Queen Chrysalis' Foundation for Volunteer Incubators

by Jokie155

Rating: mature
Tags: Queen Chrysalis, Fluttershy, Sex, Twilight Sparkle, My Little Pony: Friendship is Magic, Dark, Romance, Drama
Length: 20154

Queen Chrysalis is told that kidnapping ponies and laying eggs in them against their will brings bad publicity. So, she tries a new approach to finding incubators, and Fluttershy is the first (and only) volunteer...

Queen Chrysalis is facing a problem. With her new campaign to continue ruling as Queen for another hundred years coming up, her political advisor discovers that kidnapping ponies for her to spawn eggs into is not creating a very good public image. So she decides to change all that, by asking for volunteers instead.

But what pony would willingly give the lower part of their body to an evil changeling princess with the end result being ten changeling larva emerging a few months later? Only a pony full of kindness and dedication to helping little animals and ponies of all shapes and sizes of course. Everypony else however have their doubts about how far Fluttershy is willing to go in order to help Chrysalis change her ways.

(Please keep in mind this was written originally during Season 3, as such I will be keeping to pre-Princess Twilight events.)

Published 2013-07-01 12:20:03 UTC
Last updated 2015-11-17 16:09:55 UTC

1. A Political Situation

It was an experience that she rarely felt, for a very good reason. Sitting there on a slimy bed while her royal physician looked over endless charts relating to her health was hardly the way Queen Chrysalis of the Changelings liked to spend her day. Things like whipping pony slaves with tentacles she sprouted from the walls of her hive were far more entertaining. But not sitting there in absolute silence. That wasn’t fair at all. Just because the hundredth anniversary of the day she drained all the love out of the former Queen until nothing more than a lifeless vegetable remained was coming up didn’t mean she needed a full examination before then. Especially when it involved rather extensive probing into areas that she regularly used, and took great pride in keeping in top condition.

“Oh please, spare me the boring details and get straight to the point already. I already know I am in perfect condition, just as I have been for the past hundred years. And I have maintained an exceptional fertility rate right from the start. If anything were wrong, I would know about it immediately!” The Changeling opposite looked at her blankly over the top of the clipboard. Her only mistake had been to give him the power that he now used to keep her there for the tests in the first place. And still he kept his silence, continuing to study his observations in great detail. “Surely you remember the notes you took down! If I wanted to wait this long in silence, I would have simply marched up to Canterlot Castle and begged those wretched ponies to throw me in the deepest dungeon they had. But being held prisoner inside my own hive is laughable at best!”

A probe from the roof lowered down. Chrysalis looked at it for a moment before it proceeded to clamp her mouth shut. “Thhs us trrssn! Yu cnn’t duu thss!” Her physician left the immediate room to the empty viewing room. It was usually filled with young Changelings, mostly to listen while she taught them about the sorts of things only their Queen could properly educate them in. Several more minutes passed. By then, Chrysalis had folded her front legs to tap one hoof against her shoulder, while her magic focused on trying to remove the clamp from her mouth. Each time she came close to prying it off, the physician tightened it again.

More minutes passed. She mumbled in great excitement as the physician finally exited the viewing room. “Release.” The probe from the ceiling of the room released Chrysalis’ mouth while returning to its position out of sight. “All of the vitals check with flying colours. Your brain chemistry is at its best, and there is no sign of damage in your reproductive organs from constant use. But, I have noted that your intake of love energy has declined in the months since the Canterlot incident. I recommend that you increase your intake as soon as possible.” Chrysalis slid herself off the bed with an undeniable level of enthusiasm. Freedom from the tedious hours of medical examinations. The ability to return to whipping ponies, asserting power over her minions, and of course creating more Changelings to continue growing her empire.

Upon exiting the physician’s room, several Changelings from her council immediately flocked for her attention. “Please, I have been forced to sit still for almost an hour. Can you believe it? I am in no mood for any problems you may require the advice of your Queen on at this moment. You can all return to your pods until I feel like burdening myself with the task you all present to me.” Many council members backed away with their heads just barely above the layer of slime covering the floor. That level of the hive in particular was always kept slimy for the appeasement of their Queen. In this case however, she was anything but appeased. The Minister of Captive Bunnies for Farming Love found himself huddling in terror as her slender hoof pointed in his direction. “You! Why have I not been provided with enough bunnies full of love to feast on lately? Take him to... the ‘special’ class.” A pair of brutish Changelings stepped up to drag the Minster away. “While you’re there, try changing into a footstool. I’ll leave you to work out what a foot is while they beat you senseless.”

Two fleshy green doors parted as she stepped into the main chamber. Behind, a huddle of grovelling Changelings cowered in terror that one of them would join the Minister of Captive Bunnies for Farming Love too. “My physician said that I need to feed on more love. So bring me more bunnies! Now!” Changelings darted in all directions as the doors closed behind her. The central table was lit by a series of glowing sacs that hung from the ceiling to let slime drip all over the goo-coated surface. At the far end, a single Changeling sat to one side of her royal throne. “Ugh, I could have sworn that I made it clear that I wasn’t to be disturbed in here. Oh wait, I did, on threat of immediate execution!” Chrysalis glanced back at the doors. “After the Changeling in question is dressed in a bunny suit and transformed into a footstool of course.”

The one sitting at the table didn’t even flinch. It took a few moments for her to recognize the recently appointed political advisor. A result of failing to capture Canterlot. Other Queens didn’t want her making such ‘stupid and rash decisions’ without consulting an expert on how to subdue ponies into being slaves first. This one had a certain knack for slipping her mind. “I would apologize my Queen, but that would cast the false impression that the matters I must discuss with you are not crucial to your continued rulership.” It was enough for Chrysalis to trample across the table and land down in her throne in haste. Her continued rulership over the Changelings? Was there something that could possibly interfere with her true purpose in life? Or was it something that could solidify it even further?

“It has come to my attention, that your popularity has slowly fallen, and not just because of your recent defeat. You see, by the Changeling Rule of Domination 427, subsection 2A, we are required to include all other major rulers in votes pertaining to the throne. My studies have shown that while the older Princesses of Equestria are content to let you be, the younger ones are not. Thus, I fear your chances of being re-elected as Queen may be in danger.” Her eyes dilated to the point that barely any of her irises were visible. There was a chance she wouldn’t be re-elected to the role she was born into. And that terrified her to no end. “Given the fact that you slept with the husband of Princess Mi Amore Cadenza on several occasions prior to the incident, I think we can consider her vote as void due to unfair bias. There is only one left that you will need to convince to ensure your victory in the upcoming one Queen election.”

Chrysalis slumped back into her throne, shoving her hoof deep into her cheek. She didn’t need to hear who it was. The answer was obvious enough. “Twilight Sparkle. Who was the pony with a pathetically shrivelled brain that actually thought promoting her to being a Princess was actually a good idea.” The political advisor raised his hoof to answer when Chrysalis rolled her eyes at him. “Oh right, that was Celestia. At least she’s smart enough to keep me in power. We wouldn’t want a love-starved maniac on the throne, now would we?” She looked over her shoulder at the stinger board. Several defective Changeling larva dangled from the picture of Twilight Sparkle. “Fine, get me a pen and paper. I’m the only one in this hive with the mental capacity to work out how to gain favour with pony princesses. Even if it means giving her a harem of Changelings to do her every bidding.”

A pair of Changelings entered from the other side of the room, carrying a third Changeling between them. On his back sat the royal pen and paper. “Hurry up! Oh, and would one of you go down to the ‘special’ class and inform them to suspend all activities? I shall be making personal revisions to the program in just a few hours!” One of the Changelings supporting the third bolted away at the very instant Chrysalis had picked up the pen and paper with her magic. The remaining two crawled away in fear. “Alright, let’s begin.” She produced a pair of glasses from an alcove in the wall. “Perhaps we can start by releasing fifty pony prisoners, I’ll have to negotiate about whether we can sap the last remaining love from them or not. Releasing prisoners always looks good on a résumé. And we’ll still have hundreds to continue using in secret anyway.”

For the next half hour, changelings entered and exited the room while she slowly made a list of reforms for her hive. Somewhere towards the end, the Minister of Captive Bunnies for Farming Love stumbled back in, dressed in a slimy bunny suit that bore several tears and patches of blood. Chrysalis left him to soak in the lesser of her royal slime baths. Throughout all of it, the political advisor took notes from the pad as the list grew longer and longer. “And we can promise to stop teasing the carnivorous rabbits of Happyvale for being too small to nibble anything larger than their own floppy ears.” She looked at the advisor over her red-rimmed glasses. “I think that’s it! Now, I shall have the royal scribe compose this into an official letter for the royal messenger to deliver.” As the two changelings in question approached, her advisor glared back while tapping his own notepad. “I’ve made several reforms, some of them at great personal cost! What is it that still has you bothered?”

He pushed the notepad towards her, emphasising the one line of text on the page that didn’t match anything on her own pad. ‘Kidnapping ponies for the purpose of incubating changeling eggs.’ The blood running through her cold body grew warm. Fertility was something she prided herself on. It was part of the reason she made such a successful ruler in comparison to the other Queens. She didn’t need to waste time negotiating for changeling incubators, or the exchange of drones to keep the hive running. There was always an abundance of larva to train in whatever position needed to be filled, and plenty more for her to throw at Twilight Sparkle’s face. But what her advisor was very clearly suggesting would throw all of that out the window.

“I... will have to consult the Matriarch on that reform. In the meantime, ensure that everything else is carried out, and evidence to prove so is documented. I will not be dethroned on the hundredth year of my rulership because one pathetic Element of Harmony thinks she’s better than me.” The growing amount of changelings present in the room all huddled away as Chrysalis exited the room. There were days of being unpleased, days of being upset, and days when everypony feared for their whole existence. This day was quickly turning out to be one beyond their wildest nightmares. Even the ones about the ‘special’ class.

There were no condescending remarks. No threats of execution by being fed to the carnivorous bunnies of Happyvale. Not even a single sneer of disgust as Chrysalis made her way to the conference room. Several watched in silent fear as she passed through the oozing barrier that sealed off the hive air from the sanctity of the room beyond. None dared touching the outer surface alone, to be caught peeking through at the other side would surely bring unimaginable consequences. One slowly approached once the end of her tail had passed through the gelatinous green surface. He could just barely see a silhouette of what looked like their Queen regaining her composure. A truly dark day indeed.

Ahead of Chrysalis, a long walkway that stretched out over what appeared to be an endless pit a hundred metres in diameter led to a central pillar. The walls all curved in to form a dome, from which a variety of differently sized screens glowed in hues of green. As she stepped onto the central pillar, random screens began to display live images of each of the changeling rulers. Most were Princesses of minor hives, and were only present because of their title. Those on the larger screens were Queens, like Chrysalis herself, and were surrounded by their respective offspring. Directly opposite the pathway sat the largest screen in the expansive room. Matriarch Cocoon, so old and bloated that there was virtually nothing pony-like about her at all. Nothing more than an enormous lump of flesh that the relatively young Queen couldn’t help but cringe at.

“Speak, foal! You summoned all of us for a very good reason, and I would like to know that you are not about to make us look stupid yet again!” Her voice was a horrific gargle, many of the Princesses displayed expressions of disgust. The Queens knew far better than to offend the Matriarch, focusing their attention instead on Chrysalis. She pawed at the stone surface in readying herself for what could easily end very badly for her. They have their own methods of staying in power; they don’t understand what it truly means to rule as I do. They don’t understand the severity of my situation. “Did you summon us to watch you beat the ground with your hoof, or to speak? Say something you maggot!” Chrysalis flicked her head up at the insult. It was the boost to begin that she needed.

