Fallout Equestria: Price of Change

by Midnight Page

Rating: teen
Tags: Crossover, Gore, My Little Pony: Friendship is Magic, Dark, Sad, Other, Nightmare Moon, Changelings, Original Character, Queen Chrysalis, Adventure
Length: 7969

It is by nature that Changelings can alter themselves in order to survive. But in a world so drastic in difference from before, can one half-changeling haunted by a dark pact of the past with Nightmare Moon hope to survive in the Wasteland?

Midnight Page is not your average changeling. In truth he is only half changeling. His other half, while once pony has become something more. The dark pact and the double edged sword of gifts and curses it brought with it made with Nightmare Moon long ago during her original rise to power has prolonged his life far beyond what it should have been. However in a desperate attempt to preserve his sanity against the toll of the years, he has undergone a self induced amnesia and forgotten much of what he has learned over his lifetime. Through the bombardment of balefire bombs and the immediate fallout after words, he was kept in a protective cocoon and in a state of coma. But now Nightmare Moon wishes to once again establish an influence upon the world, and has awakened him to the remains of the world and her service. Join Midnight as he struggles with finding his true identity and purpose once again and dealing with the choices and actions he must take to survive in the Wasteland...

Published 2013-06-07 14:50:03 UTC
Last updated 2013-06-07 14:50:03 UTC

Prologue

Prologue
Pain ebbed throughout my mind as I tried to focus on my surroundings. I had just exited the memory leech cove. Memory leeches lived within the hive to the mutual benefit of both changelings and leeches. Changelings used them to devour the memories of ponies after the changelings had fed upon them. This resulted in the ponies becoming truly husks of their former selves, no willpower to drive actions of rebellion nor memories to cause them to want to go against us. By doing this they became excellent manual laborers and servants and would work until they dropped dead with whatever we instructed them to do. I noticed a team of husks following a changeling toward the lower cave reaches, perhaps to expand tunnels for the hatchery or more than likely to fortify it in some way. I rubbed my head and tried to get my bearings.
All around me various changelings raced in dazing patterns all of them intent on one thing. One last Feeding before they all perished from the balefire bombs that if our agents were correct, would fall upon us in only a few hours. I groaned inwardly as I heard several ponies begin to cry out as the changelings began to drain them of their feelings. Normally it was a slow process and the “Host” would have little to no idea was going, kept in a dazed, dreamlike state and unaware of what was going on around them. But time was not plentiful and so they elected the rough option of draining their emotions without sedation. Not only was this an experience that caused most ponies to go into shock, it was potentially dangerous for the changeling as well. In order to properly feed, the pony's emotion must be taken with a set ratio of love to counteract whatever the alternate emotion was. If not managed correctly, the changeling may begin to feel whatever emotion they are feeding on, albeit to a debilitating extreme.
I winced as the screams of a mare near me rose and suddenly turned into pained gasps as she began to go into cardiac arrest. The changelings around her just grinned in an absent, euphoric way as the emotion energized them and relived their stress and fears temporarily. I groaned with my head pressed against my head and sighed as I addressed them.

“If all of you are going on a feeding spree, could you at least do it with some manner of dignity or take it to your personal quarters!”

As I expected, they ignored me, lost in their frantic emotion high state. I began to slowly stumble toward the exit of the feeding chamber. A snow white unicorn collapsed beside me and caused a spike of pain from a forgotten memory to knock me off my hooves. What was it about that color?... I started to rise shakily when an elegant unicorn-born changeling approached me. Unicorn-born changelings were the most common type of changeling, due to unicorns providing the most emotion with the way their connection to their magic magnified their emotion due to part of their magic's power being derived from emotion and the strength of their hearts and souls. Unicorn-born Changelings were simply called changelings due to their ability to make the illusion of shape shifting into different ponies in order to get close to them and feed. The changeling that approached me regarded me in a cool hatred.
“What gives you the right to dictate what we do, halfbreed?”

He sneered at me and spat out the last word in a curse.

“Any power you have is solely by the gift of Her power and by being the Queen's favored toy...”

I sighed as I rubbed a hoof against my temple. The echos of thoughts and memories no longer present within my mind swarmed through my mind as it tried to call upon who this particular changeling was and why he resented my title and presence. When nothing came I just shook my head in a futile attempt to clear it as I looked up to address the changeling.

“Look my request is nothing...but a request... for-”
Another spike of pain caused me to gasp and I crouched holding my head. The attacker sneered and shoved me against the wall and we both stood on our forehooves, though I had to more or less lean against the wall for support.

