A Change is Gonna Come

by Eakin

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Dark, Spa Ponies, Changelings, Original Character, Slice of Life
Length: 12257

Lilac just lost her best friend to a changeling impersonator, but her trials are only beginning...

Lilac just discovered that her best friend was recently replaced by a changeling. That would be bad enough, but ever since the monster was outed she's found herself compelled by the strangest urges. Little does she realize that everything about her life is about to change...

Commissioned by Ching for Las Pegassist.

Published 2013-05-31 15:10:01 UTC
Last updated 2013-05-31 15:10:01 UTC

A Change is Gonna Come

A Change Is Gonna Come

It wasn’t even noon yet, and Lilac was already sure that this was the worst day of her life.

Not even 24 hours ago everything seemed to be going so well for the pink pegasus. Her husband Pewter had agreed to watch their little filly Honeybee for the evening so she could have a mare’s night out with her best friend in the entire world, Emerald Eye. The two of them had been inseparable since the second grade, but things had been even better these last few weeks. They’d been seeing each other nearly every day, and Emerald had really been going the extra mile to find ways to spend time with her.

She’d been so wonderful just when Lilac needed it the most. She'd been worried that she might be getting sick or depressed. Every morning it was just a little bit harder to get out of bed. No matter how much sleep she got she was run down all the time. Emerald’s constant attentions and pick-me-ups had been welcome.

All a lie.

They’d had a few drinks and at Emerald’s suggestion Lilac had chosen to crash at her place for the night. She’d made up the guest room and after chatting for a while longer Lilac found herself being overtaken by yawns and retired. That should have been the end of it. Well, not the end but at least she wouldn’t have made such an awful discovery when she’d woken up in the middle of the night with cotton mouth and gone down to the kitchen to get a glass of water. She’d just dried out her glass and was putting it back in the kitchen cabinet when her ears perked up at a noise, just on the edge of her hearing. She followed it back to Emerald’s bedroom.

It had been an odd noise, otherwise Lilac wouldn’t have bothered. Like a whimpering and a buzzing at the the same time. It didn’t sound like the sort of noise a pony makes. Lilac had pushed open the door to the bedroom and what she’d seen there still burned indelibly in her mind’s eye.

Emerald was in her bed, eyes clenched shut. She was twisting and thrashing, all four of her legs wrapped around a comforter as if clinging to it for dear life. She was moaning in pain, but it didn’t sound natural. Lilac remembered the time Emerald had fallen out of a tree and broken her leg and the whimpering noises she’d made while Lilac sat with her and waited for another pony to bring back help. She’d been in pain then too, but hadn’t sounded anything she did now.

Then the earth pony in the bed rolled onto her stomach. The whole of her back was black, like it had been charred away by a flash of heat. The moonlight streaming through the window caught two faint gossamer wings sticking out of that patch of her back, the refracting light making them glow like a neon sign pointing to the ‘pony’s’ true nature.

Lilac’s scream woke Emerald up. Along with half of the neighborhood.

Lilac raced for the front door of the house and threw it open. “Changeling! Somepony help me! Changeling!” she cried out to anypony who might hear her.

The thing that wasn’t Emerald might have been able to save itself if it had been a little smarter. It could have fixed its appearance and tried to convince the townsfolk that Lilac had just had a bad dream. Created confusion and bought time to try to slip away. What it did instead was chase after Lilac in the shape it was in and yell for her to wait. It was already out on the street before it realized its mistake. The ponies coming to their windows and out of their front doors to investigate the commotion got an eyeful of those incriminating, decayed-looking wings on her back.

From nowhere a stallion tackled it to the ground and several others dogpiled on, pinning it under their weight. They couldn’t afford to let the thing out of their sight for even a minute or they wouldn’t be able to trust anypony until the intruder was ferreted out, if it ever was. Somepony flew off to summon the royal guard, and within an hour the thing that wasn’t Emerald was caged and dragged away.

The following morning there had been a short trial, which was really more of a public interrogation session. Changelings were hollow, evil things that were unredeemable in the eyes of pony society. Exile wasn’t an option. The thing would just take a new face and worm its way into another community where it would start feeding again. There was only one option when a changeling was captured: Execution.

The guard interrogating the changeling didn’t have very much leverage and they both knew it. That didn’t mean he couldn’t offer anything, though. There were better ways and worse ways to die. Tell us where we can find the real Emerald Eye, or at least her body, and the end could come quickly and painlessly. The thing that wasn’t Emerald had taken her shape again, begging the guard and the rest of the town to understand that she was the real Emerald. Lilac didn’t believe it for an instant. If this was the real Emerald that would mean that her best friend had been a changeling from the beginning. It was only these last few weeks that she’d felt the effects of what she now knew was her being fed upon. Just thinking about it made her furious; this thing had already taken her best friend away from her, did it have to corrupt the memories she could have held onto in the process? Besides, there were spells that could pick out whether or not a pony was a changeling. The thing could never have managed to keep up the act for so long.

In the end, the changeling showed its true colors. When it became clear that its story wasn’t getting it any traction it began to stalk around the cage it was in, spitting out venom-laced curses at the ponies who had called Emerald their friend. It locked eyes on Lilac and sneered, an expression full of so much hatred Lilac had to turn away. She walked away from the crowd, and turned the corner just as alien screams of agony ripped through the air behind her before they were cut brutally short.

The next few days were not easy ones for Lilac, but the town rallied around her. The guards conducted a thorough search in the hopes that Emerald Eye might turn up while several unicorns screened ponies looking for other changelings. Even Lilac herself wasn’t above suspicion. Both searches turned up nothing, and with a heavy heart the mayor declared that Emerald would be presumed dead and lost forever.

There was a memorial service for her. The other ponies were full of sympathy and understanding, but to Lilac it seemed like a piece of herself was being buried along with Emerald. Her sorrow was a gaping void in her heart, one she wasn’t sure she could ever fill again. In honor of her friend’s memory, she hosted a reception after the service for ponies who wanted to come and help her remember the real Emerald. The memorial service was well attended, as ponies packed into Lilac’s living room to hold one another, cry together, and share whatever stories about Emerald came to mind. The gloom over the proceedings slowly receded as talk turned to the good times.

“Do you know what I remember about her?” asked a yellow unicorn who had been Emerald’s classmates years ago. “One time we were assigned to work on an arts and craft project together, and I dropped a pot of glue and broke it all over the floor. I wanted to get the teacher, but she wouldn’t let me. She said since I made the mess I had to clean it up, but she’d help me.” Lilac smiled. That did sound like Emerald. She’d always had a strong sense of right and wrong, but she didn’t think things through all the way. They’d had quite a few misadventures of their own when Emerald had stood up for something when she probably shouldn’t have, but they’d always gotten through it together. “Anyway, first we tried to mop it up with loose leaf paper but that just spread it around, plus within a few minutes we were covered in the stuff. But of course Emerald was totally pigheaded about the whole thing and said that just meant we had to clean harder. I swear that mare didn’t know the meaning of the words ‘lost cause.’ We actually did a pretty decent job before it started to dry,” he said. Lilac laughed. She’d heard the story several times before, of course, but she didn’t want to interrupt. That empty place inside of her seemed to slowly refill as the ponies remembered their love for Emerald. “So we weren’t paying close enough attention to how we were sitting, because when we tried to get up we discovered that we had accidentally glued our tails together. It took us ten minutes to figure out how to coordinate well enough that we could even walk across the room and tell the teacher what had happened. Emerald didn’t speak to me for months after that, like they didn’t have to shave my tail too.”