“As you are well aware, the decision regarding my position as Hive Queen is coming up. But it seems that one of the new Princesses is determined to prevent my rule from continuing. While I have enacted some reforms to change her mind...” She took a deep breath. Not all agreed with her ways, a few would much rather see her dethroned altogether. What she had to say could very well give them exactly what they needed to achieve that. “The political advisor you assigned me, has determined that kidnapping ponies for incubating eggs... is unacceptable.” Many faces took on looks of horror at her statement. Matriarch Cocoon glared down at Chrysalis with a stare that could quite easily cause entire fields of flowers to shrivel up and die.

“Are you proposing that you cease your activities? The very activities that ensure our race continues to grow in numbers! All on the advice of a single changeling that doesn’t know the first thing about breeding?!” The following laugh caused every single changeling present to cringe in agony. “I assigned him to you because you’re a stupid maggot who thinks that sleeping with the future husband of a pony princess is the perfect way to stay hidden. I assigned him to you because you had your army break cover because you were discovered, when they could have seized power from within! And now you come to us, grovelling over the fact that you’re not the popular foal in Equestria? This is pathetic!”

It caused a stir in the back of Chrysalis’ mind. This was how they treated her for following their instructions. This was how she was treated for one mistake, a mistake that they refused to let go of. It called for revenge. And not in the typical way either. Something far more devious and unexpected would be required in order to get back at them for what she was taking. “Actually...” It was a very simple idea. One that wouldn’t take much to put into effect, but the results could redefine Equestria’s view of her as a ruler who made mistakes, into something far more rewarding and beneficial to herself. “I believe I have a new strategy to replace forced incubation for my hive. I will simply ask for ponies... to volunteer.”

The array of smirks and hidden laughs stopped dead. One of the youngest Princesses, no more than twenty years of age, actually fainted altogether. Even the Matriarch stared directly at Chrysalis for several silent seconds, her gluttonous mouth hanging open wide enough to swallow an Ursa Minor whole. Volunteer? Each knew the meaning of the word well enough, but actually considering what it entailed was an entirely new matter. Giving up time and effort without the expectation of reward purely for the benefit of ‘feeling good about one’s self’ was a truly alien concept. Even Chrysalis herself began to feel sick to her stomach about what she had just proposed. What pony in their right mind would willingly let a Queen lay eggs in them, even with the promise of great rewards in return? And to do it purely for the benefit of the Queen herself?

Almost ten minutes passed before the Matriarch finally spoke. “I severely underestimated you, Chrysalis... You are clearly out of your mind, and unfit to rule for even another second!” The young Queen lowered her eyes to the ground again. Perhaps it was for the best after all. At least she wouldn’t feel any shame or embarrassment after being turned into a vegetable. She wouldn’t feel anything, and no one would give her lifeless remains a second thought. “Which is why I will do nothing to stop you. If your wretched idea to regain popularity fails, then I see no reason why the ponies should be stopped from doing whatever they like with you. And if by an infinitely unlikely miracle that it does succeed... Well, we may have to consider exploring the idea in greater detail.”

There was another prolonged silence. Nopony had expected that sort of response, least of all the one who had put forward the idea in the first place. She shuddered as the full reality of what she had just announced settled on her. Entirely at the mercy of the ponies she would be reaching out to. The very same ponies who she had stolen family and friends from to help in growing her hive. Her decision, her responsibility alone. “If the reforms I have already enacted do not prove sufficient to change the mind of Princess Twilight Sparkle, then I can assure you that I will not stop until I have made this endeavour a success. And if she still refuses to vote for me, then I will simply eat her.” In succession, each of the faces surrounding her gave a nod of approval. Some took longer than others, the few that Chrysalis recognized as her political enemies added a discreet sneer.

At last, the attention returned to the Matriarch. “Very well. From now until your re-election as Queen of your hive, you will be on your own. No other Queen or Princess will be permitted to interfere with your affairs, and you will not be permitted to seek out our help. And if Princess Twilight Sparkle refuses your vote, then we shall choose a new ruler for your hive. I do believe that Princess Pierinae has followed your approach for some time now.” Chrysalis glanced at a small screen to the far left. Pierinae. The only one that still talked to her. That was a conversation that could wait. “If there isn’t anything else, I’d like to discuss this further with the Queens alone. That will be all, Chrysalis.” She waited until the Matriarch’s screen went blank before making her departure. With each hoof step, the room grew slightly darker, as another Queen or Princess left.

Right at the corridor that led back into her hive, she noticed one screen was still very much active. “I will need a few days to prepare; you have until then to meet me here, in private. Otherwise, you will simply have to follow me, wherever I am.” Her eyes remained focused on the oozing barrier ahead the whole time. In her hive, she was the supreme power. None questioned her authority, and all respected her without falter. Seeing disappointment was not something she was used to, or enjoyed. And she definitely didn’t want to face the disappointment of a changeling who had always seen her as a role model. Especially after making what could potentially be the decision that would end her short-lived status as a ruler. “Who knows, perhaps your sisters may decide to forgive me if this works out after all. Maybe you will too.”

When she stepped back through into her hive, the air of fear hit her strongly. That was how she had always ruled, through fear. Even when trying to provide love for them to feed on, fear was key in keeping them in line. “I need a hundred changelings ready in three days time, with the resources to grow a suitable establishment for a business venture I will be embarking on, alone. I will be gone for several weeks, in my absence you will perform your regular duties, and carry out the reforms I have made. That is all.” Not a single changeling made a sound while their Queen made her way back to the throne room. The silence quickly spread as her message passed through the entire hive. Not even the slightest hint of malice in her voice, and no reminders of how limited their minds were in thinking capacity. None of them knew how to react, since it had never happened before.

Inside the throne room, every occupant watched as Chrysalis sat down on the webbed seat of power. Only the political advisor dared to approach while she maintained an expression of deep thought. “I take it that you plan to act on the factor I pointed out then. I look forward to writing my next report to the Matriarch.” By then, several younger females had begun with the usual procedure of tending to her appearance, preventing Chrysalis from doing anything overly vulgar back at the advisor in a moment of anger. "Your report to her will seem like complete drivel if I have something to say about it." The relaxing sensation that came with having her mane and tail brushed helped to quell the spite she had for him. It was directly because of taking his advice that she had been made to look like a complete fool, and condemned herself to an increasingly terrible idea. One that she now had to make the most of before her inevitable demise.

“I’d like to see the Minister of Hive Construction here. And...” One of the changelings polishing her wings flinched when she caught on one of the holes. It didn’t faze Chrysalis in the least. “I’d also like to ensure that the Princess Pierinae’s quarters are ready for her arrival, whenever that may be. That is all.” The Minister entered the room shortly after. Several rolls of blueprint paper were resting on his back, presumably a selection of different schematics for her future establishment. “On second thought, the schematics can wait, and I will tend to her room myself.” The changelings attending to her stumbled back in great surprise when she got back to her hooves and left the room without further comment.

The silence of the hive continued even after the doors of Pierinae’s former quarters had closed behind Chrysalis. The dim light given off by veins of glowing fluid that ran through the walls was enough for her to see where everything had been for thirty years. A bed with a real mattress, blanket, and pillows. Life size toys lined every wall below pictures of their homeland. “I can still be a good mother. It’s just hard to spend time with one when there are thousands demanding attention.”

2. Fluttershy and the Un-Invasion

Sunlight peeped through the floral curtains of an upper storey bedroom. Beyond the glass window, a canopy of blooming vines and leaves provided enough shade to make the morning light pleasant to waking eyes. The eyes in this particular case fluttered open with the most delicate of reactions. A quiet yawn followed with a ruffle of yellow feathers escaping the warmth of the blanket. At last, Fluttershy pulled the curtain of pink that covered her face to look over the silent room in her moment of waking. Another yawn came, this time ending in a sigh.

From the doorway, a small animal raced over and jumped on the bed. Fluttershy looked down at Angel as he sat on her stomach. He was expecting her to get up. “Oh Angel, I just woke up. Can I please have a moment to get out of bed before I prepare breakfast?” He thumped his foot down in annoyance before bouncing out of the room again. Fluttershy was left to stare at the empty doorway in hazed confusion while pulling herself out. “That doesn’t seem normal, did I sleep in?” Celestia could have set the rising of the sun forward an hour, and she had just forgotten any official announcement about it. But Angel would have woken her up if she had slept in under any circumstances. His ability to keep track of time was far better than her own.

Two hooves slipped into floral slippers, followed by another two hooves in a matching pair of slippers. Barely a squeak was made as Fluttershy began gracefully walking right into the doorframe. Hitting her face directly into hard wood provided the sort of wake up that she probably needed. Angel needed a lot of care and attention after all, a little pain was worth being able to attend to him faster. “I’m coming Angel Bunny. Just when it stops looking like the time Discord lifted the house up and made it spin. Or is that actually happening now?” It took just one attempt at flying to work out she was the one spinning, not her cottage. Especially when she landed face first on the floor.

Just a minute later, she had pulled herself back up and made her way into the kitchen where Angel waited. “See? Momma always wants only the very best for you.” Through one slightly swollen eye, she set about to prepare food for all of the pets she cared for. A light salad for Angel, wholesome grains and corn for Elizabeak and the hens, and a good portion of cereal for Mr Mousey and his family. There was a good amount of light in the kitchen by the time she had a chance to prepare food for herself. Angel had vanished into his bowl of salad. She slumped back in a stool, almost toppling it altogether in the process. “I think I’ll eat out. Whenever I can order a nice meal without dropping everything in nervousness.”

While the pets continued with their own routines, Fluttershy spent a good part of the next hour trying to decide which woollen jumper would be better for sitting over a daisy sandwich in nervous silence. A quiet shade of light green with pink cuffs and collar eventually settled down over her body. With some struggle, she pushed her wings out through the two holes in the back. On the front, right below her colour, the pink shape of a butterfly sat roughly centred between her shoulders. “There, much better. I’ll be back soon! Don’t eat too fast, we wouldn’t want you to get stomach pains, now would we?” Angel glared at her from the salad bowl.

Her hoof pressed firmly against the front door of her cottage. Another sigh, this time out of worry over what terrible disaster would land right on her doorstep when she opened the door. You can do this Fluttershy. Just go into town, buy a sandwich, then eat it and come home. Nothing to it at all. She exhaled as the door gently opened under the touch of a cool breeze. No giant fire-breathing dragons. No evil clouds of darkness that gobbled up ponies for snacks. Just a perfectly quiet and normal day in Equestria. She took a few tedious steps out until the soothing wind flowed around her entire body. “Nothing to worry about, at all.”

A pink blur raced down the path from Ponyville. As it passed her cottage, all of the nearby trees bent over drastically in the gale following right behind that blur. Leaves and twigs caught in the wind began to catch in Fluttershy’s mane. The blur quickly vanished into the Everfree Forest, leaving Fluttershy to tremble beneath an exterior rather akin to a bush. “Oh Fluttershy, why do you always have to ruin everything with your big mouth?” She cowered down as the blur made an unexpected return trip. Trees began to bend in its wake. More twigs and leaves followed, right up until Pinkie Pie stopped right in front of her.

“Hi Fluttershy! Like the new look! Gotta go!” She was gone again before the onslaught of twigs and leaves could reach her. They added to Fluttershy’s unwanted camouflage instead. Barely any pink peeked out from the brown and green porcupine she had become. Most of her back legs and flank were left uncomfortably exposed. She began pulling twigs out carefully with her mouth when Pinkie Pie returned just seconds after leaving. “Oh, and there’s a huge swarm of changelings led by that meanie Queen of theirs headed right for Ponyville. I forgot to mention that the first time, go figure!”