“What's wrong halfbreed? Can't handle a simple memory leeching? Undoubtedly due to your inferior pony blood mixed with what little superior changeling blood you have inside of you. Perhaps I should just put you out of your misery, the Queen might even thank me and reward me of ending your wretched existence...” His eyes gleamed lewdly as he imagined his desired reward.

He then drew a long jagged dagger in a dark green aura and chuckled darkly as he tilted my head up with a hoof and brushed the side of the blade against my cheek.

I tried to summon my own magic to push the blade away and draw my own blade, but in my weakened state it only fizzled a useless spark, prompting him to laugh again.

“Your weakness is only proof that the Queen needs a real changeling stallion in her chambers, not a pathetic fool pretending to be a superior race just because the Queen bestowed some powers unto him and he was blessed by the Nightmare...”

What little part of my mind I could focus reached out into the Hive Mind desperately. As the changeling raised his knife I made contact with the Shiftling, or pegasus-born changeling I had been searching for. He landed behind us and extended his wings, which gleamed a metallic silver in the soft green light of the glowing gems around us. He inched closer and posed his wings above my attacker and I smirked. The changeling paused confused by my expression, unaware of the danger he was in.

“What's wrong... you hesitate to kill a lowly halfbreed?”

My taunt caused him to howl in rage and continue his strike aimed to slice open my neck. As the knife began to descend he slumped and dropped the knife with the sudden absence of his magic as the shiftling's wings which had changed to become serrated blades pierced his body in an x as the wings crossed. Blood dripped from the changeling's mouth as he whispered one final curse at me.
“You are no true changeling nor are you a unicorn. You... you are not truly anything anymore. You are... Nothing...”
After a few moments the light faded from his cerulean void-like eyes and he was silent. As the shiftling retracted his blades and whipped the blood on the corpse, I rose and nodded in thanks.

“You did well young fang, though I had expected you to arrive sooner...”

The shiftling bowed low and mumbled with his face nearly pressed against the cavern floor.

“Forgive me Master, I was distracted by the chatter of many within the Hive Mind. Is it true what they say, are the Zebras really going to fire the bombs upon us as well despite our treaty?”
I grimaced and nodded.

“It is so. While the Zebras would normally honor their agreement with us, the fact that our hive happens to reside under the capital of the Equestria out ways any resentment they would have over such an act. Destroying Canterlot is far to tempting of a target”

The shiftling looked away and asked in a concerned tone.

“Then is that it then, are we fated to die with the ponies and their war?”

I shook my head and said in the most reassuring voice I could manage, “No, we will live through this, even now our Queen is gathering her strength to prepare a massive chrysalis to surround the entire hive and shield us from the balefire. Have faith in the Queen, and you will yet live through this...”

“But why couldn't we have taken over one of the Stables? Why must the Queen force such strain on herself without us to assist her?”

“Because...” I trailed off in thought. I...remembered more or less several arguments I had had with Chrysalis over the same subject and could only repeat her logic to him.

“Because while we would gain a shelter, it is not guaranteed to survive especially with how some stables have been made. And even if it would be large enough to hold the entire Swarm, and protect us from whatever happens, the Queen does not want to risk so many lives against the gamble of our success against Stable-Tech’s defenses.”

He nodded in acceptance and looked up at me.

“Very well Master, will you require an escort the rest of the way to your room?”

Normally I would tough it out and walk back to the living quarters by myself. But seeing how I had been to weak to stop the foolish noble changeling's assassination attempt, I had to admit help would be needed.

“Yes you will be my escort, however you must be more perceptive from now on and not focused on idle gossip and fearful complaints, had it been a serious killer and not a pompous noble, I may have been slain long before you arrived.”

He bowed again and whispered words of apology. I held up a hoof to stop him.

“As punishment for endangering my life... you will escort me the rest of the way as stealthily as possible, and I will be grading you on your performance. Do the Fangs of Change proud, and I will forgive your actions this time...”
He flinched at the new pop quiz he had to accomplish but nodded in acceptance. Perhaps I was being a bit hard on him considering the situation we all faced in a few hours, but who says an initiate assassin’s life is easy? I certainly don't. Two dark green flames engulfed the Shiftling's blade-wings and they transformed into leathery patches of skin similar to a bat. Without a sound he flapped his wings and rose into the air and vanished into the shadows of the top part of the cave that was not lit by the glowing crystals that lined the pathways and tunnels below. To his credit, the shiftling concealed his presence adequately well, as only my enhanced vision in my right jade hued eye caused by the “blessing” bestowed to me from Nightmother Moon as I called her allowed me to pierce the dark veil of shadows. Not to imply that my normal blood red left eye had difficulty in the darkness. Far from it, but my enhanced eye could see him without any strain or conscious effort in the task. And in my current mentally state, concentration was not something I had in abundance.