The rest of the room laughed at the familiar story and something odd caught in Lilac’s gut. Before she could stop herself she let out a loud belch that took all of them by surprise for a moment before it brought on another round of hysterical laughter. Lilac blushed and put a hoof up to her mouth. “Excuse me,” she said, “I must have eaten something that disagreed with me.” When she thought about it, she realized she actually hadn't eaten anything all day. In fact her stomach had grumbled at her an hour ago, and yet she didn't seem to desire food as strongly as she usually would after skipping a meal. She wasn't full, exactly, but she was oddly content nonetheless.

As the evening wore on Lilac saw the last of her friends off just as Pewter returned from putting Honeybee down to bed for the night. He pulled her into a long hug. “I’m so sorry about Emerald, Lilac,” he said.

“Me too,” she replied. It seemed like a fresh wave of tears should be bubbling up, but for whatever reason the sadness and loss weren’t quite as intense any more. She was so tired, she just couldn’t feel anything at this point. “Would you mind if I just called it an early night tonight? I’m exhausted all of a sudden.” She was, and a little dizzy too.

“Of course, sweetie. I’ll be up in a bit, OK? I’ll try not to wake you,” said Pewter and gave her a peck on the cheek.

Lilac settled into her bed and was asleep before her head even hit the pillow. She found herself dreaming of voices, always just at the edge of her hearing but too far off to make out, trying to tell her something that felt important. In the dream she remembered how satisfied she’d been as she sat with her friends, how good it had felt when they’d all laughed, how fulfilling their companionship had been. She saw Emerald Eye, the real one without those horrible changeling wings this time. She was trying to call something out to Lilac as if from across a great distance. Lilac didn’t understand her, but it didn’t seem urgent. It felt so much better to just drift along in that gentle current of satisfaction. What she wouldn’t give to feel that way all the time...

Lilac woke up, disoriented and confused. She looked out her window and saw that she had slept straight through the night and into mid-morning. Pewter was nowhere to be seen. She found a note placed gently against her alarm clock explaining that he had already taken Honeybee off to school and he would see her when he got home that evening. She stretched her forelegs up towards the ceiling, She was still awfully tired for a pony that had just slept a dozen hours straight, and she found her joints and her neck were unusually stiff.

She was also starving. Not having eaten anything all day yesterday and then sleeping through her normal breakfast time today had finally caught up with her. She hoisted herself out of bed and trotted down to the kitchen where she make herself a sizable brunch. Toast with raspberry jam, a big pitcher of orange juice, and a salad of greens with chunks of apples, walnuts and blue cheese all came together as Lilac flowed through her kitchen. Usually she took joy in the simple act of cooking, but today something was off. She went through the motions as expertly as ever but they felt not so much joyful as mechanical. Obligatory. Well, she would just have to settle for getting enjoyment from the food itself.

Lilac sat down at the table and wasted no time before attacking everything she had made for herself. Any pretense of self control went out the window as she gave in to her appetite, consuming everything before her. She didn't even realize how aggressively she was eating until she reached a hoof out for another piece of toast and found only crumbs left on the plate. She shook her head and looked down. All the food was gone. It would have been a comfortable meal for three ponies, but Lilac had devoured every bite.

She placed a hoof on her belly, which was bloated and warped. She felt stuffed, uncomfortably so, but while she was partially sated there was some craving she was feeling that wasn’t satisfied, an itch in her mind that her brain called hunger only because she lacked any better word to interpret it. Her mind caught up with what she had just done and she found she couldn't recall what anything she had just eaten tasted like. There was a spot of jam on her plate, Lilac wiped it up with a hoof and sucked on it, curious.

It should have tasted sweet and tart, with just a hint of other flavors from the assorted ingredients that Wild Berry the local jelly maker kept a tightly guarded professional secret. In Lilac's mouth it was just so much bland slime.

Hoping that if she ignored the hunger pangs they might go away as her digestion caught up with everything she'd just shoveled into it, Lilac busied herself cleaning up the mess she had made and thinking through her plans for the day. She'd already told her boss Spun Thread that she wouldn't be coming into work that day, and given what had just happened with Emerald, Spun Thread had told her that she completely understood.

Instead she decided that just flying into town would have to do. Maybe there would even be an opening with Aloe or Lotus at the spa for a massage, since her muscles still felt all stiff and cramped for some reason. Walking out her door and leaping up into the air, Lilac let her wings take over and followed wherever the wind took her. Closing her eyes she imagined all of her troubles falling to the ground below her. When she opened them again she found she’d climbed much higher than she’d intended to, and staring down at the town from so high up the ponies below were just specks. Watching them go about their business and scurrying from place to place they seemed like nothing more than tiny little insects, doing their best to keep the hive functional. No, the town. Lilac shook her head and wondered why she’d phrased it that way. She needed that massage more than she'd thought. Gliding into the town center, she set down by the spa and waved to some of her neighbors who were passing by as she pushed open the spa’s front door and stepped inside.

The spa was humid and warm, with soft lilting music drifting out into the waiting room from the back. She tapped on the bell at the front desk and heard its chime echo through the hallways. A moment later she heard hoofsteps and Aloe’s head popped out from around a corner. “Miss Leelac,” she said with the thick accent Lilac had never quite been able to place. Her best guess was that it was Germane, but Lotus spoke flawless Equestrian with no accent whatsoever. It was a puzzle to be sure. “Welcome, how may ve be of assistance today?”

“I was hoping you might be able to squeeze me in for an appointment? These last few days have been...” said Lilac, trailing off.

“Yes, ov course, oh Lotus and I were so upset to hear about Emerald. Let me just check our book,” said Aloe flipping open a large cloth-bound book on the nearby desk. “Ah! Ve have an opening in twenty minutes, and again at four if you prefer.”

“I’ll take the first one,” said Lilac.

“Very well. Feel free to wait here if you like, my sister vill call when she is ready for you,” said Aloe. Lilac settled into a nearby seat in the waiting area and absentmindedly flipped through an old magazine which was mostly full of puffy pseudo-journalism and ads for mane care products. Even though Aloe had said it would be twenty minutes Lilac had been waiting less that fifteen when Lotus arrived to tell her she was ready to see her. Lotus led her back to a room with an ornamental fountain that filled the room with the quiet sounds of flowing water, and smelled of all the different oils the masseuse used to give ponies’ coats that wonderful sheen her establishment was known for.