*

Ponies from all over Ponyville ran in no particular direction while screaming their lungs out as Fluttershy settled down in front of Town Hall. Above, a dozen or so changelings were doing constant fly-bys of the whole town. There was no sign of a whole army, or the Queen herself, but it did seem likely they weren’t far away. Rarity was first to gallop up. “Oh Fluttershy, it’s so brave of you to come... What in Celestia’s name happened to your jumper?” An assortment of leaves were still stuck in both it and through her mane. She winced as white hooves began to probe across her body in search of any imperfections.

“I just wanted to get a nice sandwich for staring at in silence. But I never expected there to be a changeling invasion on today of all days.” A hard tug on her mane brought a wince. It was all tangled and messy now. Far from the high quality that Rarity kept hers in ever since a white streak had appeared. One of Twilight’s experiments in colouring manes with magic had produced the effect, and Rarity had kept it ever since. “Uh, Rarity... I don’t mean to interrupt, but don’t you think the state of my mane can wait until after the changelings are gone?” Rarity glared at her in a way almost identical to Angel’s. She whimpered to herself, letting her continue without further protest.

Rainbow Dash and Applejack were quick to pull her away as soon as they arrived. Twilight wasn’t far behind with the Element’s case. “Rarity, now’s not the time. And where’s Pinkie Pie?” A familiar blur broke the sound barrier as Pinkie Pie came to a full stop right beside Twilight. She ruffled her feathers after they had been messed up by the boom. “Fine. Now that we’re all here, let’s see exactly what Chrysalis is doing here in Ponyville. Positions girls.” Fluttershy trembled as the Element of Kindness locked around her neck. They hadn’t actually used them against the changelings yet, so there was no guarantee that any of their precautions would do any good.

The swarm came into view at that moment. Changelings scouting above broke off to re-join the dark cloud of insectoid ponies. Most of the ponies that often ran about screaming faltered into hiding into every little space they could find. Fluttershy wanted to do just that, except she was situated between Applejack and Twilight herself. None of them spoke. It was their home at stake this time, instead of some far away city, or even Canterlot. The swarm stopped directly above them. Even when Queen Chrysalis herself began descending, Twilight maintained her position. Three changelings accompanied her, one carrying a large scroll on his back.

Chrysalis herself glared at Twilight as her hooves landed on the bright grass. There was a small hiss as she sapped the ambient love from the lawn, leaving four patches of the grass in a sickly yellow. “Princess...” Twilight swallowed as the Queen continued to stare her down. Chrysalis took a step forward to close the distance between them, until their horns made contact. “Gotcha!” She broke into a loud cackle while stepping back. Many changelings that had descended joined in with their own laughter, an assortment of gargles and screeches to pony ears. “Oh, I do love it when they act all ‘Oh no! The Changeling Queen is here to gobble all our love! We’re doomed!’ It’s such a refreshing change from taunting carnivorous bunnies.”

Fluttershy shuddered right down to the slippers she had forgotten to take off. A changeling invasion was unexpected. Actually seeing the Queen herself making jokes about it in such a casual way terrified her, leaving the mention of carnivorous bunnies. “Carnivorous... bunnies?” Applejack was too stunned to catch Fluttershy as she fainted. Pinkie Pie was rolling around on the grass after joining in with the laughter. Rarity looked once at Rainbow Dash before hiding behind her. It left Twilight alone to confront the Queen when she finally got over her laughing fit.

She took a moment to breathe in and out before speaking. “Alright, what in Tartarus is going on? First we have a bunch of changelings flying overhead, then you arrive with a hundred of them, only to start laughing as if this is all one elaborate prank!” Chrysalis motioned for the one bearing the scroll to approach at that moment. It lowered its head while the scroll hovered over to Twilight. “What’s this? A deed from the Changeling Empire that claims Ponyville is some ancient historical site, and we all have to leave so you can move in?” The scroll unfurled to show a very long list that took only a few glances for her to grab hold of.

“As you can see, my presence here is not under malicious intent. Quite the opposite in fact, I intend to spend time here to, negotiate the reforms I am making. As well as some other things.” She left Twilight to read over the list, turning her attention to the other five ponies right behind her. “I see dear Fluttershy was overwhelmed with joy to see me. And Rarity, I do like what you’ve done with your mane.” Rarity pulled at the white streak in her mane defensively. “Psh, believe it or not, I take great pride in my appearance. Few of the other Queens and Princesses have the capacity to appreciate how rewarding a little effort into styling one’s mane can be.”

That caught Rarity’s attention. Slowly releasing her mane, she moved closer to Chrysalis. “You know what; I actually think we have something in common after all.” The white highlight curled around her hoof as she idly toyed with it. “Perhaps while you’re not busy discussing whatever it is you were going to discuss with Twilight, we can talk a bit more about how unappreciated good stylization can be.” Rainbow Dash bit down on her tail to keep her from getting any closer to Chrysalis. The Queen didn’t seem too surprised by her clear display of suspicion.

“Yes, perhaps when your lovely bodyguard isn’t around. Well, I trust that everything is in order Twilight?” The Princess hadn’t taken her eyes off the list. In the process, her face had shown all forms of contempt, surprise, disgust, and outright confusion. Even with some prodding from Applejack, she didn’t break eye contact. “Fine. In that case, I think it’s time we discuss where I’m spending the night. My changelings are fast workers, but they won’t have our temporary establishment ready for nightfall. At least to a quality suitable for their Queen.” That was enough for Rainbow Dash to bolt off in defence of her cloud home. Chrysalis sneered as she left.

Pinkie Pie was off to have fun with some of the other changelings who had already begun copying her appearance. It left Applejack and Rarity as potential candidates. The former was first to speak. “No offence, but I’m not sure the barn’s up to your ‘standards’. Besides, it’s four ponies under the one roof, not much room at all for somepony like you now is there?” Anypony could tell that it was a mix of honesty and pure spite that came out of Applejack’s mouth. She made her departure after that anyway. An unconscious Fluttershy and the two unicorns were left.

“Well, obviously I would be glad to let you stay over. But unfortunately, I’m in a similar position to Applejack, in that I have no suitable bedrooms available. Sleeping on a couch is hardly good for the posture, as I’m sure you’re no doubt aware.” The Queen rolled her eyes discreetly. Rarity was preferable to the others, but there was always the chance of getting roped into a new fashion line. Appealing in itself, but she did have other commitments to take care of first. “Actually, I could always arrange for Sweetie Belle to spend time with the other Cutie Mark Crusaders for the night...” The mere mention of the three fillies caused Chrysalis’ stomach to turn.

“Uh, no, I do not see a reason to interrupt your normal schedule. It seems I will simply have to stay with Twilight after all.” She teasingly wrapped her hoof around Twilight’s shoulders. At last, the intense focus on reading the list broke. “So Twilight, I trust that you understand I am completely serious about negotiating my reinstatement?” She was met with a rather blank stare, endless confusion from the purple eyes. Rarity mentioned something about returning home during the stare between Queen and Princess. When Twilight finally began looking around again, only a limp Fluttershy remained.

Her jaw began to hang open. A changeling approached the pair with a smaller scroll hovering beside him, and would have interrupted if Chrysalis didn’t motion for silence. Eventually the dumfounded look on Twilight’s face vanished. “I don’t know what to say. For one thing, over half of the things you’ve changed I never knew about in the first place. And some of the things that you were doing are downright horrible. But, I don’t get why you would bring a hundred changelings to build a place for you to stay, if you just wanted to negotiate what’s on the list.” The Queen smiled at that moment, turning to make her departure.

“I said ‘establishment’, not home away from home. There is one item at the bottom of that list which affects the very survival of my hive. One which I am staking my throne on in fact.” Twilight rolled the scroll all the way up to look at the last entry. Chrysalis grinned, practically feeling her eyes triple in size. “My plan is to seek out mares who are willing to host a clutch of ten changeling eggs for a few months until they hatch. And I’m starting here, in Ponyville.” Many of the changelings began laughing again as their Queen re-entered the gathering. It echoed right through to the liquefying brain of Twilight Sparkle, unable to comprehend what she had just heard. Her eyes settled on the scroll presented to her by the other changeling.

‘My dearest student, Twilight Sparkle.

By royal decree, Queen Chrysalis of the Fourth Order of Changelings has been given full permission to construct a hive at a bare minimum of twenty metres below the surface of Ponyville. This hive is to be deconstructed and filled in exactly eight months from the presentation of this letter.

I realize that the circumstances under which I grant this authority will seem very unusual. But I have confidence in your ability to forgive, and to help the Queen make a genuine attempt at changing her ways. And remember, as a Princess, you have the authority to make decisions on my behalf. Do not be afraid to use this power, for the benefit of the Queen or otherwise.

Celestia.’

3. White Butterflies

Rarity’s head hit the floor with a muffled thud. Her hap-hazard eyes glazed over, mouth hanging open to let a trail of saliva roll out of the corner of her mouth. After a few moments, her limp body levitated onto a couch lined in red velvet. A small towelette settled under her mouth to catch the fluid leaving her mouth. Eventually, a blanket settled over her figure, concealing her unintentionally uncouth posture. A lock of the white streak in her mane settled onto the pale blue blanket. The first of her snoring broke the silence that had settled in the Boutique.

“I probably should’ve told you in a little less detail, huh Rarity?” Twilight Sparkle rested her hoof on the unicorn’s sleeping figure. It had been a hard decision, but hearing it from Chrysalis would have been worse. Just imagining the scene of them talking about dress designs, even potentially working on them, and then that bombshell. “I’m just glad you’re not stupid enough to accept such a completely insane offer. If anything, I’ll gladly vote for her if she won’t go ahead with that plan in particular.”

Ovipositing. She had taken the time to look it up the very moment she recovered from the mental image and returned home. There was very little scientific documentation on the matter; in fact, most of her information came from a very private section of the library that even Spike wasn’t allowed near. Rainbow Dash suspected that such a section existed, but had no way of gaining access to the books hidden within. With a shake of her head, the thoughts about that dark secret dissipated, allowing her to refocus on Chrysalis’ proposal.

A chair pulled up for her to sit down on. With her front hooves free, Twilight assumed a more thoughtful position, mimicking a rather famous statue in the process. “Inserting eggs into another pony. It sounds like something right out of a weird horror movie, with tentacles that grab ponies’ faces.” Her eyes widened at the very thought. Admittedly, that wasn’t actually such a bad idea, but horror wasn’t really in her expertise of writing. “But this is real, and it’s not laying into their stomachs either. It’s really more like, a weird form of pregnancy.” She shuddered at the thought of Chrysalis squeezing eggs into her rear end. Or using something even worse to help the process along. The look of disgust on her face continued to grow. “I really need to burn that private section of books. It’s putting bad ideas in my head.”

Of course, she now faced the problem of how everypony else would react. Even if she tried to tone it down as much as possible, the simple fact of the matter was that Chrysalis planned to make a huge public sensation out of one of the most taboo things in Equestria. Fluttershy especially didn’t deserve exposure to such awful ideas. “On the other hoof, I bet Rainbow Dash would gladly watch it as it happens.” She flexed her wings. Telling her wasn’t necessarily such a bad idea. If she was grossed out by the idea, then Twilight had nothing to worry about. And if it caught her interest, it would help a great deal to have another pony by her side when facing Applejack and Fluttershy. One pony remained...

The entire Boutique leaned away from the doorway as a huge gale of pink blew right through. Twilight recovered her crown from the wall it had been impaled into, while Pinkie Pie jumped onto the couch beside Rarity. “Twilight Twilight! Can you believe just how much fun the Changelings are when they’re not trying to invade Equestria to suck up all our love and leave us as empty bags of grey mushy mush mash?” Twilight blinked. Of course, Pinkie was the only pony who could find fun in anything. Probably even ovipositing...