Fortunately the rest of the way to the Queen's chamber entrance was uneventful and I dismissed the young shiftling, who still whispered apology for his tardiness as he did so. Smiling as his actions I approached the large cave's entrance, only to once again be blocked the overzealous earth pony born, otherwise known as Brute changelings that guarded the entrance. Snapping to attention, their thin black hide grayed as they pounded the stone with their hooves across each other at either side of the entrance of the cave and their bodies became the very stone they touched. While they were larger than most earth pony stallions and had a glare that could intimidate most anything that approached them, they also proved once again to be as intelligent as the very earth and stone they became. With an exasperated sigh I continued forward.

“Must we go through this every time I wish to enter the Queen's chambers, which in all honesty are mine as well? I have been through here several times, certainly more than either of you can count, and yet you still regard me as an intruder...”

The pair stared at me blankly before looking expectantly at the dagger strapped to my barding, and I all but through the sheathed blade at them in frustration. With a nod they retracted their hooves and I passed by them, barely managing to not stumble as I did so. As I entered, I immediately approached the still form of Queen Chrysalis, her horn glowed as she concentrated on focusing every ounce of her power on crafting a gigantic protective chrysalis around the hive. Her eyes opened briefing as she noticed me and after a moment her horn stopped glowing and she reopened her eyes wider. She met me half way across the room and nuzzled me for a moment before looking over me with a tired expression.

“Midnight, you look very weak, did the memory leeches take too much?”

I smiled wearily and nuzzled her in return. “I... no they took what I instructed them to take. I just did not expect the treatment to leave me so drained. But after some rest I should feel better. I do feel better overall though, the great pressure that grated within my mind that built up over the years I have lived is finally gone...”

I looked her over more closely and saw that she too was far weaker than normal. Her bright green eyes had diminished to a faded glow and her long blue hair drooped and seemed dead. Her hunger scars, the holes that dotted her body caused by long periods of famine and severe lack of love, appeared larger now, as if they were growing as she created the chrysalis. This was likely the case however and I knew that it would not be long before my lover had faded away in a last attempt to preserve her swarm from the war around us. We had tried everything we could, playing both sides and causing inner conflict to delay the utter destruction we now faced, but we had failed. As I looked into her eyes, I could clearly see that she blamed her self. That she has failed her Swarm and now they would all die because of it, just like the Elder Changelings had claimed she would when they had exiled and left her to die in an Umbra cave so many years ago when I had first met her. I could still remember those moments after what I had done to myself in order to preserve my sanity...
It had only been by fortune that I had taken shelter from a storm and encountered her. Despite the danger, I stayed with her that night and kept watch over her and the next day we had ventured forth to take back the Hive and restore her to being the Queen. When we had reasserted her to her rightful place, we... strange I can't seem to remember now. Perhaps the leeches had taken more than I had instructed after all. Noticing my distant expression, Chrysalis embraced me again, and I was surprised to feel how frail and thin she felt.

“I know you allowed yourself to be leeched to reduce the stress from your mind from living for so unnaturally long, but I worry for you know...”
I smiled weakly. While most would assume Chrysalis is an unfeeling and unforgiving queen bent on draining everything around her of emotion, it is not her true nature. Yes, while a maddening hunger normally would cause her to be less compassionate, the concern for the existence of her swarm has given her a moment of clarity. And as for why she was hunger crazed in the first place...

“Do not worry for me my love, I can bear through this. But you look so weak now, should you not rest for a moment, both of us could use it...”
She smiled ruefully and then the determination in her eyes ignited once more.

“As much as I would enjoy a... rest with you, I do not have time for that. I cannot be at peace until the protective chrysalis is in place to give my children the protection they need.”

I looked directly into her eyes for a moment and searched for any hesitance in what she was doing, and much to my selfish disappointment, I found none.

“You know what will happen if you finish the chrysalis? Your existence will be forfeit and you... you will be...”

She kissed me passionately then withdrew and stood up shakily. She traced a hoof through my black and gray stripped mane and smiled at its silkiness. My pact with Nightmother Moon had preserved my body in the prime of youth, and even my cutiemark, an open book with a quill writing runes within it,, stayed with me even when my body became part changeling.