Lilac lay down on the massage table face down while Lotus went through her usual preparations. Finally she walked over to the tableside. “Don’t be afraid to press too hard, I’m feeling really tense,” said Lilac as she closed her eyes. She felt Lotus’ hoofs vaguely against her back. “You can press harder than that.”

“Really?” asked Lotus. “I don’t want to hurt you.” She leaned down and put her weight into what she was doing, but Lilac still barely felt anything. “You weren’t kidding about being tense. I’ve never felt a pony with muscles this stiff. That really doesn’t hurt?”

“No, I can barely feel it,” said Lilac. She glanced up at Lotus, who was visibly straining to dig her hooves into Lilac’s back between her wings. All Lilac could feel was a general sensation of pressure all along her back, not even localized around Lotus’ hooves.

“Are you wearing a suit of armor under there you forgot to mention?” she asked with a mirthless little nervous chuckle. Lilac couldn’t understand what was wrong. She scrunched up her eyes and tried to will her muscles to relax. Nice and soft, she thought to herself. Come on, just nice and relaxed muscle in my back, like anypony else. She thought she felt something under her skin shift and change, and suddenly she gave a yelp of pain at the spike of pressure that she could suddenly tell was digging deep into her. Lotus gasped and pulled her hooves away immediately. “I’m so sorry! Are you alright?”

“It’s fine,” said Lilac though she couldn’t hide the very real pain in her voice. Nor could she explain what had just happened, and it troubled her.

“That’s a toughest knot I’ve ever felt in anypony’s back, and I’ve been doing this for a decade. What have you been doing the last few days, hauling bricks around?” asked Lotus. She had resumed her work much more gently while she felt out her client’s other muscle groups and began to work on them. “I’m surprised you could even walk straight, much less fly.”

“Wasn’t bothering me that much,” said Lilac sleepily. The night before must not have been as restful as she needed what with those unusual dreams and all, because she was much more tired than she had felt a moment before. She found herself half dozing off under Lotus’ ministrations, and it wasn’t long before her allotted hour was up.

Lilac got up and gave her back a few experimental stretches. “Lotus, you are a miracle worker,” she said. Lotus just smiled and prepared a quick bill, knocking off a few bits from the usual price as a small token of apology for the pain she had caused earlier. Lilac gladly paid it and thanked her as she left feeling like a transformed pony. If only those darn hunger cravings would go away. If anything they felt more intense than before. Lilac spent a little time wandering the market and chatting with some of her friends, but nothing in any of the stalls caught her eye. Her body was screaming at her for something, but it was stubbornly unhelpful when she tried to divine what it wanted. The last time she felt this way had been... Oh Celestia, she hoped she wasn’t pregnant again. Not that Honeybee wasn’t a wonderful blessing, but she’d talked to Pewter about having another child before and they had both agreed that right now wasn’t quite time. Speaking of which it was probably about the right time for her to head over to pick up Honeybee from school, so Lilac made her way over to the schoolhouse.

Arriving a few minutes before the last bell would sound to dismiss the students for the day, Lilac had a chance to look around the playground while she waited. This proved to be unfortunate, as it only took her mind back to the days when she and Emerald had played together on the same slide, the same jungle gym, the same swing set. She was still numb to the pain she’d expected herself to be devastated by. Was this how grief was supposed to work? Shouldn’t she be feeling something by now?

Her train of thought was interrupted when the doors of the schoolhouse burst open and the fillies and colts who had just been released for the afternoon raced out, not heeding their teacher’s urging for them to slow down. Honeybee was easy to spot. She was a little yellow pegasus with an unusual patch of black fur over her chest and around her eyes, which had been the original inspiration for her name. “Mommy!” cried her daughter as she spotted her and rushed over, flapping her still-immature wings as she leapt up to wrap her up in a hug.

“Hello sweetie, how was school today?” asked Lilac. For the first time that day, the annoying gnawing sensation that had been troubling her was starting to fade.

“It was good! We learned about colors, and animals, and...” Honeybee trailed off and yawned. Lilac smiled. The poor thing must have been worn out from her exciting day. Lilac, on the other hoof, felt better than she had all afternoon.

“Come on, let’s get you home,” said Lilac. A cookie and some juice would perk the little filly right up. It always did. Still, Lilac was a little concerned by the way her daughter seemed rather subdued on their way home. Usually she’d be talking her ear off about the day she’d just had but today she seemed content to ride quietly on Lilac’s back. There had been a stomach bug going around, so Lilac made a mental note to keep an extra close eye on her for the next few days.

Honeybee seemed to perk up a little bit as they arrived home, and Lilac set her up at the kitchen table with a coloring book and some crayons while she prepared her snack. She put out a plate of celery and a cookie for her daughter as well as a glass with her drink in it, and Honeybee munched away at them. It occurred to Lilac that she would need to start making dinner soon before Pewter got home from work. Since she’d stayed home all day they’d agreed it was her turn to make something tonight but nothing she’d seen in the market had seemed very appetizing. Luckily there were plenty of odds and ends lying around the house and she’d be able to throw something together without much trouble.

While she was flipping through a recipe book she heard a crash from behind her and Honeybee cried out. Lilac spun around and saw that she had accidentally dropped her glass and it had shattered on the kitchen floor sending juice everywhere. “Be careful you little brat!” snapped Lilac. Honeybee looked over at her mother in shock at the outburst. Before she had been more surprised than upset, but as Lilac’s words sunk in tears began to well up in her eyes and she began to bawl. Lilac immediately regretted what she had said. Where had all that anger even come from? “Oh, don’t cry Honeybee! Mommy’s sorry, she didn’t mean it. Come here,” she said and walked over to her daughter. Honeybee looked up at her, frowning, but she didn’t resist Lilac as she pulled her into a hug.

Honeybee was still angry when the hug was over, and refused to speak to Lilac for the next hour, no matter how she tried to make it up to her. Not even bribing her with an additional cookie worked. After Pewter returned from his job making eyeglasses Honeybee continued to give Lilac the silent treatment through dinner, though she did relent enough to allow herself to be tucked into bed. After giving Honeybee a kiss goodnight, Lilac collapsed into a chair with a loud sigh that drew a worried look from her husband.

"Is everything OK, Lilac? Honeybee seemed really upset with you earlier," he said.

"I deserved it. I snapped at her this afternoon when she broke a glass. I don't know what came over me," she said.

"Well, it's been a rough week. Are you sure you'll be alright to go in to work tomorrow?" he asked.

Lilac nodded. "I think so. Maybe getting back to a regular routine will help. I just feel so... empty."

"Hey, anypony would," said Pewter as he put down the newspaper he'd been reading and walked over to where she was seated. "You just need to give it a little more time."

"Thank you, Pewter. I know I've been all mopey the last few days and you've been so great and supportive. What did I ever do to deserve a pony like you?"

