Transformations

Chapters

Prologue
Arc 1:Chapter 1
Arc 1:Chapter 2
Arc 1:Chapter 4
End of Arc 1:Chapter 5
Arc 2: Chapter 6
Arc 2:Chapter 7
Arc 2:Chapter 8
End of Arc 2:Chapter 9
Arc 1:Chapter 3

Prologue

IMPORTANT INFO:To understand this fanfic you need to know that Shining Armor and Candence do not exist, and that the Elements of Harmony are what blasted Chrysalis and her subjects out of Canterlot. The main reasons for this is because I just plain hate both of them, and that only the Element of Harmony could turn Queen Chrysalis into an Alicorn... Why do I hate them? Well.... I never liked the idea of Twilight having an older brother or parents ( I prefer to see Princess Celestia as the motherly figure in Twilight's life) and if I get rid of Shining Armor then Cadence has to go as well (for some strange and unknown reason). So yeah, just deal with it.

Prologue

So you want to hear a story little one? Hmm... Very well, I will tell you a story. But this is no ordinary story, oh no, This is a story about a Queen who was the last of her kind. This is a story about a Queen who changed, and by default, survived. This is a story about a Queen who overcame her own insanity. This is a story about a Queen who, despite being surrounded by enemies she could not remember making, was able to find love in the most unlikely of places. This is a story about the most beautiful creature in existence. This is a story about the Queen of the Changelings, which, if I remember correctly, are the descendants of the cute little Flutterponies. This is a story about Queen Chrysalis...

I will try to keep any overy disturbing details out of the story but I cannot guarantee anything my dear child. You will however need to forgive me if I forget something dear child. My memory is not as good as it was when I was your age.

~~~

Black

It was all she could see, suffocating her with its cold embrace, and she could do nothing but look around for a way to escape.

"Chrysalis..."

She looked around, desperately searching for the place from which the voice was coming from.

"Time to wake up Chrysalis..."

"Who's Chrysalis?" She asked the voice.

"You are... And it's time for you to wake up..."

A blinding light suddenly surrounded her, and she closed her eyes tight as it washed over her.

She reopened her eyes once the light was gone, and immediately gasped in shock, not expecting the horrors that lay all around her.

Bodies littered the floor of what she assumed was a forest, bodies that greatly resembled her own. It didn't take long for her to realize the connection, and she broke down crying, holding her head in her hole filled hooves.

After what seemed like days, but was in reality was little more than three hours, she rose up off the forest floor and began walking in a random direction, not caring where it took her. Her eyes were empty and broken as she trudged through the blood of those that surrounded her.

It wasn't long before she came upon an exit to the forest, and her eyes began twitching as she suddenly felt the urge to sing a song which just so happened to pop into her head at that exact moment, probably because of that voice.

~~~

Listen.

No, no, stop. You're doing it wrong. You're only hearing. There is a difference between hearing and listening, an enormous difference.

So now, try again; listen.

No, don't listen to the birds. Their song, while sweet, is not what I would have you hear right now.

Neither should you pay heed to the sound of wind moving over the waters. Nor should you focus on the sound of grass under a certain Queen's hooves.

I am impressed that you hear that last, though. Most people cannot. And, to be honest, it is part of the song. Maybe a chorus.

But it's not what I want to you listen to.

What I would have you listen to is the sound behind the sounds. The melody behind the nature, under the wind and inside the earth and flowing from every living mare and stallion and foal...

The melody.

Now you hear it, I'm sure...the sweet song that sounds endlessly throughout the lands, the one that has been played since the days when Discord still stood tall and strong, from the time when equality still existed-noble and honorable royalty, chosen not by a mortal, but by whatever gods built this world.

Do you hear the words of the melody, though? No? Listen more closely. They're really not all that faint.

The voice sings of a promise, a covenant.

You know, surely, that the world, while beautiful, is still moving on. Things are still falling apart, and the center cannot hold forever. The ancient curse of the land has not yet been broken.

But this song promises one thing: that it can be broken.

Now listen. Listen carefully, and mark what you hear.

"This day has been just perfect

The kind of day of which I've dreamed since I was small.

Every pony I'll soon control

Every stallion, mare and home.

Who says a girl can't really have it all?"

*Giggles*

See.

No, no, stop. You're doing it wrong. You're only looking. There is a difference between looking and seeing, an enormous difference.

So now, try again; see.

Yes, yes, that's right. You're starting to understand now.

See how the Queen walks? See how there is an odd look upon her face? She has been driven insane by the sight of her subjects torn and broken bodies.

See how the holes that litter her body are closing up? She is changing.

See how her wings, which once looked like the wings of a demon, have become much more akin to the wings of a delicate butterfly?

She is changing.

Arc 1:Chapter 1

Chrysalis was walking alongside a river which ran through the dark depths of a forest very similar to the one she had woken up in. If you could overlook the scars that dotted her body, she looked like a regal Alicorn. Her horn, once curved and mishapen, had been replaced by one of pure white which contrasted quite nicely with her black coat. Her once filthy dark mane, was now a pristine teal, she looked gorgeous.

She had been following this river for about a week now nonstop, although she couldn't be sure of that as she no longer had a concept of time, and she was getting sleepy.

Her ears twitched, was that the sound of civilization nearby? She quickly covered her wings with a cloak she had found in the last town she had visted and began sprinting towards the direction from which the sounds of happiness were coming.