“I know the cost of what I am doing Midnight, but how could I call myself the Queen of this swarm if I did not do everything in my power to protect them? I know you do not wish for this to be, I do not wish to leave you either. But I have left a piece of my self locked away in reserve so that when all of this is over, we can be together again and rule the swarm as before...”
I rose quickly to stop her but stumbled as she continued to the exit of her chambers.

“Wait what do you mean by that?”
Chrysalis shook her head sadly and paused at the doorway.

“Goodbye Midnight Page, I must go to finish the chrysalis and fulfill my duty. I will treasure our time together and think of it when I fade...”

I tried to force my body to get up, to reach out to hold her one more time but it was no use. I could only watch as she left the room. I was dimly aware of a bright green light flashing all around me, followed by the screams of surprise of the thousands of changelings throughout the hive mind. Then there was an overpowering calming sensation as my body began to go into a hibernated state and I slipped into unconsciousness...
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~
“Get up Midnight...”
I shivered as her voice echoed all around me. I looked around, floating in a void of darkness.
“I command you to Get UP!”
I struggled to stand as he turned to face the pair of glowing jade eyes that floated above me.
“What... what do you want Nightmother? Come to taunt me about my weakness? Or maybe give me a nightmare to amuse yourself with?”
Her laugh rang in my ears as her eyes floated closer to me.
“Come now Midnight, you should embrace the nightmares when they come, after all every “good” dream is but a lighter perceptive on a darker experience. But no I have not come to amuse myself with you, I have others designed for that. And as for your weakness, such a thing you experienced would drain even I somewhat, so I do not blame you for that.”

“Even though you are the reason I had to do that in the first place!” I hissed as I noticed my mind seemed considerably better than it had been before.

“Silence, do not scorn me after all that I have given you. It was you that begged me to prolong your life so you could continue to be the little queen's toy, and I had only done so as a reward for your service to me. But I will NOT tolerate such impudence from you.”

I lowered my gaze, knowing I would not even begin to contest against her will directly.

“Fine, what is it you want from me, the balefire bombs are about to hit and I don't have much time to-”

Once again she laughed and looked down upon me with an almost pitying expression.

“Do you truly not realize what has happened while you have slumbered? The balefire bombs have hit your precious Hive long ago and you are currently entombed in the massive chrysalis that protected a small amount of the swarm from perishing. But now I wish you to act upon my behalf once again in this new world that has emerged from the aftermath of its own destruction.”

My eyes widened as I took in what she said.

“What do you mean some, how could the chrysalis not protect us?”

“It seems that your foolish Queen diverted a portion of her power to something else. What it is I do not know, but it was enough that a portion of the chrysalis was weaker than the rest and the balefire bombs were able to get through. But enough have... survived to some extent that you can rebuild your Hive once you have acquired enough emotion to awaken them.”

I cocked my head in confusion.

“But why do you care what happens to the changelings, I thought you hated them?”

“I disliked them because they distracted you from your duty to serve me, just as your “enchanting” little zebra pet had done. But that has changed. Everything has changed and it is time I gain a true foothold in this wasteland of opportunity. I will explain more later but for now I command you to wake from your slumber and learn of the world.”

I sighed as the glowing eyes faded away into the void and I was alone. What had she meant by how the world had changed? What could have happened to Equestria that caused her to assert herself again. With so many questions going through my head and no answers I did the only thing I could think of. With a deep breath I slowly opened my eyes and woke up...

Author's Note

Author's Note: Hello there, thank you for reading my own little Fallout Equestria Story. I will try to update this as regularly as I can. Special thanks go to Kkat of course for creating this immensely wonderful universe~ Just as a note on what to look forward to, this will be a kinda sorta double crossover, as I will be taking several elements from Star Craft 2: Heart of the Swarm (like the evolution abilities in a way. There will also be some stuff (like the incorporation of bullet time) from the Fallout New Vegas Project Nevada mod. I hope you enjoy the story and please like (or dislike if it displeases you) and review!