“Yes, I can imagine just how much fun you can have with a pony that can change appearance!” Twilight forced a grin to conceal her growing horror. It was so obvious now, Pinkie Pie wouldn’t know any better than to refuse Chrysalis’ offer when presented. Her hooves began clapping together as her stress levels rose. Somehow, she had to stop her good friend from taking up an awful offer. “Say, Rarity mentioned something about an annual Sweets and Treats festival in Canterlot. Wanna go with her to it?” Pinkie Pie had taken to styling her springy mane into a rough imitation of Rarity’s curls. When she looked at Twilight, her smile began to fade away. Oh no, she suspects I’m just saying that to get her out of Ponyville for the next week at least.

“Are you just saying that to get me out of Ponyville for the next week at least?” Twilight’s smile grew into a terrified grin. Sweat poured down the back of her neck. Her very eyes themselves began to sweat as Pinkie leaned in with her piercing stare. As her hoof moved up to Twilight’s neck, and the tension grew thicker than Applejack’s accent, her face split in half. “Just kidding! I’ll gladly go with Rarity to the Sweets and Treats festival!” The beaming smile of white that took up over half of her pink face practically relit the darkened room. It threw Twilight off her chair. “Well, can’t stay to chat, I’ve got a festival which is missing one thing. Me!” Pinkie grabbed Rarity by the hoof and pulled her onto her own back. With that, she vanished again in an equally powerful gale.

The princess stood there for a few moments in a blinking frenzy. “How does she even do that?” Her head began to grow tight, the usual pain associated with trying to make sense of Pinkie Pie. “Never mind, time to go see if Rainbow Dash has a new kink.” Another stretch of her wings reminded her of just how much neglect they had suffered during the entire Changeling ordeal so far. Feathers fell all around as she used a burst of magic to preen herself without spending hours in futile attempts. “You know what; I might as well get her to teach me again while she talks about her latest stupid clop story. At least that’ll make the conversation somewhat productive.” For once, she expressed her thoughts verbally without a hint of sarcasm.

*

Every single window had been boarded up in record time. Shelves and chairs blocked the doorway. Cushions stuffed up the chimney prevented access from that way. Angel ran up to pat Fluttershy on the head as she lay back on her longue, breathing heavily from exhaustion. “Thank you Angel. Now run along to the escape hatch I left open. You’ll be safer away from here, in the forest. Okay?” Angel shook his head and sat down on her chest. His absolute loyalty to her brought a great deal of relief to Fluttershy. “Oh, thank you again. I promise that I’ll keep you safe. Even if the Changelings take over Ponyville, we’ll be alright.”

A bright flash of white magic filled the entire room. Fluttershy found herself looking away, her eyes having adjusted to the darkness caused by boarding up every window and door. Moments after the burst of magic ended, the candles in the room lit up. It gave Fluttershy a chance to adjust to the softer light, and get a good look at the tall pony that had just appeared in her home. “Oh... my...” She looked very much like Queen Chrysalis, if not a little younger. That and her mane was of the purest white. It was an odd contrast to her dark body.

“Oh, my apologies dear pegasus. I was told to come here, though it seems I have the wrong address.” She was about to leave when Fluttershy stood up. The changeling’s voice was so soft, so unlike anything that she had heard from them before. “Have I caused you any inconvenience? I’m sure I can make restitutions if I have.” Angel watched as Fluttershy looked at the floor while her hoof swung idly. Something about this particular changeling had caught her attention.

“No, it’s no inconvenience. It’s just... I’ve never met a changeling who was so nice to me from the start. And with all of the others in town, I was frightened at first.” In the candlelight, the taller pony’s white mane took on a very soft glow of gold. Fluttershy worked up the courage to lift her head upwards, looking at the solemn faced changeling directly. “But if I may ask, if it’s not too much of a bother, who are you?”

The changeling looked to the nearest candle in a silent gaze. “I am Princess Pierinae. My hive lies on the border of Equestria, barely a hundred changelings walk its tunnels.” Her eyes returned to Fluttershy’s, wide with awe. “I do not know the full extent of why my kindred have arrived here, but you have my personal assurance that they will do nothing wrong in any way.” With her magic, a few of the boards dislodged from the windows, settling into a neat pile. “And may I ask what your given name is? Dear pegasus is hardly a name you deserve to be called by.”

Fluttershy poked at the carpet with her hoof. “Fluttershy. But, you can call me what you like. You’re a Princess after all, changeling or otherwise.” More boards were removed from the windows and placed in a pile. After a few seconds, the sound of clattering wood stopped. Almost at the exact same time she looked up, a hoof rested on her shoulder. “May I also ask... Why are you taking the boards down? I thought you would be offended that I tried to hide from other changelings...”

Pierinae smiled. It was one of the sweetest, most genuine smiles that Fluttershy had ever seen. “My dear Fluttershy, I have heard and seen far worse insults against my kind. And I do not blame you for being apprehensive; I too fear the great gathering. An escort party that is larger than my own hive is something I cannot help but feel daunted by.” She turned her attention to replacing the furniture that had been moved in front of the doorway. Fluttershy could only stand there, dazed.

A changeling princess that understands exactly how I feel? In just a few seconds, the doorway had been cleared. Every single item of furniture was back in the exact place she had moved it from. By the time she recovered from her moment of wonder, Pierinae was just about to leave the threshold of her home. “Wait. Could I also ask why you are here? I was there when Queen Chrysalis arrived, and then I fainted out of fear.”

There was a soft laugh. The sort of laugh that Fluttershy was convinced mirrored her own. “Dear Fluttershy... That would be my mother.” With that, Princess Pierinae departed, taking great care as she crossed the tiny bridge over Fluttershy’s pond. The pony herself could only watch from the doorway as what could literally be a changeling version of herself walked away without a hint of arrogance. How could such a sweet soul be the daughter of a pony who wanted to take over Equestria?

“Wait!” Fluttershy had already done the usual chores before boarding up every window. There was nothing to stop her from simply accompanying the Princess back into Ponyville. She would feel much safer returning in her presence than all by herself. Pierinae had stopped by the mailbox by then. She waited long enough for Fluttershy to catch up at her own pace. The pegasus took a nervous breath. “Would it be alright with you if I walked with you to Ponyville? I’d feel a lot safer that way.”

Again, she was captivated by the smile above her. So unlike Chrysalis’ arrogant attitude, so unlike any other changeling. “Of course Fluttershy. It would please me to have the company too in fact. I am as much of a stranger to Ponyville, as you are to my own kind.” The two began to walk. Fluttershy was caught up in the moment, astounded by the pure insight Pierinae seemed to possess. She understood her situation perfectly. And more importantly, she knew exactly how to put into words the very reasons Fluttershy had been afraid of leaving her home, simple as they were.

There was a few minutes of silence between them. While Pierinae’s white mane floated just above the ground, the longer lock of Fluttershy’s pink flow bounced with every step. For the moment, both were content to let the moment of peace be. They continued on the path towards Ponyville as such. From the trees beside the road, a white butterfly fluttered out from hiding, coming to land on Pierinae’s nose. Both ponies stopped, Fluttershy recalling something at that moment.

“Oh, now I remember. Twilight gave me a book on butterflies, Pierinae is the name of white Pieridaes.” It suited the Princess quite well. Her mane and back were almost pure white, with the transparent gloss that all changelings with hair had. And it did match up with what she had come to learn about them being insect-like. At that moment, Fluttershy found herself looking back at her flank. Three butterflies. Pink, but butterflies all the same.

There was a laugh as Pierinae watched the butterfly walk from her nose to her uplifted hoof. “I was lucky in that sense. It is quite rare for changeling Princesses to be named after a butterfly family. More often than not, it is a far less pleasant insect that we are known by.” She lowered her hoof to give Fluttershy a much closer look at the tiny occupant. It wave at her with its antennae. The simple notion washed away every single bit of fear and apprehension in her mind.

As if sensing that, the butterfly took off to re-join a group of others as they departed the forest. “Perhaps that isn’t something you would like to hear about. There is much that I could teach you about my kind, far more pleasant things than many would realize I assure you.” Fluttershy watched as the butterfly re-joined its friends. For a moment, she could only wonder if a similar thing was happening right in front of her. Fate could very well have sent Pierinae to her at just the right time, to alleviate her fears about the changelings.

“Yes, please. I may not be a fast learner, but I’d definitely like to get to know you... I mean changelings better.” Her little gaff brought on a blush, one that was dispelled with another heart-warming laugh. As the two resumed their walk, she couldn’t help noticing that Pierinae walked a little closer to her than before.

“Well, I may only be fifty years old, quite young for a changeling mind you, but I think I know enough to say that you have nothing to be afraid of. Even though my mother may be a little forward at times, she is still a good pony at heart.”

Author's Note

http://en.wikipedia.org/wiki/Pierinae

4. The Part Where Stuff Happens

The rabbit curled up tightly in the unforgiving corner as a shadow passed over. Its tiny body shivered violently, eyes wide and fixed on the terrifying figure approaching. Towering, terrifying. A hiss escaped the enormous figure as a long tongue flicked out. “Now, you’re mine...”

“Chrysalis? Where did you go?” The Queen lifted her head up abruptly from the verge of swallowing the rabbit down whole. With barely any time to react, she picked the rabbit up in one hoof and began stroking it with the other, after having found a comfortable sitting position of course. Twilight arrived immediately after. “I’ve talked with Rainbow Dash and Applejack, and needless to say I’ve had more intelligent conversations with a parasprite.” Chrysalis watched her as she spoke. The expressions she adopted were very telling. The former was frustrating, while the latter was stubborn.

“So, one wouldn’t hesitate to embrace my plan, while the other is running for the hills?” It left Twilight stunned, a most amusing sight. “You forget that all changelings have a capacity for telepathic influence. Mine just happen to be more powerful.” Twilight squirmed more at the thought of her every passing thought being picked up by the changeling Queen. “Now, has telling your pony friends about my plan accomplished anything worthwhile?”

The rabbit that had been fixed to her hoof in terror bounced away at that moment. Twilight watched it with her eyes until it was out of sight. Much as she didn’t want to admit it, Chrysalis’ implication that telling them would do little to change things was quite right. “No. It hasn’t. But that doesn’t mean I’m just going to let you walk into the homes of mares and fill them up with eggs, with their consent or otherwise. There has to be regulation of it in any case, and I want to be personally, one hundred percent certain that this is safe.”

Chrysalis grinned. “Really now? I can prove to you that it is, as you say, ‘one hundred percent safe’.” There was no effort from Twilight to disguise the range of expressions virtually exploding from her face. Disgust, repulsion, and horror were the most obvious. “You asked; I merely provided an answer. It is not my fault if you don’t like the answer.” She stood up again, no longer having a rabbit to maintain her obviously fake display of being kind left no reason to continue sitting there. “Would you like to take a look at the construction of the hive so far while we discuss this further? My changelings may be limited in thinking, but they are excellent workers. A shame that I’m cutting back on that workforce to please you.”

Conversation was sparse as Queen and Princess crossed Ponyville to the area where an oddly formal building had appeared. It was squared off, a very dark green in colour. The walls themselves were smooth on the outside, though not on the inside as Twilight soon found out. Passing through an oozing wall of slime that got deep into her feathers only served to keep her on edge while the room beyond came into view. Changelings apparently had no compulsion for neatness in their architecture, as every wall bore the appearance of twisted tubes of liquorice compressed into whatever form it could occupy. A very stark contrast to the outside.

Twilight stood there. They had actually taken steps to make sure that the outside of the building didn’t have a grotesque appearance. And they had taken a moment to consider what the ponies of Ponyville would be uncomfortable seeing every day. Her previous memories of extreme prejudice settled into the back of her stomach as a strong feeling of illness. Chrysalis paid no attention to her moment of realization. By then, she had approached a large hole in the middle of the building, one glowing brightly in neon green. The green light grew intense as she stepped up, prompting Twilight out of her frozen moment. “Sorry, I had no idea...”