Pewter chuckled. "It's easy to be there for the pony you love when they need you, and I love you." Lilac nearly gasped at the surge of pleasure that coursed through her body at the words. It felt like an electrical tingle all along her spine, nothing like the usual feeling of gentle well being that usually accompanied her husband saying that phrase. As quickly as it had come the feeling was gone, and Lilac found herself desperate to feel the sensation again. Before she could say anything though, Pewter yawned. "Must have been a longer day than I thought. Maybe I'll turn in a little earlier than usual."

"Already? It's barely after eight," said Lilac. She felt more awake and alert than she had all day.

“In a little while then,” said Pewter before returning to his paper. Walking back to the couch he’d been reading on, he already looked half asleep on his hooves. Lilac let a quiet half hour pass before she gave an exaggerated yawn to allow her quickly fading husband to salvage a little of his pride and head to bed for the night.

Hours later, Lilac tossed and turned as sleep proved elusive. She regretted allowing her schedule to be thrown so off kilter in the last few days. Even worse, a bevy of aches and pains assaulted her whenever she so much as stirred. At one point she rolled over and she could have sworn she felt something inside her sliding around and settling somewhere it didn’t feel like it belonged. It would be impossible to pinpoint the moment she finally fell asleep, but sometime after midnight she noticed that the darkness of her bedroom had morphed into something deeper. “Hello Lilac,” said a new voice.

Lilac sat bolt upright on the stone floor that had until just now been her soft and comfortable bed. “Who’s there?” she asked, trying hard not to let her nerves control her tone.

There was the sound of hooves striking stone from somewhere nearby as a shape moved through the darkness. “Don’t you recognize me? Your night vision should have come in by now. Will your eyes to see. Change them into what you need them to be.”

Without even thinking about why she was obeying the command, Lilac tried to do what the voice said. In the same way she had back at the spa, she closed her eyes and tried to think of nothing but giving her eyes the ability to see in the darkness. Her reward was excruciating pain, as if somepony were driving heated iron spikes through them and into her brain. She screamed and grabbed at her eyes with her hooves, but for several minutes she could do nothing except roll around on the floor in agony.

After what could have been a minute or an hour for all she knew, the pain subsided. Lilac tentatively opened up her eyes and was shocked when she found that rather than inky blackness the world was illuminated with a harsh green light. She looked over at where the voice had spoken from, and found herself staring at the Queen of the changelings. The creature towered over her, at least three times the height of a normal pony and covered in dark chitin plating. Even with this strange new vision Lilac had somehow acquired, those plates seemed to just absorb light. The only way Lilac recognized the thing as a changeling was the light shining through the holes that riddled its limbs and the awful green glow of her eyes.

Lilac screamed again, this time in sheer terror, and tried to back away along the floor. As she did so the Queen took a few steps forward, keeping the distance between them constant but not coming any closer. “Are you quite finished?” she asked.

“Where am I? What do you want from me?” asked Lilac as she glared at the changeling and hoped the anger would cover up her rising panic.

“Why, only to help you of course. I haven’t taken you anywhere, I’m speaking directly into your mind. Now that our connection is strong enough you’re ready to progress to the next stage.”

“Next stage of what? What are you talking about?”

“Haven’t you figured it out yet? You’re in the middle of a glorious, blessed metamorphosis into something far greater than a pitiful little pony. I’m honored to be the first to tell you; Welcome to the swarm, and to your new life,” said the queen, taking another step closer to Lilac and leaning down closer to her.

“You’re lying. This is all a trick, like you tricked me into believing that one of you was really my best friend for the last six weeks,” said Lilac but found she couldn’t find any conviction to put into her voice. She would admit that she’d felt strange over the last few days but surely there was a reasonable explanation for that, wasn't there?

“We didn’t replace anypony. That was Emerald Eye, the original. One of my lieutenants came through your town a few months ago and stopped for a quick meal. When we feed on a pony, Lilac, the damage we do is permanent. Any more than the lightest snack and our prey will carry the void we leave for the rest of their lives. Some spiral into misery and depression, others learn to live with it. But a few special ponies, ones like you and Emerald, you learn to take what you need to fill it back up. The same way every changeling before you has. Those emotions both sustain our minds and fuel our many powers. You’ve taken to your new life well, feeding off your friends and family. I imagine the initial transformation has left you quite ravenous; it can be very taxing.”

“I won’t do that. I didn’t know that’s what I was doing,” said Lilac. Even as she said it a little voice in the back of her head told her that she had known, on some level, and that she had enjoyed it. She tried to push that idea back down. “I’ll stop feeding then. I’d rather die than do that to them.”

“Very noble of you, and also very stupid. You haven’t yet felt even one hundredth of the agony the Hunger can bring. If you choose not to feed, or tax yourself by using transformations, it will eat away at your mind and leave you an empty, gibbering husk. Then you will be caught, and you will be killed by the same ponies you want to protect. There are only two fates a changeling can have; feed and be strong, or starve and die,” said the Queen with a nasty grin.

“Then I’ll tell somepony before the transformation is over. There must be some kind of magic that can stop this.”

“Oh there is, but only if you catch it early. The very fact that we’re having this conversation is proof that you’re beyond help.”

“You’re bluffing,” said Lilac, “I bet if I march over to the hospital first thing tomorrow morning they’ll be able to fix me right up.”

The Queen rolled her eyes. “Believe that if you wish. My hive has no use for suicidal idiots. The moment you say you’re becoming a changeling they’ll cast a detection spell on you and this time you will set it off. Then they will kill you, just like every changeling they’ve ever encountered. Understand, those ponies you’re so eager to protect would murder you in a heartbeat if they knew what you were now.”

“No. They love me. They wouldn’t do that.”

“The way you loved Emerald? No, Lilac, if you wish to remain with these ponies as my eyes and ears you can, but you must keep your true nature a secret. Otherwise, my swarm is passing through the forests to the west and you may join us if you would prefer to be among your own kind.”

Lilac felt herself sinking into a crushing despondency. Ponies were her kind. “This isn’t really happening. You aren’t real. This is all just a dream. I’m going to wake up tomorrow and everything is going to go back to the way it’s supposed to be.”

The Queen said nothing, but closed the remaining space between them and held out her forehoof. When Lilac made no move to take it the Queen’s jagged horn glowed and wrapped Lilac’s hoof in magic, pulling it up to meet hers. When their hooves met, heat and pain shot through Lilac like she'd just touched a burning hot stove. She struggled, but the Queen just stood there impassively watching and the searing only got worse.

“Lilac, wake up,” she heard Pewter’s voice say. Something was shaking her. “You’re having a nightmare, Lilac.” She opened her eyes and saw her husband sitting up in bed next to her, watching her with concern.

“Pewter?” she asked.

“Are you alright? You started screaming and I didn’t know what to do.”

“Yes, it was just a bad dream,” she said as she felt relief wash over her. She leaned over and gave Pewter a quick nuzzle to let him know she was fine. “I’m going to grab a drink of water from the bathroom and clear my head, then I’ll be right back.”

“Do you want me to turn on a light for you?” he asked.

“No, I can see just fine,” said Lilac as she pushed the covers off her body.

“How? It’s pitch black,” he said. He sniffed at the air. “Hey, do you smell something burning?”