The Awakening

The Awakening

My eyes fluttered and I began to breath quickly as a feeling of claustrophobia overtook me. It seemed a pod-like mass had formed around me and encased me in some kind of goo. I blinked trying to see through the hazy goo that hindered my vision and tried to figure out where I was. Luckily it seemed that the goo seemed to be supplying some kind of recycled oxygen and breathing was not an issue. I tried pushing forward with a hoof at the side of the pod, and felt the membrane weaker in some areas. In a digging motion I attempted to claw my way out, though once I had pierced the lime green shell, a wall of dark outer membrane blocked my path and I could not break it. It was strange that the black outer shell was there, it did not feel the same as the rest of the cocoon. And yet there was a distinct familiarity with it that I could not place... I then tried the top of the cocoon and it thankfully gave way without much effort. I half swam upward and broke free with a gasp of air as pieces of the shell fell around me. I slowly pulled myself up to the open edge of the cocoon and unceremoniously fell to the ground with a yelp of pain.

As I fell I noticed that while most of the cocoon was a light green, where the green shell had started to weaken an onyx shell had formed over top of it. Looking closer I saw in the center of the black shell was a crescent moon and knew Nightmother Moon had created it. But why would she go to the trouble? Rubbing my side I rose on my shaky legs to see where I was.

Apparently I was still in Chrysalis' bed chambers, though there was an odd decaying smell that filled the room. I took a step forward and gasped as a wet crunch followed.
Looking down the dead body of what seemed to be a changeling lay sprawled out before me. Or at least it had been a changeling, its body was bloated and looked deformed, and a strange pink ooze seeped from several bite marks along its body...
Barley resisting the urge to vomit I turned away from the corpse and started for the exit. A strange shuffling sound echoed outside the room and I crouched low and peered around the corner.
There were five of the... well I do not think they can really be considered as changelings anymore. I guess I will call them bloatlings due to their new appearance. But wait if they were changelings maybe I could reach out to them in what remained as their Hive mind?

“Hey... can you understand me?”
The bloatlings froze and seemed to sniff the air in confusion. I soon realized that they would not be answering my request, and I yelled out in frustration as my anger peaked.

“What has happened to you? What has happened to the Hive? Answer me!”

The bloatlings noticed my now revealed presence and started toward me, long fangs bared and eyes watching my hungrily. I looked around desperately for some kind of weapon to find them off as they encircled the entrance to Chrysalis's chambers, and found nothing of use. All around me the bloatlings hissed in amusement as they crept closer to their prey.
Ok, reaching out to them was not a good idea...

Just as a bloatling charged forward to my right, a shimmering dark bobble surrounded me and I sighed in temporary relief.
“My, my, has your time within the protective cocoon coupled with the willing loss of most of your memories turned you into this much of a fool?” Nightmare Moon's voice echoed around me and I glanced around to find where she was before looking up quickly.

Her jade eyes hovered above me, glaring down at me like I was a bad colt who had broken a rule but she could not punish me. Well she could easily punish me by lowering the force field, but my death would serve her no purpose.

“I... I just wanted to-”

“To attempt to communicate with the rouge mutated changelings that seem to now be feral yes I know. Honestly you should know better than this...”

My ears flattened at her scolding and I looked away.
“I expect better from you Midnight, it is not as if you lack experience in such things as combat and self defense.”

“I... I don't remember.”
The eyes narrowed and a swirling mist swirled around the eyes for a moment before the rest of Nightmare Moon's body took form and she landed in front of me. She tiled my head up to meet her gaze and looked straight into my eyes.
“What do you mean you don't remember?”

“I don't remember how to-”

She cut me off again her eyes widening in disbelief.

“You don't know how to fight anymore! You have lost this much of your skills along with most of your memory? This cannot be! You will die swiftly in the Wasteland without the skills you have honed in the many years of my service...”
She paused, her eyes narrowing.

“Tell me, what DO you remember? If you have been reduced to a total whelp that I will have to coddle to ensure survival so help me I will-”

“W-wait I do remember things! I can still infiltrate areas to learn secrets and the shadows of the night still embrace me as their own. And I can still be just as convincing as ever with my changeling abilities to assist me.”

She paused in mid rant.

“So you say your utilitarian abilities have not diminished, or at least less so than combative and survival ones then?”
I nodded, awaiting another below of outrage at my now apparent uselessness. She brought a hoof to her chin and pondered for a moment.

“Hmm we can work with this... Yes there are many mercenary groups that can handle protecting you out there. And I sense at least one of my chosen in the area near here.”

I frowned in confusion.
“Chosen? You mean like me?”

“No not like you, you and Ny-, ahem certain others are a special case. While my few Chosen that are left-or their descendants I should say- have traded the lives of their kin and future generations in eternal servitude to me in exchange for power or wealth, you act as direct conduits of my will and power.”

So there were others like me then! But wait...
“Why would they make their entire family serve you forever for a temporary reward?”

She laughed in dark amusement and shook her head.