“That we actually take a moment to consider the needs of others, Twilight?” Chrysalis flicked her tail as the young alicorn approached the gaping pit in front of her. “You won’t need your wings in this case.” There was no hesitation before she stepped out into the void. Rather than simply falling forward to tumble down, a plate of green energy for her to stand comfortably on formed. There was a long pause as Twilight pondered on the science behind such a method of transportation before she finally stepped onto the plate beside Chrysalis. She made no attempt to conceal her sigh. “If you will just follow along for the time being, I will be perfectly happy to provide you with information about everything you see. Just don’t try my patience, if you don’t mind.”

Twilight’s stomach heaved as the plate fell at terrifying speed. While Celestia had said the hive had to be at least twenty metres below Ponyville, yet again the changelings had taken extra consideration of the town and gone deeper. Much, much deeper. “How far down does this go?!” The constant glow of green prevented her from gathering a fair idea of how fast they were descending. That and the constant look of what was potentially actual boredom on the Queen’s face frustrated her further. Before she could protest, the plate came to an abrupt stop. It had just barely enough time to slow down to prevent her knees from buckling under inertia.

Chrysalis stepped off the plate into a dimly lit corridor of more twisted dark green liquorice. Changelings that were attending to all manner of tasks in the corridor ahead immediately stood to attention in her presence. A wave of her hoof allowed them all to return to their work. It was hard to ignore the smile that formed as a result. “As you can see, another advantage of having an entire hive that knows I am the one who conceived them.” She casually strolled through the hallway. This was her environment. Her domain. When she looked back at Twilight Sparkle, her smile grew more. The pony princess was completely out of her league. This was an environment alien to her, and all she could do in the end was complain about their descent.

They soon reached a dead end in the main corridor, where several changelings were preparing a magical device. As expected, Twilight’s curiosity prompted her to begin inspecting it. Again, to the annoyance of every living being around her. “Is this some sort of portal drilling device? Designed to bend the very fabric of space-time until you can literally walk from Ponyville to your home hive with a single step?” As the machine powered up, the result was far less spectacular than what she had expected, but nonetheless intriguing. Where there had been a dead end, a large room quickly formed. The opposite wall pushed away into the solid dirt to leave a near perfectly squared off room. After a few moments, the corners began to curve into a more natural shape, until the process was complete.

“If you haven’t already gathered, it digs tunnels. I’m sure you’ll find some use for it.” Chrysalis’ snark was brushed off while she proceeded into the room. Furniture grew right out of the walls and floor, until a rather large conference room of some sort was formed. On the left wall, a projector screen was stretched out by the almost-living material that the hive was made out of. “This is where the volunteer mares will be given a complete walkthrough of the incubation process. And it also doubles as a movie theatre.” In demonstration, a few changelings entered past them to reform the chair layout into a comfortable arrangement. On the screen itself, a film of what was probably entertaining to them began to play. It gave Twilight even more nightmares on top of the ones she had gathered so far.

A slime curtain sealed off the room at that moment. Chrysalis returned her attention the long corridor, several offshoot halls appearing as the other devices powered up. “Excellent, for once they have exceeded the generous standards I had set. Would you care to tour the facilities I shall be providing?” Twilight had given up on speaking at that moment, ruffling her feathers in a very begrudging way. “Trust me, impatience gets old very quickly.”

Chrysalis casually strolled towards the first hall. Beyond lay a spa in the middle of forming. Real water flooded in from below. “We found an untapped hot spring, hence choosing this site in particular. And don’t worry; we have excellent filtration systems to keep it clean.” The next room they passed looked like a scary, horror story version of a hospital. It still had the same motif as the rest of the hive, twisted dark green with glowing walls. The only real change was the fact that it was marginally brighter. “We’re still waiting on blankets and sheets; it’s not exactly the sort of order that can be filled out immediately.”

The next few rooms had a more natural tone to them, given that they were no longer in the middle of forming. An open plan social room for chatting, as well as a smaller projector screen for what Twilight could only guess would display. On the other side, a room of bioluminescent moss that made out constellations of the night sky drew her breath away for the longest moment. More prompting from Chrysalis pulled her away from the brief moment of awe. Once again, Twilight was both resentful and guilt struck. I had no idea. For the first time in her life, she was resentful of Chrysalis. Not because she was a changeling, but because she had been pulled away from something that truly captured her attention. A creation of the very beings she despised so much just the year before.

“Moving on...” Twilight was pulled away to the next room at that moment. A pair of green curtains parted to the view of a very lavish bedroom. The expansive bed in the middle was surrounded by a literal sea of cushions, all covered in green silk to keep with the theme. Long lines of beads that reflected more green light around the room dangled among the draperies in such a way that made the overall image feel like some sort of vegetarian dreamscape. At that moment, she felt a hoof slide around her neck in a very disconcerting way. “The bedroom I’ll be staying in is down further below. Let just say that this is the one... ‘open for business’. Want to take a tour?”

Alarm bells inside her head went mad as she drove out the seductive influence of the Queen. “Forget it. I know what you’re trying to do, and I’ve already made my position clear.” Twilight turned to Chrysalis, who looked ahead with an expression of contempt. “I think you just made it clear to me in fact that you can’t be trusted on a whim. I will give every single one of your proposals a honest consideration, including ‘that’ one. But no games until it’s all settled. Are we clear?” At first, she received only a laugh in response, the sort of laugh that one used when issued with an empty threat. She kept up the firm stare throughout, right up until Chrysalis withdrew her hoof in a minor defeat.

“I’ll say this much; poker nights are going to be fun with you around.” The pair began a very tense return to the surface shaft. Chrysalis maintained her air of superiority throughout. “In my defence, I had no intention of engaging in any activities with you, not at that moment at least.” There was one final glare between them before both stepped into the shaft. Like before, only upwards this time, magical forces propelled them to their destination. For the changeling, there was very little discomfort. For the young alicorn however, the sudden shift in motion was just as sickening as it had been on the way down.

“Ugh, please tell me that we won’t have to use that too often.” By then, she noticed that Chrysalis had clearly changed the way she walked. Now she was practically screaming at the top of her lungs just how unimpressed she was with Twilight’s behaviour throughout. And as much as she wanted to make a heated response, Twilight also knew better than to provoke the ill feelings that had formed. “Forget it; we can talk at the library. It’s closer, warmer, and overall more pleasant.” The Queen had left the building itself by then, leaving Twilight to the dark confines of the twisted inside. Alone, cold, confused... “Oh for crying out loud, this is stupid enough!”

In a rush to escape the bleak environment, she almost knocked Fluttershy flat on her face. Purple and yellow feathers flew up in a small explosion. The latter of course was quick to spout apologies, the former grumpy from her earlier experience. “Oh sorry Twilight! I didn’t see you leaving, and it all happened so fast. Are you alright?” She backed away upon seeing the definitely-not-pleased expression on her face. “Uh oh, I must’ve run into you harder than I thought. I really am sorry.” For a moment, Twilight opened her mouth in what looked like an attempt to scream. Silence filled it instead as Pierinae came to a stop beside Fluttershy.

“Oh, you must be Princess Twilight Sparkle. Fluttershy was just telling me about the wonderful things you did to help with her animal friends just last month.” Fluttershy felt her cheeks flush ever so slightly. As always, she never hesitated to talk about all the nice things her friends did when asked, but still felt embarrassed when they were brought up again. Twilight literally yanked her away from Pierinae’s side with her magic at that moment. A muffled yelp followed, along with a pretty clear look of concern from the Princess at the display. “Well, that’s one way to introduce yourself.” As if to compliment Twilight’s actions, Chrysalis herself pulled Pierinae away, with considerably more grace.

There was only a brief glance between the two before both began to speak. After some confusion, it was Chrysalis who finally began. “Pieri... You have to understand, that Twilight and I have a turbulent history, brief as it is. She is quite protective of her friends, and while I do not have concerns about who you socialize with most of the time, I do have to worry when it comes to her close friends.” Pierinae’s slitted eyes glanced at the ground in a moment of concern. Socializing. It hadn’t even occurred to her that being friendly could potentially offend the one pony her mother was trying to form an understanding with.

“I simply answered her questions about our kind, and that seems to have helped her calm down. If that offends Twilight, then I’ll just stay out of the way.” She looked over at Fluttershy. Twilight didn’t seem too upset, though the way her new friend cowered just enough to make it obvious worried her. And yet, she knew that it would harm their standing to interfere. “Still, you would think at least that Twilight would have more trust in Fluttershy’s ability to handle herself. For a culture claiming to be trusting of each other, I certainly don’t see a whole lot of it.”

Chrysalis looked at her blankly. Much as she loved Pierinae for not being a selfish prick, her moments of philosophical commentary on the day-to-day life of Equestria always irked her. Worse still was proof that she was quite right, bits and pieces of the conversation between the ponies wafting over. Twilight’s final statement especially hit both quite hard. “I’m sorry Fluttershy, but you have to understand that some ponies just prey on ponies like you, because you may not realize what they’re doing. They will take advantage of anything they can, and it’s bet to let a pony who knows how to handle themselves deal with them.”

“Just stay away from Pierinae... and especially Chrysalis.”

5. The Night of Childbearing Insanities (Sex)

Chrysalis took a quiet sip from her ceramic mug, filled with rosehip tea. ‘Equestria’s #1 Power Hungry Supermom’ was printed onto the side facing away from her. Twilight had nowhere to look but that mug, as she sipped from her own mug of hot chocolate. It had a simple portrait of the six printed on the side facing away. The long list of ‘reforms’ was spread out along the table between them. All five hundred and seventy two. Including the very last one, which she had been dreading to look at again...

A yawn came from the other side of the table. The changeling Queen had her attention focused on the Canterlot Times. The front cover was overwhelmed with Cadance throwing a tantrum, shortly after learning about what Chrysalis was doing in Ponyville. On the back, the usual sports update about the Wonderbolts sat below a picture of their latest derby. Whatever lay in the middle that had Chrysalis donning reading glasses and sipping almost continuously from the mug lay beyond Twilight’s limit of interest.

The paper ran through her hooves again as she checked off more reforms. By that point, she was already fine with voting Chrysalis back into her throne, if only to get her out of Ponyville faster. Silence continued, save for the scratching of a quill on paper, followed by the ‘tap tap’ after it was dipped in ink. A page turned. Hooves tapped. Sparks of stress drifted down from Twilight’s horn. Another yawn. More tapping. The splosh of a quill slipping into the inkpot.

“For Celestia’s sake! I’ll do it then!” Chrysalis lowered the newspaper to look at Twilight across the table. She had stood up on her back hooves, front hooves planted firmly on the table. The very last line on the scroll remained unmarked. “I’ll be your first volunteer incubator, if you’ll just stop acting so... normal!” Chrysalis set her mug down on the table with a soft thud. Her glasses soon followed. Twilight ground her teeth as she watched the Queen fold up the newspaper to the way it had been before.

“If you’ll excuse my plainness... Weren’t you upset about me acting the way I usually do not too long ago? I have simply tried to conform to your standards, like you clearly expected of me.” Twilight screamed at the roof above. Spike was staying at Applejack’s for the time being, it was just the Princess and the Queen in the library that night. “Besides, you’re clearly far too stressed to handle carrying ten eggs around inside you for the next few months. There is another though, who is far more suitable...”

