perched atop her head as they watched the scene unfold. The gold-maned changeling was hissing violently, wrestling with the one with dimly-glowing rainbow streaks on the ground. It was scary almost, seeing how violently they tussled. Applejack had been pretty frightening ever since they had snapped her out of it anyway. She had demanded an explanation, and they had given her one the best they could. To Twilight's surprise and concern, the farmer had said hardly anything. The mare had been silent, a small frown on her face and her brow furrowed. She had simply asked where the others were and followed after them.
It was only when they spotted the rainbow-textured changeling had she sparked back out of her funk. In fact, Twilight had barely attempted to formulate a plan when Applejack had tackled her, hissing with fangs bared and wings fluttering violently. Fluttershy had let out a squeak of fear, huddling out of sight. Applejack was violent, very violent; she had always had a bit of a temper to begin with but this was...frightening, for her. She kicked, bit, stomped on the rainbow-streaked changelings throat, biting and hissing. Ultimately she pinned an exhausted, wounded changeling, panting as she looked at her companions over her shoulder.
"Are ya gonna fix her now or what?" she asked, her voice low and raspy.
"Yikes, you're certainly taking this well, eh?" Discord appeared by her head, still miniaturized.
"We don' have time for that," she replied curtly.
"Ooo....you've kinda developed a bitter taste, eh? Are you a rotten apple now?"
"Twilight are ya gonna help Dash now or should we drag her off somewhere?"
Twilight shook off her daze and quickly trotted up, her horn glowing.
"Hold her still."
Applejack said nothing, watching as Twilight and Discord brought a spark back to Rainbow's eyes, which glazed just a moment before clearing.
"I- what the?" She shook her head. "What's...?"
Discord slapped his paw flatly against her mouth, suddenly doning a pair of bookish spectacles.
"Now now, questions after the lecture, mm? Twilight why don't you fill her in- oh this is getting boring, I'll just put the information directly into your head."
"Huh? You can do that?" Twilight stared.
"Watch and learn."
Discord put a claw to Dash's forehead, much like when he would distort their minds before. Dash's eyes whirred a moment then cleared, Discord moving his paw off her mouth as she stared off into space.
"I- guys?" she shook a bit, violet eyes wide. "We're all...?"
"I'm afraid so," Twilight said, frowning. "Applejack, let her go."
AJ backed off, allowing Rainbow to unsteadily get to her hooves, wincing a bit from her wounds.
"Ow...dammit, Applejack did you have to be so rough?"
"If Ah hadn't ya would've flown off and yer too fast for any of us to catch like that. If ya had you would've told the rest of the hive an' we'd have been caught. Did what Ah had to do, but I am sorry."
"That's..." Twilight frowned.
"Very insightful and brutal all at once," Discord chuckled, reclining on Fluttershy's head. "Oh I am liking this."
"D- Discord, please..." Fluttershy fidgeted. "Rainbow is hurt and...and Applejack, did you really have to be so...mean? I- I know you didn't want to but- but-"
Applejack frowned, turning and walking a few steps down the tunnel before stopping and looking back at them over her shoulder again.
"Sugarcube...listen ta me, all of ya." Her face furrowed, frowning. "We can't afford ta be nice now. We're on our own, we don' got the elements of harmony to help us anymore, an' from what you told me we shouldn't be countin' on anyone else. The princesses are either dead, captured or slaves like we were, so are the soldiers, our friends and family too prob'ly. We got nothin' to help us, Discord is probably our only chance an' he's as useless as a rake in winter now. Ah know it's scary but we got nothin' but each other, we can' take chances anymore, we can' play nice."
They stared at her, stunned into silence. Discord rose a brow, the little smirk on his face showing his amusement but a glint in his eye also conveying his interest.
"Applejack..." Rainbow Dash stared. "You-...You've never been like this before. Are you sure you're snapped out of the hive-mind thing?"
"Yup, an' Ah wanna make sure none of us get in it again, ya hear?" she said, dead serious. "One slip up an' we're toast, an' we're all Equestria's got."
"B- But..." Fluttershy whimpered.
"No, she's right," Twilight said with a frown. "We have to do whatever it takes...but we can't become complete animals either, we have to try to be kind when we have the leeway."
"No, she's right," Rainbow Dash said, wincing a bit. "I'm hurt but I'll be okay, if I had gotten away we all would've been bug slaves again. No one's faster than me and Applejack is the only one stronger. I'm not mad."
Twilight frowned. What was wrong with them? Had her spell not worked all the way? They seemed so...harsh, but Fluttershy seemed the same as she used to be.. Could it be maybe they really were truly themselves again but they really thought this? It bothered her, to think they would really believe stuff like this. Or...or was she just being naive? While she was shocked by Applejack's harshness, she had always been the most down to earth of them all. She had been raised on a farm, her entire life was doing what she had to do for the sake of her family and her farm. That and...she probably knew just how harsh things could be more than any of them. After all, she had to work to support her family since she was just a filly, since her parents died so young...
"Hey, let's not get down guys, we have to keep our spirits up best we can!" Rainbow said, hovering above them a bit. "Let's find Pinkie Pie and Rarity, bust out of here and then find a way to kick Chrysalis' twisted ass!"
"Shhhh...." Twilight frowned, looking around. "We're still in the hive, we have to be careful."
"And quiet," Fluttershy added in a tiny whisper.
"Yeah...we don't want anyone to figure out we're not changelings-..well, not really. Not yet."
"Seconded." AJ nodded.
However, they were not the only group of 'infiltrators' sneaking about the tunnels of the hive at present. A troupe of ponies donning black cloaks crept around, inside of a dim glowing pink bubble of magic that was being produced by one of their group
"How much further to the main chamber?" one whispered to the lead mare.
"Shhhh...the great- er, I'm trying to concentrate on the cloaking spell," hushed a blue unicorn.
"As if you're one to talk about being quiet," another muttered.
"Everyone hush, the main chamber shouldn't be too much further. Princess Luna gave us very precise directions and she's counting on us to accomplish this mission."
They quieted, the lead mare looking ahead, determined. Spitfire wasn't good at losing, she especially wasn't good at the idea of not accomplishing her missions.