“Why does anypony act upon whimsical feelings of greed or lust? It matters not to me. The point is they will have the skills to protect you, so that you may focus on serving me as you should.”

I sighed accepting her demeaning judgment over me.

“Now then seeing how you have forgotten your combative abilities, what spells do you still know?”

I racked my brain and unfortunately came up with only two, well one if you count telekinesis.

“Well I can still use telekinesis to lift things with my mind-”

“You would scarcely be considered a unicorn if you couldn't even do that much.” She deadpanned with a roll of her eyes.

“A-and I still remember my dark portal spell, though it is a bit out of practice and it is not as strong as it once was. Aside from that...”

She sighed heavily as her hoof met her face.

“Well at least it's something. Very well then, you will travel out of this tomb of a hive and seek out my Chosen. Then you will await further instruction and do NOT go off on your own again, is that clear?”

I blushed in embarrassment, the last time I went off on my own, I ended up becoming part changeling. I would rather not become something worse this time around.

“Yes Nightmother, but how will I recognize them?”

“They will bare my mark upon their body, usually upon their face or hooves. They will not be hostile toward you so you need not fear them. Now I have stayed far too long here and must check up on my other young foals. Just because you are my most useful foal at the moment does not sanction favoritism...”

“Other foals? Do I get to meet them? I-I mean we could probably serve you better in a joint effort right?”

Her eyes narrowed again.

“No you will not seek them out unless I explicitly say so otherwise, do you understand me? I will NOT tolerate disobedience in this. You are kept apart for a reason beyond the bleeding effect and because I command it to be so.”

What is she talking about?

“What is the bleeding-”

“ENOUGH! No more questions. I have commanded you to leave them be and you WILL do so.”
She started to disappear and I cried out, “Wait Nightmother what about the bloatlings? How am I supposed to fend them off?”

Her vaporous form sighed and solidified.

“Oh very well, I will return Eclipse to you. It will have some knowledge of what to do in a battle even if you do not...”

A dark wickedly curved dagger that shimmered in a dark blue that contrasted slightly with the onyx blade appeared beside me. I reached out and touched it with my hoof and images flashed before my eyes of the first time I had used it. To carve up the stallion who had mutilated my parents after butchering them to death in front of me. I could still feel the way the first strike felt. How easily it had been able to slice through their flesh like hot butter. I had awakened a hunger in the blade that night. And now it was starved like I was of emotion and demanded to be sated. With an effort I sheathed the knife and looked up at Nightmother who was watching me intently.

“I thank you for the gift Nightmother, it is most generous and it will... it will allow me to serve you well.”
She started to fade again, her eyes still watching me.

“No Midnight it is not a generous gift at all, but you will learn of that in time. Now go and serve me my little foal, and remember, I will be watching...”

She soon faded away and after a moment the protective dark sphere around me dissipated as well. And as my luck would have it, the bloatlings had not only stayed by it but had attracted more of their kind to me. Great. Now all I had to do was fight through this amassing hoard with little to no combat ability and figure out a way outside. Simple enough right?... Yeah I am doomed. With a deep breath I stepped forward and drew Eclipse, the soft yet ominous sound drawling the attention of the closest bloatlings and they charged forward with a starving scream.

I drew Eclipse and readied, crouching low, by the instinct of the blade more so than my own, and watched the bloatling charge at me. As it neared, I raised Eclipse, cutting into its chest and throat, the blade seeming to enjoy being soaked in enemy blood. I winced as a sudden fountain of blood momentarily blinded me. Thinking quickly I lifted the corrupted thing over my head with my magic, throwing it in the direction of the rest of the bloatlings.

Rather than continue the charge, most of the bloatlings paused and began to gnaw on the corpse of their now dead ally. Forcing back a bit of bile down my throat, I directed my attention to the pair of bloatlings coming up from my left. I lashed out at the closest one, slicing its throat open and ducking the spray of blood that soon followed. My right hoof feebly shot forward to strike at the other bloatling, but it only caused it to rub its nose in annoyance before continuing its attack. Eclipse met the charge, sinking straight into its left eye and out the side of its head. It gargled for a moment then collapsed in a pool of blood. Looking over at the remaining bloatlings, I noticed they had almost completed their meal. I throw the two bloatlings I had just slain to add to their frenzied feast.

I trotted closer to them and stabbed one in the back, then held my breath. Many of the remaining bloatlings barley seemed to register anything beyond their feeding and did not look up. However some began to twitch, as if the frenzy was wearing off. I could continue to stab them, but doing so at this rate would only be asking them to notice me.