Lilac froze. Looking around, she realized that really could see around the room. Everything was brightly illuminated as if it were the middle of the day, but all the light had the same green hue as in her dream. Taking a deep breath to steady her nerves, she looked down at the hoof the Queen had touched.

Several inches of her coat had been burned away, revealing something smooth, black, and hard underneath. The end of her leg was pitted and full of cavities. It was a changeling’s hoof. Lilac fought back her reemerging panic. “I don’t smell anything, and I can’t actually see in the dark. That would be silly! But I’ve walked to our bathroom so many times I know the way by heart, that’s what I meant.” She hurried into the bathroom and shut the door before Pewter could say anything to that.

Now that she was alone, she sank down to the floor and let quiet sobs assault her body. The last spark of hope that this had all been in her head was extinguished. She covered her mouth with the offending hoof to keep any sound from escaping. The hard tile floors would amplify any noise and she couldn’t risk Pewter coming in to check on her. She was going to have to hide this. She was going to have to hide for the rest of her life.

Well, if she was a changeling now, she would just have to do whatever it was changelings did that made them look like ponies most of the time. She’d done it back in the spa, and again in her dream. She looked at her hoof and mentally commanded it to look normal again. Green fire erupted from her skin and enveloped the entire leg. Lilac had always assumed that was some sort of magical illusion, but that wasn’t the case. It burned like any other flame, and Lilac had to stop herself from crying out as her hoof melted back into a smoother shape and her pink coat burrowed out of her skin to cover it. In the space of a few seconds her hoof was back to the way it always looked. Lilac jumped up and ran to the sink. She twisted the tap for cold water and stuck her hoof under it, sighing in relief as it numbed the burning pain in her hoof. She thought about fixing her vision the same way, but the memory of how that had felt back in her dream convinced her to leave it the way it was. She took one more deep breath and trotted back to bed.

“Better?” asked Pewter as she climbed back in and snuggled up to him.

“All better,” she replied. “I love you, Pewter. No matter what.”

“I love you too, Lilac,” he whispered, already half asleep again. The little jolt of pleasure and energy she felt flow into her body at the words made her feel worse than she ever had in her life.

Lilac woke early the next day. There hadn’t been any other dreams, but her night had been fitful nonetheless. She looked over at Pewter. He’d been so tired the night before, and now she knew that had been at least partially her fault. She looked out her window at the pre-dawn light that was just starting to illuminate the town, and wondered what she was going to do now. Could she live with this? It would mean lying to to everypony she had ever cared about for the rest of her life, but were there really any acceptable alternatives? She remembered how good it had felt to feed off of her daughter and husband’s love and wondered if maybe if she fed off of them enough they might change too so they could be a happy little hive of their own, supporting one another as they fed off of their friends, neighbors, and...

No! How could she even think that? Lilac rose from her bed and walked down to her kitchen to begin preparing a meal for her family. The cupboard was starting to look a little bare since she’d forgotten to go shopping the day before, and she found herself ravenously hungry. She thought back to the dream that wasn’t a dream from the night before, and what the queen had told her about the cost of using her powers. Just changing her eyes and hoof had left her feeling like she’d skipped two meals in a row, and from the sound of things it would only get worse. She caught a glimpse of her own reflection in a frying pan, all warped and distorted by its curvature. There was a little voice whispering in the back of her mind, telling her to change again despite the pain. Hadn’t she always been a little jealous of mares with longer legs and skinny little flanks? She could still look like herself, just a better version of herself. It would only hurt for a second, and think about how she could show off for Pewter. Or flirt with a few of the customers at the craft store where she worked, stringing them along and taking all of their lust to help feed this aching need in the back of her mind.

She was doing it again! Lilac rapped her head lightly with her hoof and tried to push away the incessant thoughts needling at her. It wasn’t really her thinking those things, she decided. The queen must have done something to her mind last night. That was probably it. The idea that this was who she was now was too awful to seriously contemplate.

Lilac threw together a decent breakfast for her family from what they had left, but she’d absolutely have to grab something on the way home if her family was going to have dinner that night. The smell of hay bacon strips wafting through their home roused Pewter and Honeybee a few minutes later, and they all congregated at the kitchen table to begin their morning.

“Mommy, do we have any juice?” asked Honeybee.

“I’ll pick some up this afternoon,” said Lilac.

“But I want juice. Pancakes taste better with juice,” muttered Honeybee.

“Drink your milk, Honeybee. Mommy made those pancakes with love, and any meal made with love always tastes good no matter what you drink with it,” said Pewter.

Lilac felt her mouth begin to water and the pain in the back of her head get worse, an appetite that wasn’t going to be satisfied by pancakes and milk. She got up and threw out the rest of her half-eaten meal before the others noticed anything. “Well, I better get going. Spun Thread’s been covering for me at work long enough, and I have the early shift today. I’ll see you after school Honeybee, learn lots.”

“I promise,” said her daughter. Lilac’s eyes snapped open as she realized her daughter was coming over to give her a hug. The voice was screaming at her to embrace her, satisfy herself on her daughter’s affection, above all to feed.

“Oh, wow, look at the time,” said Lilac as she threw her saddlebags over her back and bolted for the door. She didn’t dare look back at her daughter’s disappointed face. She resolved to learn how to control her feeding process as soon as she got the chance. If Pewter thought it was odd how quickly she ran off, he didn’t get the chance to say so. Taking wing the moment she stepped out the door, Lilac flew down into town and landed in front of Craft Supplies and Ukuleles, the shop she’d worked at since before Honeybee was born. Walking through the door Lilac called out a greeting to the blue earth pony mare behind the counter, Spun Thread, who was immersed in a ledger clutching a quill between her teeth.

“Lilac, perfect timing. How are you doing these days?” asked Spun Thread. Lilac fought the urge to roll her eyes at the now-familiar question. She reminded herself that even though it seemed inane to her, the ponies asking it usually meant well. It wasn’t their fault that she had to lie every time.

“As well as can be expected, I guess,” said Lilac, “I’m happy to be getting back to work.”

"Of course. I'm happy to have you back. There's a client coming from Canterlot to pick up a big order this morning, do you think you can run things up front for a while? I have to figure out the bills in my office," said Spun Thread. Lilac nodded. She could run the front of the store in her sleep. There weren't usually very many customers anyway, and no matter how many times Spun Thread told her everything was fine Lilac had noticed that she seemed to spend more and more of her time trying to make the store's finances add up.

Spun Thread disappeared into the back office, and Lilac was left with nothing but her thoughts for company as she flipped the sign on the front door from 'Closed' to 'Open.' Lilac wished somepony, anypony, would come in even just to browse. She craved any sort of distraction she could get. In the silence of the empty shop she could hear voices, whispers like the ones from her dream a few nights before. They were speaking some language of hisses and clicks and even though she didn't understand the words she sensed what they were saying on some instinctual level. They were reminding her to feed, pressuring her to walk through the doors of Spun Thread's office sporting crocodile tears and tell her that she was just so overwhelmed and she would feel better if her boss and friend would just give her a big, tasty hug.