Twilight narrowed her eyes in her best attempt at a threatening tone. “No. You stay away from Fluttershy, you hear me? And while I may not be up to taking ten, I’ll need at least one.” They made eye contact. Her last line had caught the Queen’s attention. “Give me one, so that I can test how it affects myself. If it seems fine, then I’ll stop considering using the Elements of Harmony on you out of spite.” A chuckle came in response. Chrysalis was genuinely amused.

“Really now. And tell me Twilight, why haven’t you used them against me already?”

There was a long pause. Twilight took a long gulp from her mug before speaking. “I don’t trust you. Actually, I pretty much hate you for what you did. But I put all that aside, not because Celestia asked me to, but because I genuinely hoped you were serious about trying to be less horrible to ponies. And you almost had me going, until that fast one of yours.” An eye roll followed.

“That was a stupid mistake, one I am willing to admit to. And I’m not going to blame it on ‘old habits die hard’ either. To be fair however, I had no sexual intent at that time, it was merely a bit of fun.”

“Yeah, and that bit of fun nearly screwed up these negotiations you started!”

“Perhaps I was wrong to listen to the observer that the Matriarch sent after my failings in Canterlot. Perhaps I was wrong to take advice that would repair relations between Equestria and Dark Plains.”

“So, this wasn’t even your idea. Go figure, you clearly don’t have a single bucking ounce of negotiation in your body.”

“And the exact same goes for you, Twilight Sparkle! I have been willing to enact a lot of changes, many of which you were not even aware of. I could have continued to do those things, and instead you throw them in my face with petty insults!”

“Oh blow off. I’ve had it up to my horn with your twisted words and lies. All you do is manipulate things to the way you want them!”

Both ponies had left their seats to close the long distance created by the table. At that point, they were only a hoof step away from each other. Chrysalis had the height advantage; Twilight had her tiara glowing in a very threatening way. Neither moved from that position for a very long time, holding the stare firmly in the hope that the other would back down.

Twilight blinked, grinding her teeth as a way of keeping her attention steady. Finally, a small smile formed on Chrysalis’ lips, before she swept forward and caught Twilight in a passionate kiss. “Right now. Before the fiery anger dies down. It’s been too long since I’ve been able to feel the insides of somepony who is actually willing to stand up to me.”

“Oh for pony’s sake! That’s really disgusting!” At last, she was allowed back down on her own hooves, as well as enough time to put distance between herself and the Queen. “For a pony who is supposed to be doing their best to not stir up trouble, you’re failing really badly.” The taste of changeling was still on her lips. “But... Fine. Go ahead. Do whatever it is you want. Just promise me that if I think it’s just too unpleasant, you’ll leave.”

“I think that’s reasonable. The whole point of this ‘exercise’ is to determine if it can be done reasonably, with consent.” Chrysalis leaned in again, moving very close to Twilight as she did so. “However, I ask that you give Pierinae an exception. She seems to have grown quite fond of Fluttershy. A sight I never expected to see, because she has had great difficulty settling down with others of my kind. You need not tell her about this arrangement.”

Twilight used her hoof to make space between them again. Even with more air to breathe, she couldn’t get over the odd feeling sitting at the back of her head. There was nothing menacing, evil, or malicious about her request. It was almost as if Chrysalis had made it purely for the benefit of her daughter. A seemingly impossible notion. “Fine. But if she does anything, and I mean anything, to hurt Fluttershy in any way, she’s going back to the Dark Plains. Or whatever you call home.”

“Very well. Now, if you really are willing to do this, we should move up to the bedroom.” Twilight made a wide circle while moving towards the main library. The eyes almost half-heartedly following her rolled once she had left. “I’m about to do things to your body that you simply wouldn’t be able to experience with any other pony. Are you really going to play the cautious one?”

There was a loud flutter as Twilight flew up to her bed. “Yes, I’m going to play it cautious. Because if you’re going to stick stuff down my marehood, I’d prefer you do it in private!” Chrysalis entered the room shortly after Twilight had closed the curtains in her bedroom area. With the faintest of wing beats, she joined the princess up there. She barely moved as Twilight jumped in fright upon feeling breath down her neck. “If that’s what sex with you is like, I may change my mind about the whole thing.”

Green magic pulled her across to the bed, her body settling on a towel that was placed down by the same force. Her front hooves were stretched out in front of her, back hooves planted firmly on the floor. Only the hair of her tail lay between her half-virginity and Chrysalis. That was casually pushed aside by a hoof. “Hm. I was expecting it to be a very tight experience. This will make things easier.”

Twilight cringed as she felt the weight of the changeling Queen begin to press down on her back. The appearance of her head didn’t make it any less creepy. “Watch.” A hovering screen appeared in front of Twilight’s face. Her vagina, right between Chrysalis’ legs. “I’ll also be making a magical recording of what goes on inside, so you can analyse it as much as you like.” The projection moved into Twilight. She shuddered upon feeling the faint magical presence enter her.

“Just... get on with it. I really don’t like doing this.” Chrysalis shrugged before squeezing her forelegs tighter around Twilight’s shoulders. With a deft movement, her head twisted around onto the right side. Without too much warning, she drew Twilight’s head in to let their mouths connect. The alicorn panicked as she felt the forked tongue sliding around the entire inner surface of her mouth. Upon being released, she was quick to panic. “Opening me up to a camera isn’t enough? What was that for?”

There was another shift of weight as the changeling repositioned. “I need a few samples of your body, to make sure that the egg will be compatible. There’s quite a bit of work involved on my part I assure you.” Her mouth came down around Twilight’s horn. The tongue felt around in each of the grooves, running along in a swirl until she finally leaned back. “That’s all I need. And I can already tell, you thought I was going to eat you out next. The thing is... I don’t have to.”

Twilight’s eyes locked onto the screen in front, the camera having returned to its original position. A bulge was forming on Chrysalis’ underside. “What the hay...” There was a moan from above. The bulge began to stretch out, a tip forming on the underside. From there, it began to grow in length. After just a few seconds, it was at half the length of any average stallion’s prized possession. “Uh, this wasn’t what I was expecting!” The growth paused after roughly half a minute. A long, slimy tentacle curled around the base of Twilight’s tail.

“What were you expecting?” The tentacle withdrew from her tail for a moment, stretching out to the main camera. After a few moments of darkness, the screen displayed four different views. The view Twilight had been watching for the past minute, an interior view of her uterus, a side view of the whole vaginal canal, and what appeared to be the tentacle’s perspective of the whole event. At that moment, it was looking right at Twilight’s opening.

“Breathe in, breathe out, and enjoy the ride.” Her eyes nearly popped out as the tentacle drove in. For several moments, it flicked around as the muscle worked its way down. Whatever pleasure she had expected to be experiencing from it was lost in her shock as she watched the graphic process. As the tentacle reached the end of its length into her, more began to grow out from Chrysalis. She seemed to be enjoying every single moment of penetration.

Eventually, the tip reached her uterus, where the next stage began. It began expanding as a translucent balloon-like object began to fill her. Once it passed the camera inside, she could see the inside of what was presumably a cushioning organ for the egg, only green. “Here it comes, Twilight.” Her eyes followed the large bulge as it appeared at the base of Chrysalis’ tentacle. It slowly slid down the short exposed area, before pausing momentarily at the entrance of her flesh.

“This is going to hurt, isn’t it?” She groaned as the tentacle expanded to allow the egg through. As it passed through, she could just barely see the tiny speck that would become the changeling inside, before it finally slid out into the wider area of her uterus. A fierce burning feeling was left throughout her vagina.

At last, the tentacle closed off the inner pouch, withdrawing from her body entirely with a very loud slop. “You did well, Twilight.” Twilight looked up at Chrysalis, who was rather sweaty. “It takes concentration to only release one egg. But now, it is done.” She slid off the alicorn, who didn’t move for a good minute. When she did however, her first action was to stumble right back into Chrysalis. With the gentlest of movements, she helped Twilight sit down on the bed.

“It wasn’t... as bad as I was expecting. But, I don’t know if any of the others should have to go through that, only for another nine times.” Her trembling hooves rested in her lap. From that angle, she noticed that her body was a little bit bigger than before.

“That will go down once your body adjusts. I suggest you sleep, it will take time for the bond to form.” Twilight slid down onto her side, barely blinking as the blanket was drawn over her. One by one, the candles in the room went dark. “Fluttershy would appear to be the most content with my presence. But if she refuses, I shall leave her be. You have my word.”

Author's Note

Fluttershy's half of this chapter will be around soon, I just wasn't able to write it in time for 200 likes.

6. No Wishes, No Regrets (Sex)

“Coming.” Fluttershy placed her cup of tea down on the low table in front of herself and Pierinae. The soft knock at the door had just interrupted their quiet talk about the native animals of their different homes.

The white maned Princess watched as Fluttershy approached the door. “It’s probably one of mother’s personal assistants, coming to check up on me again.”

Fluttershy’s hoof touched the door handle. She had barely any time to act before the door was thrown open in her face by a changeling. “Your Highness, is the resident of this... house here?”

Pierinae pointed at the side of the door Fluttershy was plastered to.

The changeling nodded, proceeding into the house and turning to face Fluttershy. “I have been informed that you have expressed interest in the Queen’s proposal. And as such, I am required to obtain your signature before any sexual actions can occur.”

It took a while for Fluttershy to peel off the wall. By the time she was able to stand up and look at the large length of paper presented to her, the changeling was in the middle of explaining something about liability for broken glass jugs.

“Uh...” She fumbled for a pencil presented to her. The line she was supposed to sign on blurred as her eyes tried to re-adjust from being smacked around. “Where?”

“That won’t be necessary, Fluttershy. Leave us.”

The paper rolled up on command from the changeling. “As you wish.” He vanished in a bright green flash, leaving Chrysalis and Pierinae in Fluttershy’s blurred view.

“Before you ask, he isn’t of my hive. And I have more important things to discuss over explaining who he is.” Chrysalis led the mare back to the nearby chair, settling her in place softly. “Now, hold still while I do something about the headache you’re clearly suffering from.” A pale green beam of magic flowed over Fluttershy’s head.

She moaned very softly as her head no longer felt like it was rolling around in the Wonderbolts dizzitron. Whatever Chrysalis was doing with her magic, it was working. “T-thank you...” Fluttershy stared right into the eyes of the Queen. Dark, suspicious. But at that very moment, not threatening in the least. “So uh... What did you want to discuss?”

Pierinae was situated across the room by then, leaving Chrysalis alone as she stepped back from Fluttershy. “I assume that Twilight told you of what occurred two nights ago.”

“Oh...”

Chrysalis sighed. She recognized that reaction all too well. “I’m not here to try and persuade you to do anything, no matter what she’s told you. That would defeat the whole purpose of this visit.” Her eyes slid towards Pierinae for a moment. “But, you are one of the most capable, and willing ponies in this town. And, you’ve also settled down quite well with my daughter. These are very good circumstances.”

Fluttershy’s mouth remained firmly shut, though her lip trembled. Through no small amount of effort, she forced herself to speak. “I... don’t know. I really like helping little ones out, but I never really thought I would be good at raising some of my own.” Her hooves settled down into her lap, shaking.

“Well, first off, I am certain that my daughter will stay by your side, whatever your decision. She does have experience with this process, and her hive is managing well in her absence.” The Queen paused, circling around for a moment to keep her body from going rigid. “Again, I am just presenting the offer. I’m still coming to appreciate the delicacy of this process. Outside the hive, I don’t have anywhere near as much control over everything.”

A whimper came from Fluttershy. “Queen Chrysalis. Or your Highness... All Twilight said was that she had reconsidered what happened, and she wouldn’t be upset if I agreed to whatever it is... you’re going to do with me.”