“Remember Midnight, an illusion is based upon the perception of those watching it. Distract them sufficiently and you can do all a manner of things to and around them without their knowledge. It is magic of the mind, not the spirit...”

I shivered as Chrysalis' words echoed in my head. But she had a point. All I had to do was change their perception of time and I could kill them all easily! But there was no way I could affect their minds, let alone during their feast. But I could still affect one mind to my advantage. My own! If I made myself believe time had slowed, my body would be able to react more effectively than otherwise to what was happening around me. I began to eye one of the backs of the bloatlings. I stabbed one in the middle of the pack, which was the largest and probably the most dangerous, and as it screamed in surprise the others finally noticed me. I focused deep within myself, drawing upon the changeling ability to put others in a temporary dream like state.

It felt strange using it on myself and I almost had to resist falling asleep then and there! After a moment time seemed to slow to a crawl and the leaping bloatlings only inched forward in the air. I lashed out with Eclipse, slicing them then began to roll forward. While my own movements seemed to slow as well, I had plenty of time to plan where to dodge and strike. In only a few moments (though it had felt much longer) the bloatlings lay dead before me and I ended the spell breathing hard. I felt winded as if I had forced myself to run a marathon, which is far beyond what I even dream my body being capable of doing. I made a mental note to keep in mind the draining effects of this in the future. After a final look at the corpses I forced myself to move on.

I soon entered the spawning cavern, and the sight alone of what had befallen the thousands upon thousands of changelings froze me stiff in shock. Countless young lay dead in a withered dried up state. The Lesser Queens hollow husks surrounded by the young like a sea of desperate souls reaching out for relief and redemption. The Lesser Queens, those unfit or physically unable to lead there own swarm, were locked in an eternal version of their second form, the third being the final form which Chrysalis had reached and the first being a spawnling like every other changeling. In their second state, the lesser queens were large unmoving statuesque pony like forms with an appearance similar to a manikin, only one the size of a small boulder. They served as educators and caregivers for the young changelings, to teach them of everything they needed to know, from the changeling hierarchy to ways in which the various types fed on emotion. While the lesser queens can generate their own love like replacement to fuel themselves and the dreamlike state they place the young into in order to teach them, the young have no such luxury.

Should they go without a minimal amount of love, the still partially developing changeling's body will begin to eat itself to ensure the core essentials survive. While this happens to one extent or another on many creatures, it occurs at a very rapid rate and cause the many holes that riddle most changelings to form. If enough of the young focused their hunger however, they could feed upon the relatively defenseless Lesser Queen, which was how Chrysalis gained the many holes throughout her body. Somehow a part of me could sense that a few changelings yet lived somewhere within the piles of dead, perhaps only be feeding upon their dead kin. But I did not search for them. I could not make myself. I knew that if I did manage to find even one spawnling now, it would try to eat me in desperation to survive or worse. I would have to explain to it that I had not love to sustain it and more than likely leave it to continue to eat others, if only to live to some degree. I slowly spread my insect-like wings and began to make the slow flight to the next cavern that would lead me to the exit of the Hive. I just hope it will not have collapsed or something. I don't think I can bare to backtrack here at the moment...

As luck would have it, the pathway was clear and I did not encounter any more bloatlings along the way. But I stopped at the large stone door that would lead to the world outside. I had an odd sense of trepidation, as if I was about to make a huge choice that would once again change me forever. But to stay here was to wither and die, and I did not wish to suffer the fate of the spawnlings or become a bloatling in time. With an effort, I pushed the old door open and was met with a blinding light that seared my vision. Did I mention how much I hate the day time and light? I suppose much of it had to due with my extremely light sensitive eyes that came with my original albino unicorn race. In many ways I had been raised as a mock nocturnal creature for most of my early years of like. I suppose it is ironic how I became one after my pact-and adoption if you could consider it one-by Nightmother Moon.

After blinking away tears for several moments, I was greeted with a surprisingly warm breeze and a good view of the mountainside. Or at least the chard remains of what was left of it. Where once a dense forest had blanketed the entire area, was now a baron wasteland void of life. Stepping outside the cave I tried to take in the drastically different surroundings. Unfortunately I was so focused on trying to make sense of the new world around me, I failed to notice the small group of ponies rushing toward me until they were nearly on top of me. They were dressed in what appeared to be some kind of armor, though it was little more than random bits of metal and spikes fused together haphazardly around a worn leather barding.