"Shut up," said Lilac to herself. "I'm not going to do it. Shut up shut up shut up shut—"

"Excuse me, miss? Are you feeling alright?"

Lilac snapped her head up from the countertop she'd been laying it on. Standing in front of her was a red unicorn in a fancy vest who she hadn't heard come in. Despite her earlier wishes for somepony else to stop by, she found herself instantly despising him. What good was he? He didn't care enough for her to satisfy her needs, therefore he was irrelevant. "What do you want?" Lilac asked with thinly veiled contempt.

The unicorn was taken aback for a moment by her words before he continued. "I've come to get some crafting supplies for a big project of mine. You see, I'm producing a line of—"

"I really don't care," interrupted Lilac as the buzzing in her head grew further in intensity, reaching almost painful level. It was loud enough to drown out the little voice in the back of her mind that was trying to remind her of what Spun Thread had just said about a client from Canterlot.

The unicorn frowned. "I don't think I like your tone, ma'am. That's no way to speak to a customer. I haven't come all this way just to be insulted like this."

"Look, if you want something just pay for it and go, alright? I'm in no mood."

"I will not stand here and be spoken to like this!" said the unicorn raising his voice in umbrage. "Forget you, and forget your two-bit little town as well! Consider my order cancelled," he said and stormed out the door.

Lilac had just registered how badly she had screwed up when Spun Thread appeared in the door behind her. "What's going on out here? I heard shouting. Was that Fluffy Quilt? He's the one who placed the order of fabric patches."

"Is... Is he a red unicorn stallion?" asked Lilac, afraid to turn around and face her boss.

"Were you yelling at him?" asked Spun Thread. Lilac froze up for a moment, but finally she nodded. "Why would you do that, Lilac? I know you've had an awful time this last week but that's no excuse! We needed that order! I spent months putting it together! Months!"

"I'm... I'm sorry. I didn't mean to. It was an accident," said Lilac. She knew how lame that sounded, but it wasn't like she could explain what had really happened. "Please don't fire me."

"You screwed up, Lilac. I expected a lot more from you," said Spun Thread. She sighed and took a deep breath. "Maybe we can salvage this. Go after him and apologize for whatever you said, try to get him back here. I'll try to think of some way to make it up to him."

"But—"

"Go now, before it's too late!" demanded Spun Thread. Lilac stepped out into the road in a daze, casting her eyes up and down the street. There was no sign of the unicorn she had been so rude to a few moments ago. Not that it really mattered. Even if she somehow found the unicorn and got him back to the shop, all that would mean is that the full story would come out. The stallion would almost certainly demand she be dismissed, and Spun Thread would have no choice when she heard how horribly unprofessional Lilac had been. Lilac didn't want to go back into the store with empty hooves though. Instead she turned down the nearby alleyway and cried. Everything in her life was unraveling. How had it all fallen apart so quickly? Maybe she should turn herself in to the guard and just let herself be destroyed.

Something inside her stirred. No. That wasn't an option. She would survive, at any cost. These changeling powers had gotten her into this mess, and they would get her out of it too. Hiding herself in the darkest, most secluded part of the alleyway Lilac closed her eyes and pictured the unicorn from the store. Even though she'd only seen him for a few seconds and hadn't been consciously paying him much attention she found that every detail about his appearance sprung to mind with a thought, right down to the embroidered pattern on his vest.

Squeezing her eyes shut even more tightly in anticipation of what was coming next, she willed herself to change. Lilac's body was instantly wreathed in green flames that burned to the very core of her being. The pain last night had been bad, but this was an entire order of magnitude worse. A splitting pain erupted out of her forehead as a horn drilled its way up and out of her skull. When the light and heat finally faded she collapsed, gasping for breath. Several minutes ticked by before she found the strength to rise up onto her hooves. She was taller than she had been before, and she tripped and fell when she tried to take a step with her new longer legs. Eventually she managed to wobble her way over to a nearby puddle and got her first look at her new reflection.

The pony looking back at her was the spitting image of the red unicorn she had pictured. The transformation had even gotten his clothing right. She reached up and poked her new horn experimentally, and as she did so the voices returned in force. She felt more than listened as the chittering whispers imparted centuries of hard earned experience, everything the hive knew about how to be a unicorn. With just a minute of practice on the garbage scattered about the alleyway, she found that she could channel the horn's magic and levitate objects as if she been doing so for decades. Lilac laughed, a haughty and arrogant laugh, and reflected on just how easy it would be to fool anypony she came across. The thrill of this power was exhilarating, but the hunger still stung at the back of her mind reminding her of the price she would soon need to pay. At that moment, Lilac decided it would be worth any cost to feel this way; to experience this intoxicating power whenever she could.

Still, there was a more pressing concern at hoof. Her new disguise would have to fool Spun Thread, and she'd have to find some way of shifting the blame for her actions onto this unicorn. Perhaps if she walked in and started smashing things? Lilac decided to play it by ear. She emerged from the alley and walked back into the store. As the bell jingled Spun Thread looked over at her from behind the counter. In an instant all the confidence she'd felt a moment ago vanished. She was just a small town pegasus, not some master infiltrator, and the voices in her mind had gone silent.

"Mr. Fluffy Quilt?" asked Spun Thread as Lilac stepped across the threshold. "Fluffy Quilt, is that you?"

Oh, right. That was Lilac's name right now. "Yes! I am Fluffy Quilt, unicorn and Canterlot big shot!" she declared as she tried to make up for her delayed response with loudness.

"Oh, um, I see," said Spun Thread as she quickly tried to cover up her bemusement. "It's a pleasure to see you again."

"Yes, and you as well," said Lilac. "It's been too long since the... prominent social event we partook of together." Being a changeling was hard! She stepped forward to give Spun Thread a hoof bump (did they do hoof bumps in Canterlot?) but miscalculated and toppled forward when her legs landed a fraction of a second sooner than she expected. She caught herself on a table, whacking her chin. Spun Thread rushed over to help her, and as she hooked a leg under her barrel to assist Lilac saw her nose wrinkle.

"Fluffy, you smell awful if you'll pardon me for saying so," said Spun Thread. Lilac's eyes grew wide with panic. She looked and sounded right, but she smelled like the alleyway where she'd collapsed after changing. Lilac silently pleaded to the princesses, and even to the changeling queen for good measure as a terrifying look of realization dawned on Spun Thread's face. Lilac closed her eyes and waited for the words that would bring this whole half-baked charade toppling down around her. "Are you drunk?"

Lilac blinked several times as it occurred to her that she'd just been thrown a lifeline. "Yes. Yes I am," she replied.

"It's barely after nine in the morning," said Spun Thread allowing a faint hint of disapproval to slip past her polite facade.

Lilac decided that if she was going to ruin this pony's reputation she might as well go all out. It wasn't like she had the bits to pay for the order. "By the Princesses, don't be such a judgmental bitch," said Lilac. She threw a little extra slur into her profanity and staggered a bit to complete the effect. "You're worse than that other mare who was in here earlier."