To the surprise of both Fluttershy, and Pierinae, Chrysalis sat down beside her. “I insert an extension of myself into you, and transfer the eggs through that, into a special type of pouch. And, I realize you may prefer that Pierinae do this, but...” She looked across at her daughter again. “You have a special friendship that shouldn’t be rushed. Especially not for something I started.”

There was silence. A long, heavy silence, during which Fluttershy slowly shrunk down into a whimpering ball of yellow and pink. She knew what happened normally. It wasn’t exactly something that she could avoid when dealing with animals. What the Queen was telling her wasn’t normal at all.

“I uh... need a bit of time to think. Is that alright?” She was out of her seat and at the stairs before Chrysalis could finish nodding. Every step from the warm, bright lounge room to her unlit bedroom was heavy with doubts. Do I really want to let her into me? A few boards creaked as she stepped in. I’d be helping out both the changelings, and Equestria. The bed depressed just slightly under her weight. I’d also be giving my body away to a pony I don’t know very well, to have her babies. Her face landed in her hooves. “Oh Fluttershy, you really need to stop getting into situations like this.”

The candles in the room lit up, illuminating the Queen as her magic faded down. Their eyes met for a moment. Chrysalis broke the stare as her appearance began to change. After several seconds, Pierinae was standing in her place. “This is entirely your choice. If you don’t want to go through with this, I shall leave, and work with Twilight to find another willing host.”

Fluttershy whimpered. Seeing just how much that the Queen was willing to do to make her more comfortable didn’t help calm her anxiety at all. It just added to the growing pile of guilt weighing down on her, crushing her self-control into pulp. Variations of her voice began to gnaw at her, each prompting her to a different choice. An overwhelming confusion. “Can we make it quick? I’d rather get it over and done with, please.”

Chrysalis approached the bed. “Are you sure? I don’t want to cause you any harm...”

“I’ll handle it.” Fluttershy’s shortness was followed with a very subtle flick of her hair “I think I would rather not think about it. If I do, I’ll just keep telling myself not to do it.” After squirming around for a moment, she moved further into the bed. “Do I have to get into a really exposed position for this?”

The bed shifted as the changeling joined her on the bed. “Lie on your belly, with your legs facing forward. You can use a pillow to support your head if you like. I’ll handle the rest.”

Fluttershy did just that, taking a pillow in her hooves and facing towards the door. The feeling of Chrysalis settling down over her was odd, especially since she had Pierinae’s face. It didn’t help when her head was tilted around until their lips locked.

She hadn’t kissed the real Pierinae. Of course, she hadn’t kissed anypony properly, but Pierinae was the closest pony she had considered kissing. And yet, she never felt the ‘moment’ as Rainbow Dash had described it.

Her thought process was interrupted by Chrysalis releasing, licking her very wet lips afterwards.

“I needed a sample of your body to make sure that this pouch will be compatible. Now, this is where I insert myself and start pumping things into your womb. Anything you need to do?”

Fluttershy shook her head.

“Alright then. As I said, if anything bothers you, just say the word.” Chrysalis hissed as she pressed down into Fluttershy. Her head settled on the opposite side of the long, pink mane, forelegs stretching out to clasp the yellow hooves in front of her. “Here it comes. And if it helps, consider this practise for the future...”

The first intrusion made Fluttershy shudder violently. It felt colder than Twilight had described. Of course, she had no first-hoof experience to compare the feeling against. Dash had experience, though she was pretty sure that Dash hadn’t been penetrated by a constantly growing ‘thing’ that was going deeper and deeper inside, and was going to spurt out a lot more than white sticky stuff.

Something began to expand inside her. She guessed it was the ‘pouch’ that the Queen had talked about earlier. It wasn’t a pleasant feeling, rather akin to bloating. “Is this really necessary?” There was no response. Fluttershy lowered her head further, hiding away from what was going on between her legs. What she couldn’t ignore however was the fact she felt far heavier already. It wasn’t air going into her.

She yelped as something firm began to press through her vulva. An egg. The first of ten. And it was much, much larger than she had expected.

One time, she had experimented with chicken eggs. They were small, smooth, and fairly resistant to cracking. She was in control of everything.

As the egg pressed deeper, the only control she had was how much whimpering she let out. The pain stopped immediately as the egg was withdrawn.

“I didn’t want to try teleporting the eggs directly into the womb, because of the great risk involved with such a precise spell. But I do not want to put you in danger either…” Chrysalis took hold of Fluttershy’s hoof. There was a tense silence. “I can try an expansion spell, but it will cause mental pain. There’s no physical damage.”

Fluttershy’s gaze fixated on the door. It was too surreal, despite the fact that she could definitely feel the long and fleshy tentacle stretching deep into her body. She wanted it to be over. “Okay. Just… make it quick.” Her body went very cold for a moment. The very bones in her hooves felt sharp, teetering on the edge of snapping free from her flesh.

It began at that moment. She barely felt the first egg go in over the roaring pain that ran through her body. The resulting scream, accompanied by her desperate clutching of the blanket seemed to cause a disturbance below. Her hindquarters became a blind spot of agony, continuing to force tears to flow from her eyes.

“Fluttershy!”

Pierinae’s face appeared through Fluttershy’s blurred vision. Barely able to see, she reached out an icy hoof and took a very tight hold of the one extended. “It hurts!”

“I know. Try to ignore it, I’m here for you.” The changeling princess glanced at her mother, clearly relieved that she was there. Upon looking back at Fluttershy, she leaned in to comfort her as the tears ceased. “It’ll be over soon. Hold on.”

8. In Our Darkest Hour

“I am continuing to make preparations for the inevitable hatching. My question as to whether I can just try laying it out first still hasn’t been answered. I would much rather squeeze an egg out than have a larvae crawling out of its own accord.” Twilight’s voice grew weary by the second as she dictated to the magic quill writing out her progress report. For the sake of clinging to what little self-respect she had left, every report went into a deep dark box instead of to Celestia.

Another tiny drop of wax rolled out of the candle caldera, sliding down the side until it hardened into a thin streak on its side. By then, the candle was covered in wax streaks.

She’d been sitting there at the table for several hours, more often than not pondering in silence as to what she could possibly dictate. In the end, she just mumbled out whatever coherent crap that came to mind. Her face landed on the desk before her with a soft thud, soon followed by a groan. As if to make it just that much worse, she now felt hungry as well.

“Spike, I don’t suppose we have any oatmeal shakes left? I know I’ve been going through them like Pinkie Pie in Dessertland…” Most of what she said came out in a mumbled noise, half of her mouth pressed into the wood while the other half flapped about aimlessly. The odd feeling in her lower regions continued to grow. As she peeled her face away from the table, it occurred to her that it wasn’t the sensation of hunger she was feeling. More importantly, it wasn’t focused in her stomach.

“Spike?” Silence. The feeling began to turn into pain. She poked at her thigh. “On second thought…” Upon trying to stand up, she nearly slammed her jaw into the desk as a jolt of pain went through her right leg. “Spike! For goodness sake answer me!” Having one leg in aching pain meant she had to hobble her way towards the stairs. Already, she was starting to feel the pain spreading throughout her entire hindquarters.

Spike had a bowl of batter in his paws, which he was scooping into his mouth with the cooking spoon. Twilight’s yelling had only just caught his attention. “Geez, you soundproofed the whole library remember? You could have just poked your head downstairs and-” Twilight slid down the stairs very roughly. She came to a jerking stop at the base, her head shaking violently while her legs kicked around. Bright green veins had formed through her cutie mark and lower belly.

For one of the longest seconds of his life, he stood there in complete shock at the sight in front of him. He reached out a single claw towards one of the veins. Just before touching it, he stepped back again.

“Uh… Princess Celestia, she’ll know what to do.” He began hurrying to the quill and paper he kept nearby. “Oh, right. She’s asleep. Luna will know...” He took another few steps, hesitating again. “She doesn’t even know this is going on to begin with.” A cold feeling formed inside as he realized the only remaining option he had. One he hadn’t expected to even consider. “Queen Chrysalis…”

The thudding of Twilight’s head against the wood was the constant sound that accompanied his frenzied scrawling on the paper. He didn’t even bother rolling it up into a scroll, coating the entire piece in fire as soon as he was done. It fizzled away into neon green. All he could do for the time being was continue to watch as whatever was happening to Twilight continued to happen.

Not even half a minute passed before a bright flash of green light came from behind Spike. Before he could turn, Chrysalis rushed past him to Twilight’s side.

“By the matriarch… Did she eat, drink or touch anything at all?” She turned back to Spike frantically. “Forget whatever reservations you may have, I need to know now!”

“No, not that I know of. She sat up there for the entire afternoon, told me not to go up there until she was done.” He remained silent while Chrysalis carried Twilight over to a lounge she produced from magic. “Is there anything at all I can do to help?”

The Queen looked back at him, filled with confusion and anger. She put it aside for Twilight’s sake. “I need as much Winter’s Kiss as you can gather. What I’m going to do will make her heart explode if she isn’t given a very powerful sedative. If you see the zebra, bring her as well. Oh, and don’t sniff the flowers.”

Spike hurried off as best as he could on tiny legs. The soft patter of his steps soon faded into the dark night.

She closed the door behind him. Now that he wasn’t around, she had a chance to move Twilight’s tail aside to look at the source of her ailment. Every second made her heart race a little more as she magically probed for any sign that the egg inside her was still alive. Not sensing anything, she leaned in just as a small trail of changeling blood began to drip from the vulva. Her eyes widened as the distinct smell entered her nose. “No…”

Her patience ran out. “Twilight, wake up!” She shook Twilight’s shoulders firmly to rouse her. “The egg is dying somehow, I don’t have a clue as to why, since it has never happened before. I can try and save it, but I need your help, otherwise the spell will almost certainly kill you.”

Twilight could do little apart from continue to moan in pain. A few sparks of purple fizzled out of the tip of her horn, nothing more.

“Alright. I just hope Spike will be back in the next minute.” Chrysalis closed her eyes as she rested the tip of her horn onto Twilight’s lower belly. She moved the tail back into a covering position with her hoof in the meantime, keeping her horn focused on building up the spell. “Maybe she was trying to lay the egg and it went wrong. I should’ve made the time to help her...”

She was about to use the spell when Spike burst in again. His arms were filled with frost coated lilies. The air around them turned to mist just from their presence. He was quite clearly chilled by their extreme cold.

“Dragons don’t like cold… much.” He shuffled over and dropped the flowers into a pile next to them. Once relieved of the stinging cold, he recovered quickly. “I’ll go find Zecora then. Girl stuff I’m not supposed to see and whatnot.”

Chrysalis turned back to Twilight as soon as the door closed. Her horn was still charged. “Alright. This is going to hurt no matter what I do.” A small portion of her magic concentration lifted one of the flowers above Twilight’s nose. The rest began to flow into the tip of her horn. A tiny drop of green liquid began to form. As it grew, she lowered it closer to Twilight’s coat. “Here goes.” The liquid flowed around the tip of her horn and hardened into a shiny cap. Magical energy began to radiate from it.

Her eyes closed as she leaned in, touching the green tip through the soft layer of fur to her skin. A gasp from Twilight caused Chrysalis to hesitate for just a moment. She took the moment to breathe, then plunged her horn in.

The soundproofing proved its worth at that moment.

There was no physical wound. The liquefied changeling magic that capped her horn allowed her to part Twilight’s flesh without actually cutting her open. It didn’t make the process any less painful however. And she couldn’t apply the whiff of Winter’s Kiss until the spell itself was activated. Twilight was paralyzed by that point, her weak screams eating away at the changeling’s concentration.

Just a little deeper, and this will be over... She reached the outer surface of the womb. Pausing for just a second, she shook the flower once.

Twilight calmed down upon inhaling the first whiff of icy pollen that passed her nose. Gasps of pain faded into barely audible inhalation. The changeling blood leaking into her body slowed in its advance.