They screamed lines of gibberish at me and raised various weapons in my direction. While I had very little experience in the art of maintenance, I could tell that the weapons were shoddily made and barley holding together as is. I drew Eclipse once again, shivering slightly as the blade seem to almost... pulse with excitement of rending these attackers to pieces. A stallion who's hooves were wrapped in a layer of spikes darted forward and swung at me. I managed to glance the blow just barley, and he used my momentary unbalance to strike me with his other forehoof in my stomach. I fell to the ground with the wind knocked out of me and a rough scrape across my belly dripped blood. The stallion laughed in some kind of sadistic merriment before rearing up to strike again. Fortunately for me, the other ponies had decided to stop and enjoy the show. Unfortunately for me, I doubted that any of them would be coming to my aid anytime soon. With a pained gasp I reached out and took hold of his heart with my magic and began to drain his emotions away as swiftly as I could.

He froze in mid strike, perplexed by the strange feeling that was undoubtedly taking hold within him. The gash in my belly began to heal and fade as I continued to feed upon him. The others watched silently, obviously confused why he had stopped his attack. Their answer came when he dropped to the ground with a distant, void-like expression and did not stir. I could sense their palpable fear radiating off them as one rushed forward and started to drag him away. I glared at him with all the hatred I could muster and he cried out, dropping the now half-gone stallion unto the ground and running back toward the group. I rose slowly, watching each of them intently with a challenging expression to see if they would want to meet a similar fate. Apparently none of them did as they turned tail and ran east, likely in the direction of their camp or home. Though one mare did cry out as they retreated, “You will pay for this you... you freak. We'll be back tomorrow and then we will get ya good!”

I sighed in relief and after they had gone out of sight I turned to the seemingly frozen stallion beside me. I began to search him for something valuable and instantly regretted it. Until now I had somehow ignored the foul stench that came off him. His coat was matted with dirt though at some point it had been a light shade of blue. His cutiemark depicted a pony impaled with spikes and I rubbed my stomach with a shiver. A part of me almost considered taking the stallion's armor and weapons to have some degree of protection as well as a back up weapon if Eclipse was taken from me. But that would likely only gain me tetanus and worse. I did notice on close inspection of his saddlebags after I had removed the thread bear sacks, that he had a small pouch of... bottle caps? Why would he be collecting those rather useless things?

Though he did seem rather mad so that could explain it. Out of spite for the wound he had given me, I took them and after a moment of staring into his empty, emotionless eyes, promptly slit his throat. With a sigh I looked in the direction the group of fleeing ponies had gone. What was I supposed to do now? I had no clear direction to take. And I sincerely hoped that Nightmother's chosen were not among these bandits. But as much as I would have liked to rest and think on what to do, the fact of the matter was that I desperately needed both emotion and food and water to survive. And if nothing else, the ponies would at least give me emotion. With a final look at the destroyed Hive, I turned my back from it and headed toward what I hoped would be a meal and a good nights rest...
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Current Quest: Of Like Mind and Duty-Find and meet with Nightmare Moon's Chosen, and await further instruction.

Level Up:
S.P.E.C.I.A.L. Stats and Traits
Strength: 4

Agility: 6

Intelligence: 6

Charisma: 9

Perception: 7

Luck: 5

Endurance: 4

Foal of the Nightmare: You have made a pact long ago with Nightmare Moon and it has changed you to become more than just your average pony. In addition to adapting to low light conditions (and even complete darkness) instantaneously, you gain a small bonus to all skills at night. However others fear what you represent and most factions will start initial hostile toward you until you gain their trust. You also gain an additional +1 to perception at night at the cost of suffering from -1 perception during the day.

Power over Powder: Due to the extreme magical enhancements of your body, it is no longer is effected by drugs positively or negatively. You shun anypony that resorts to the use of chemicals to imitate the power you already posses, and do an additional 15% damage to enemies under the effects of any drugs, as well as gaining unique dialogue with dealers and addicts.

Special trait: Half Changeling: Due to an unfortunate side effect of the Queen of Changelings feeding upon you while protected by the potion of Nightmare Moon inside of you, you have become part changeling and can shape shift into other ponies at will. Note this acts similar to faction armor so be careful who you disguise as.

Known Spells:
Levitation-Basic item levitation.
Dark Portal-Rank 1 You may summon a pair of dark portals no bigger than your hoof, which are detected by others based upon your sneak skill. You can also use them travel short distances if focused long enough to expand them sufficiently.

Tagged Skills:

Stealth

Lockpick

Science

Special Skill: Speech