Spun Thread glared at Lilac. "What did you say to Lilac?" she asked.

"Nothing that was a big deal. I just told her that if she wanted to make some real money she should ditch this third-rate failure of a shop and meet me out in the alley for a good time," said Lilac. She was both proud and a little shocked at how easily the lies flowed once she'd gotten started. "She totally overreacted."

"You sexually harassed my employee and friend, then you have the nerve to come back here and pretend you didn't do anything improper?" asked Spun Thread.

Lilac stared off into the middle distance as if she hadn't heard, then turned back to Spun Thread like she was noticing her for the first time. She leered at Spun Thread in the least subtle way she could imagine. "You aren't so bad looking yourself. If you still want the bits maybe we can still make a deal for some other kind of services, if you know what I mean."

Spun Thread's hoof slapping Lilac across the face stung in a most satisfying way. "You, sir, are no gentlecolt. I don't want your money or your disgusting attitude. In fact I never want to see you in my shop again."

Lilac found it hard to act confounded and appalled when she wanted to dance with joy at the way Spun Thread had swallowed her act hook, line and sinker. Not trusting herself to keep the glee out of her voice she stuck up her nose and turned to walk out the door making certain she 'accidentally' suffered a glancing blow with the frame in the process. Lilac ducked back into the alleyway and when she was certain she hadn't been followed allowed the burning magic flames to restore her to her usual shape. She waited for the pain to fade, and started to feel a little concerned when the dizziness didn't pass after several minutes. What was more, the urge to feed had redoubled. It was no longer a gentle but insistent suggestion. Now it was a fearsome craving, one that was hard to think through for more than a moment at a time. She summoned up every iota of self control that she possessed and forced the swelling desire to the back of her mind. After all, she was only half finished selling her version of what had happened between herself and Fluffy Quilt.

With surprisingly little effort, Lilac summoned tears to her eyes. She cried for a few minutes in the alleyway until her face was good and puffy before walking back to the front of the store and announcing her presence to Spun Thread with an exaggerated sniffle. "I'm sorry, I went a couple blocks in every direction but I couldn't find him," said Lilac.

Spun Thread walked over to her and pulled her into a hug. It took everything Lilac had to keep herself from gorging herself right then and there on Spun Thread's feelings for her. "Lilac, before the yelling started did that stallion say something inappropriate to you?" she asked.

Lilac looked at her with a face she hoped would convey surprise. "Yes, he did. I think he might have been a little drunk, but he told me if I ever tried to accuse him of anything it would be my word against his and nopony would believe me. Then you came out and you were so upset, and I know how important that sale was to you."

"Oh Lilac, can you ever forgive me? I should have listened to your side of the story instead of jumping to conclusions like I did. You must think I'm the worst friend in the world," said Spun Thread.

Lilac reveled in that moment. Her actions may well have doomed this mare's livelihood to failure but thanks to a few well-placed lies she was begging Lilac for forgiveness. It hadn't even been that hard. Lilac let herself take in just a taste of Spun Thread's compassion for her and her desire for that compassion to be returned in kind. "No, Spun Thread, not at all. I couldn't be happier to have a friend like you." A gullible, easily manipulated friend who Lilac would be able to feed on for months if she paced herself.

"You're the best, Lilac," said Spun Thread. She broke away from the hug and picked up some sheets of felt that had fallen from a table when the disguised Lilac bumped into it. Working together, it only took about fifteen minutes to put the shop back together.

For Lilac it felt like hours. The morsel of Spun Thread's love she had taken barely made the tiniest dent in her appetite. If anything it had only stoked the furnace. Spun Thread tried to make small talk, but it tapered out as she realized that Lilac's mind was a million miles away. She attributed the distraction to the ordeal Lilac had supposedly just endured.

"Lilac, why don't you go for a walk, clear your head," suggested Spun Thread. "Just come back before the lunch rush."

Lilac nodded to her and quietly left the shop. She took off immediately, not trusting herself to maintain control if she ran into an acquaintance who wanted to chat. She just had to get home where she would be alone, free from temptation. She knew there was a book somewhere on her shelves that taught special breathing and meditation techniques that helped ponies control addiction, maybe some of them could help her. She slipped into her house through a second story window and locked it behind her. Her body was shaking with need, her new powers demanding compensation for everything they had done for her this morning. Thank Celestia Pewter wouldn't be back until late afternoon.

Lilac walked down to her living room and made a beeline for the bookshelf. She was so focused on just staying in control she didn't even realize the other pony was in the room until he spoke. "Hi sweetie, did you forget something?"

Lilac spun around. There was her husband, sitting in his usual easy chair as if he wasn't in incredible danger just being near her while she was in this state. "Pewter? Why are you here? You're supposed to be at work."

"Last minute shift swap with Ground Lens. What about you, are you feeling alright? Your face is all flushed," he said. He got up from his chair and walked towards her as she backed herself up against the wall. The concern for her well being radiating out from him was overwhelming what little control she still retained.

"Pewter, please..." said Lilac. Please no. Please don't let what she could feel was about to happen come to pass. Not like this.

"Whatever's wrong, you can tell me Lilac," he said looking at her with concern. He stroked her trembling cheek with his hoof, and in doing so sealed his fate.

Lilac violently grabbed him and yanked him into a passionate kiss. She took everything he was offering her, but it still wasn't enough. Pewter broke off the kiss and gasped for air. "Wow, that was some kiss," he said, panting as he tried to catch his breath. He winked at her. "Heh, I'm actually a little dizzy from that. You've still got it, babe."

Lilac spun around, lifting him with surprising strength and forcing him against the wall. "Say it. Say that you love me," said Lilac.

"Of course I love you, Lilac," said Pewter, a bit of concern creeping into his voice. Lilac replied with a little moan of pleasure. "Lilac, could you put me down? I actually don't feel so good all of a sudden."

Lilac kept her husband pinned against the wall. She moved in for another deep kiss. If he wouldn't offer her any more love, she would take what she needed by force. She sucked at his memories of their time together. The night he had proposed to her, their wedding, the anniversary dinner that had ended in disaster when the town had flooded in an unexpected deluge, trapping them in their attic for two days. The day eleven months after that when Honeybee had been born. Lilac had invested a decade building up the love between her and Pewter, and now she was going to collect. The energy she lapped up was coming in too quickly for her body to process. Little green flickers of flame danced over her legs as the overflow sketched lines of transformative fire on her skin leaving a blackened trail of chitin in their wake. Pewter flinched from the heat but Lilac barely even noticed through the wave of pleasure she was riding now that she had finally given in to her craving.

A jab of Pewter's hoof to the bridge of her nose made her drop him, and the connection was severed. "You aren't Lilac," he said, "you're some changeling that's taken her place. Were you and the one that copied Emerald working together?"