“Okay, nothing to it… Spell that’s probably never been done before, but alicorns are pretty tough.” A layer of fiery green magic began spreading out from the base of her horn. The green glow on Twilight’s belly grew brighter as it approached. Every slowing beat of her heart reverberated through her body into the tip of the horn buried inside her.

In the moment before the spell found its mark, she braced herself for the inevitable energy release. She hadn’t really considered the effects it would have on herself until that moment. In fact, she hadn’t thought about anything but saving Twilight from the moment Spike’s message came through.

The spell entered Twilight at that moment. For the briefest of seconds, nothing happened. In the next instant, Chrysalis was rocketed into the opposite wall, Twilight giving a very loud cry as her barely beating heart was jolted hard by the spell.

Almost an hour passed before Spike burst in, Zecora right behind him with several different remedies in tow. Both moved right to Twilight’s side, leaving Chrysalis in her dazed state. As it happened, Spike was too worried to say anything. Zecora on the other hand was far more controlled in her response…

“This foul sickness that has consumed her body, clearly the work that has been done is utterly shoddy.” She immediately began applying a green paste to Twilight’s belly. A red liquid that vaporized on contact with the paste followed.

Chrysalis watched them through her eyelids. She was still drained from the spell, but not unable to defend herself if Zecora decided to become a changeling hunter on a whim. It was a chance to recover at the very least.

Spike’s voice broke her brief moment of silence.

“Uh… what about Fluttershy?”

The deepest of chasms opened up inside to swallow her shrinking heart. Each beat slowed, her mind reaching a standstill as the full force of what he had reminded her of came to bear.

In a movement so quick that normal ponies couldn’t possibly match with their heavier bodies, she went from a slumped position to dashing out through the door before Spike had time to turn around.

It was very dark outside, and normally she wouldn’t be using her dwindling magic to speed her towards the cottage under such treacherous circumstances. Whether she wanted to admit it or not, she was foregoing all common sense on the growing fear of what would be waiting for her at the end.

No light was visible through the curtains of the cottage. If Fluttershy had passed out before lighting the candles, her condition would have certainly been far worse. Her speed gave out as she reached the path up to the front door. Winded, she struggled towards it with aching steps.

“Fluttershy?” She pushed the door open weakly. Not a single living being stirred. Angel was in Canterlot with Rarity and the other pets for some sort of show, and Pierinae had gone to Manehattan for a spa treatment where no-one knew she was a changeling princess. Fluttershy was alone for the entire week.

Chrysalis smacked into the wall next to the stairs. Her heavy breathing was the only sound to fill the entire place. If Fluttershy had been on the way to visit her forest friends when she had been struck down, there was very little hope of finding her alone. Much as the thought made her feel cold, summoning the help of the Princesses was quickly becoming her only option.

A sick gurgle came as she pushed herself up onto her hooves again. “They’ll probably rip the hive out themselves for this…” She closed her eyes to send a message out when a low moan grabbed her attention. It had come from the kitchen.

Stumbling in the general direction of the kitchen, she leaned against the doorway to steady herself as she looked for a candle to light. One was smouldering away next to a half-prepared sandwich. Acting on that hint, she focused on the floor just beneath it. In a mass of green veins was Fluttershy’s limp body. A pool of changeling blood and dead larvae lay just behind her.

She couldn’t tell if Fluttershy was even breathing. And she was so weak herself at that point that trying any sort of spell would certainly fail. The only thing left to try was non-magical revival. As she leaned in to begin pressing her chest, the smell of blood made her recoil for a moment. It suddenly hit her that there was another smell mixed in. A very distinctive odour, one that she hadn’t encountered for over a hundred years…

Matriarch venom.

9. The Gathering of Darkness

How many days had it been. Five, six? She lost count of how many times she had watched the sun rise and fall beyond the window on her left. Practically frozen to the chair, Chrysalis hadn’t moved once since sitting down the previous week. Quite a few ponies had attempted to approach her in that time.

Twilight with hollow words of regret.

Zecora with questions about what had happened, and how the damage could be healed.

Pierinae had been filled with great concerns during her visit.

It was on the sixth day that she woke from her trance-like state, her head slowly turning to meet Celestia’s gaze. Neither of them spoke for a long minute, not even through telepathic means. The gaze was sufficient in getting their thoughts across. And yet, after all that had happened in the past, there was a surprising lack of animosity in their expressions.

When Chrysalis finally parted her lips, there was a noticeable change in the air around them. As if the entire library had been holding its breath, waiting for one of them to speak.

What she had to say was brief, but packed a very hard punch.

“The others deceived me. I’m going home to face them. The lands might very well run with changeling blood before this is over.”

Celestia gave a very slight nod in response. What could she possibly say in response to that? It was Twilight’s project, and while the outcome had been disastrous, it wasn’t her place to interfere. This was something they would have to overcome on their own.

There was still another side to the whole affair, one that was very much a problem she had to deal with herself. “I need to know if this could have repercussions for Equestria. If so, I’d rather help stop that before it leads to fighting of any kind.”

Chrysalis’ gaze drifted away for a moment. The answer was already clear in her mind, though she was at a loss for how she could put it. Straightforward soon became the only viable method. “This is a changeling matter. The others will be too prideful to let any sign of civil war escape our borders. You need not worry about a second invasion, especially not from me.”

That was enough for Celestia, who gave another nod and slowly turned away. Just before leaving the room, she said one more thing to the changeling queen. This time, there was a definite edge to her words. “If this put my prized student in danger, there won’t be a hole deep enough for any changeling to hide in. I will bring the sun down on the grey lands, mark my words.”

While watching her leave, Chrysalis found herself growing pale at the intensity of her threat. For someone who was otherwise a very benevolent being to say such a thing sent chills through her body.

She was standing at the entrance to the temporary hive by the time she became consciously aware of her surroundings again. Walking from the library to there was little more than a faint blur in her mind. Probably for the best, given what she imagined the expressions of those she passed would be like.

“Mother…”

Pierinae’s voice drew her attention to the left, from which she was approaching. It was obvious that she was still worried about her state of mind. “I was deep in contemplation, child. The path we must make is clear now, at least.” A long sigh escaped as she thought on how best to explain it all. There was much to be done. “I’m returning home. It’s about time I and the others discussed this matter face to face. I would feel a little better if you chose to stay here, but I will not stop you from joining me.”

It took a bit for Pierinae to decide. She had lacked the courage to visit Fluttershy since her return. And there was a good chance she wouldn’t ever return from her homeland if she went back now. But what could she do while remaining in Ponyville? “You need me as your second. Whatever happens, I’m staying with you.”

For the first time in a very long while, Chrysalis felt herself starting to tear up. It was far beyond what she expected from her daughter, especially after all that had happened. “Let’s hope neither of us regret that. I don’t think we can avoid the fact that this will not end pleasantly for all though.”

“We won’t necessarily be on the receiving end though.” The wind picked up at that moment, drawing her strands of white hair up along her neck. “You know the other queens. Surely some of them must’ve been just as oblivious to this as we were.”

It sparked a thought for Chrysalis, who turned away from the hive to begin pacing in thought. “You’re right. Most outright despise each other, they’d never conspire together against me.” Her gaze came across the Town Hall. It looked just as it did on the day she arrived in Ponyville, with the six Equestrian heroes ready to defend their town and friends. Working together to stop what they believed was a common foe.

“The queens need a much bigger threat to unite against.”

There was only one being that Pierinae could think of that could possibly qualify as a such a threat.

“The Matriarch was behind this. It’s about time her reign ends.”

*

Walking such a distance wasn’t something she had ever actually thought about doing before. It was far easier to fly, not only preserving the condition of her hooves, but having the added advantage of being able to avoid any obstacle in the way. It didn’t make for a good way to converse however, and that was something she needed greatly.

She needed to educate her daughter on the situation at length. From the Matriarch’s establishment of the changeling lands, to the emerging of the first queens. Their race’s spread through the land, formation of noteworthy hives, and the eventual animosity that developed between them all. Most importantly, she went over every single queen in detail. What they looked like, how they ran their hives, and what stance they were likely to take in the coming week.

Many of her changelings had been dispatched to the varying hives at the time of her departure. All carried a message of summons to the homeland. Under the guise of making her report, every queen would be at that meeting. It was a great risk to draw them all in together, but it was the only way to ensure that none would wait back and take advantage of what could happen.

It wasn’t until much later that the reality of what was to come hit them both. Standing at the edge of the grey lands was an almost alien experience. By some twist of irony, the home of their former enemies had become more of a home to them as well, than the land of their origin.

The twisted rock formations that had been encased in dark chitin centuries ago were very foreboding. Where trees had once stood, hollow tubes of similar material towered out of the soft ridges that stretched out before them. In the distance, the great spire beneath which the Matriarch lived was barely visible.

“It’s not exactly what I expected, but it’s close…”

Chrysalis glanced at her daughter. She probably didn’t remember what the grey lands looked like, outside of stories told anyway. “You might be surprised to learn that this hard coating has nothing to do with our species. Not directly anyway.” As her hoof moved from rough dirt to smooth chitin, a slight chill ran through her body. Unlike the material found in hives, what lay in front of them was quite cold, and lifeless in a sense.

The hesitation soon wore off as both proceeded on towards the spire. Already, a few watchers had noticed their approach, signalling an acknowledgement to them telepathically before sending reports back. It wasn’t long before they were being watched by quite a few changelings, all having come from the spire upon hearing of the arrival of a queen and princess. The first of many in the coming days.

By the time the pair reached the spire entrance, there was a veritable swarm gathered around. Unlike those found in hives, they were all shapes, sizes and colours. Some were remnants from fallen hives, but most had lived in the spire their entire lives. And yet, there was no sense of difference between them and their hive-born brethren.

However much the ponies claimed to follow acceptance and love by instinct, Chrysalis knew there were still elements of class to them, based on nothing more than upbringing. She used her changelings as hoofrests because she had brought them into existence in the first place, and wouldn’t dare to think about doing that to any that originated outside of her hive.

While her mother was stoic in her advance, Pierinae was captivated by the spectacle of what went on inside the spire. As high as she could see, changelings were flying from and to all directions, going about their daily business with a strange order to what otherwise looked like a chaotic scramble of beings. Far from the grim sight outside the spire.

“This is incredible.” By then, they had begun to draw the attention of passers-by, obviously curious about their arrival. Those who had been following them outside had also started to find their way inside. Such a large amount of attention was something she was unaccustomed to. “Shall we, mother?”

Chrysalis nodded slowly as she moved forward again. The royal chambers were several levels below, separated from the spire by a multitude of chambers. Being able to communicate with the others from the comfort of her hive meant she rarely made her way through the network of rooms they were now in. Even now, she still wasn’t sure what half of them were for.

The corridors got progressively cooler as they descended. Green light permeated the corridors, gradually increasing to the point that Pierinae’s hair was a vibrant green. At the royal level, there was a faint hum in the air that gave both a slight chill when they entered.

“Why is it cold down here?” Pierinae looked to her mother briefly, who could only shrug in response. Guessing that would’ve been answered earlier if known, she overcame her discomfort to move further into the room. There was a large table-like structure that went around a large pool of liquid in the middle. It was from the pool that a lot of the light was emanating.

Eventually, Chrysalis made her way to one of the corridors that led away from the room. “Here. It would be best to get some rest now, we might not get another chance for a while.” She glanced back briefly before moving to one of the inner chambers. Like all of the others, the walling in there was very thick, and the doorway was quite tough to break through when closed. With so much tension being brought to the boil, no precaution while sleeping was excessive.

Author's Note

More is coming. I don't want to burn myself out on this, so I'm easing myself back in.