The reminder of Emerald and the realization of what she had been about to do to Pewter brought Lilac back to her senses. "No, Pewter, I am Lilac. Just give me a chance to explain what—"

"Where is my wife?" asked Pewter. "If you have to take somepony take me, but let her go from wherever you're keeping her."

"I'm not 'keeping' her anywhere, I really am her. I didn't mean to hurt you. I was so hungry I lost control for a moment, but we can find a way to make this work. Please just talk to me," said Lilac.

"I have nothing to say to you, you sick freak. You're nothing like the mare I married. Help, somepony! Changeling!" Pewter began to shout as he rushed for the front door. Being so heavily fed on a moment before had left him sluggish, and Lilac dashed over and tackled him to the ground. She clamped his mouth shut with her hoof. Lilac opened her own mouth to say something, anything that would convince him of the truth, but then a moment later she closed it again. She knew there was nothing she could say to fix this. Some things were irreparable.

"You're right, Pewter. Lilac is gone," said Lilac. She held him down tightly as Pewter renewed his struggles, but he was no match for her new strength. "Before she went, though, she wanted me to tell you something. She wanted you to know that she loved you more than anything in the world." Lilac felt a desperate surge of feelings from Pewter as he took in her words. Closing her eyes, she seized onto those feelings and followed them downward into the center of his mind where she cut loose. She ravaged his psyche as she sucked up every scrap of affection she could, until Pewter's memories and thoughts faded to darkness.

The Lilac who opened her eyes was a very different pony than the one who had closed them.

She climbed off of Pewter and looked down at him. His eyes had glazed over, and his chest slowly rose and fell with each shallow breath. Her husband was comatose.

Maybe he would wake up some day and maybe he wouldn't. Lilac had no intention of sticking around to find out. Thanks to her latest meal, her powers were there in her mind, obediant and waiting for her to call on them. She would have to work quickly; it would be only a few hours at most before her work was discovered and the town locked down. She needed to be well on her way to rendezvous with her swarm in the western forests by then.

Lilac opened up her refrigerator and pantries to gather supplies for her trip, but after everything that had happened over the last few days they were empty and bereft of any sustenance. No matter, she'd have to make do. Time was of the essence.

Lilac decided to walk the first leg of the trip, and the road leading west took her past the school. She stopped on a hilltop overlooking the schoolhouse where she imagined Honeybee would be in the middle of some lesson, furtively stealing glances up at the clock as recess drew nearer. Her filly may well be an orphan after today. If she left Honeybee here and Pewter didn't recover, she knew she could count on some of her friends to take her in and raise her as if she were their own daughter. While they hadn't been a wealthy family they had a few bits in the bank, a small inheritance that would help make their little girl comfortable. Honeybee was resilient. She could still have an ordinary life here. If, on the other hoof, Lilac took her with her into the forest she could feed off of her daughter's emotion to help ensure her own survival.

For the new and improved Lilac, it was an easy choice.

Staking out a spot nearby, Lilac watched the schoolhouse for a half an hour until the recess bell rang and foals poured out onto the playground. It only took a moment for Lilac to spot Honeybee jumping rope on the edge of the playground. Lilac casually strolled up until the filly spotted her.

"Mommy!" Honeybee cried out in delighted surprise as she rushed over to her. "School's not over yet."

"I know dear," said Lilac, "I'm taking you on a special trip instead of school this afternoon. Come with me. Don't worry about your teacher; I'll explain everything to her when we get back."

"'Kay," said the trusting little filly. "I'll go get my things. Where are we going?"

"It's a surprise. Leave your things, you won't need them."

Glancing around to make sure nopony who might challenge her was watching, Lilac allowed Honeybee to climb up onto her back and walked away from the school, the very picture of a mother and daughter enjoying an afternoon stroll together. As they got closer to the edge of the forest, though, Honeybee began to fidget. "I thought you said never to go into the forest," she said.

"I did, but it's fine to go in when you're with a responsible adult pony," she said. Or me, she didn't add.

At first the woods seemed friendly enough. Midday sunlight streamed through the boughs while the patchy shade and a light breeze kept the pair nice and cool as they walked. Soon, though, they began to enter the deeper parts of forest. The heavy canopy blocked the intrusion of any sunbeams. Honeybee's idle chatter grew quiet and she held tight to Lilac as the path grew dusky. "I'm scared," she said in a tiny voice as if any noise might alert something lurking in the shadows to their presence.

Lilac felt nothing. She was following a chorus of voices her daughter couldn't hear; voices that knew she was here and welcomed her. They led her to the mouth of a dark cave. Lilac grimaced and closed her eyes, using a transformation to restore her darkvision.

She must have grunted in pain even though she had prepared herself this time, because Honeybee stirred. "I don't like this place. Can we go home?" she asked.

Lilac was silent for a moment. As far as she was concerned she was home. "Tell you what, Honeybee, why don't you close your eyes and hold on tight. I'll protect you from any monsters."

Honeybee didn't look too happy about the idea of entering the cave, but Lilac felt her forelegs wrap a little tighter around her neck. Once she was confident her daughter was secure she stepped into the inky blackness.

Her vision served her well as she traversed the uneven rocky floor, and after a minute she stepped out of the tunnel into a great chamber that had been hastily dug out of the cave's back walls. Hundreds of glowing compound eyes stared back at her, curious but not threatened by this new addition to their swarm.

Their queen towered over the other changelings, and the drones stepped back to allow Lilac to pass. "Welcome," said the queen in a language Lilac had never heard before but instinctively understood.

"I serve you faithfully and unquestioningly, my liege," replied Lilac in the same foreign tongue. Her words felt awkward; her mouth was the wrong shape for making them. That would be easy enough to correct in a moment.

"What was that? I heard a voice, is somepony there?" asked Honeybee. Lilac could feel her body shivering with fright.

"Allow me to make my first contribution to the glory of our hive, my queen," said Lilac. With a twist of her hips, she threw Honeybee off her back. Honeybee cried out as she fell and landed awkwardly on her side. Lilac looked down at the little pony. Her eyes had snapped open and Lilac could see the confusion and betrayal there, though without any improved vision Honeybee would see only darkness in return. "Come, my family," Lilac called out to the assembled changelings, "I've brought us lunch."

Author's Note

Original prompt:
Alternate interpretation of Changelings: An artificial species created by magic.
Changelings are hollow. Empty inside. This is emotional as well as physical.
Changelings were once ponies afflicted with envy.
The ability to change is granted by a magical disease spread by changeling feeding.
When changing into another, a part of the pony is lost. They will become distant and start to manifest changeling physical traits. Eventually they become void of emotions and must feed on others to sustain their "selves". When they become a changeling, ponies are contacted by the swarm. Those who are able to retain their identities may become officers. If a changeling is unable to feed, they will eventually lose all individuality and become just another drone in the swarm.
Possible bits:
Changing is more physical than illusion. Imitation flesh grows or burns away. Painful both ways.
Possible plots:
A pony's descent to a Changeling drone: Their infection, corruption, transformation, service, and eventual loss of self.
I hope these concepts are somewhat interesting to you.