Chrysalis mentally grinned as she broke out of the forest and into what appeared to be an apple farm.She was quite hungry, and decided to take advantage of the plethora of nearly perfect apples that hung from the branches of the apple trees. Levitating a particularly shiny apple over to her she leaned forward to take a bite.

"An' what exactly do ya think yer doing'?"

Chrysalis closed her mouth angrily, whipping her head around towards the pony that had interrupted her meal, and glared at her. "I'm having an apple," She spoke through clenched teeth. "So unless you are so uncouth as to interrupt a starving mare who is trying to satisfy herself then I suggest you go back to whatever hole you crawled out of and leave me alone."

Applejack quickly glanced at the mare's flank and flinched when she saw how thin and frail the mare looked. "What happened to ya?" She asked when she noticed the scars on the mare's body.

"Oh I don't know..." Chrysalis paused to rip a large juicy chunk out of the apple. "How about life happened?" she said sarcastically.

Applejack frowned at the tone of the mare's voice. she would have to teach this mare some manners if she was going to help her. "Well since ya obviously need the food I won't charge ya for the apple ya ate, but ya better ask next time or I will."

"Now come along, we better get some more food into ya before ya starve ta death." She continued as Chrysalis polished off another apple.

Chrysalis reluctantly followed the farm pony to wherever it was they were going, not because she was told to, but because there was the promise of more food, something she desperately needed at the moment. "So... Peasant... What kind of food is served around here?"

"Applejack."

Chrysalis tilted her head to the side in confusion. "That doesn't sound like any food I've ever heard of..."

Applejack snorted. "My name isn't peasant, it's Applejack."

Chrysalis' eye twitched in anger. "That's a weird name."

Applejack paused mid-step before resuming walking. "No it's not." She replied. "I work on this here apple farm."

"Whatever." Chrysalis rolled her eyes. "Now what do they serve in this area for food?" She asked.

"That depends on where ya go to eat." Applejack began to trot a little faster, all this talk of food was making her hungry. "But since yer gonna be eatin' here, yer gonna be eatin' apple products." She informed the mare.

Chrysalis felt the need to groan, but held it in. At least she would be getting decent food for once in her miserable life, she had no reason to complain.

They continued walking in silence for what Chrysalis estimated was about five minutes, although she couldn't be certain, before the trees began to thin out and what looked like a giant red barn appeared behind the crest of the hill they were walking up. "Is that your home?" She asked Applejack.

"Yup!" Applejack exclaimed proudly. "My family an' I built it ourselves." Chrysalis' eye twitched again, this time in disbelief instead of anger.

"Couldn't you have just hired somepony to do it for you ?" She asked.

Applejack picked up the pace again. "Well yeah we could've, but us Apple folks prefer ta do everything ourselves, because instead of putting the money towards hiring somepony, we can put the money that would've gone ta the processional into helping the family business." She explained. "Plus, although Applebloom, my little sister, doesn't know it yet, she's gonna get her Cutie mark in architecture, so she's a great help whenever we have ta rebuild it."

"That makes sense I guess." Applejack just nodded as confirmation that she heard.

"Here we are!" Applejack said when they reached the barn. "Now Ah have ta officially welcome ya ta Sweet Apple Acres, so here's-" She grabbed a random apple from a nearby basket and held it out to Chrysalis.. "-an apple!"

Chrysalis picked the apple up with her magic and ate the apple in two bites before giving the core back to Applejack, who tossed it next to a nearby tree where it would decompose and help fertalize the soil.

"So-" Applejack continued with a smile. "-since ya've benn officially welcomed mind telling me yer name? Ya never told it ta me when I told ya my name."

Chrysalis hesitated. A weird feeling enveloped her entire body, it appeared to be telling her not to tell Applejack her real name. She decided to listen to it, after all, her instincts hadn't led her astray.

"My name... Is Chrystal."

Arc 1:Chapter 2

"Well good ta meet ya Chrystal!" Applejack exclaimed, grabbing one of Chrysalis' hooves with both of hers and shaking it up in down.

Chrysalis cringed at the unwelcome contact and her horn flared with magic against her will, throwing Applejack flat on her back. Not wanting Applejack to know that she couldn't fully control her own magic, she snorted and glared at her. "Touching me was quite unnecessary and rude, please refrain from doing it again unless you want to be thrown against the nearest hard surface."

Applejack slowly slid to the ground but was back on her feet in a flash. "Sorry if ah did something not allowed in yer culture, but a hoofshake is the way we greet people that come ta Ponyville."

Chrysalis rolled her eyes and levitated Applejack back in front of her. "So where's the food? I'm kinda starving here."

Applejack grinned and turned around. "Right this way! But first ah gotta introduce ya ta the Apple family!"

Chrysalis groaned aloud, Applejack was already too far away to hear it, and slowly trotted after her. Today was going to be a long boring day...

~~~

Chrysalis was currently sitting at the table eating as much food as she could stuff herself with after having been introduced to the entire Apple family, which took about half an hour.

"Ya talk like yer from Canterlot or another town full of royalty, but ya eat like most of us do here in Ponyville."

Chrysalis glared momentarily at Applejack, the only other pony still at the table. "Just because I'm a mare of class doesn't mean I cannot eat food like a pony of lower tastes when I am hungry enough." She snapped.

Applejack looked at her warily, she would have to watch what she said if she wanted to be Chrystal's friend... "Ah have a friend named Rarity that ah think ya will get along just fine with, would ya like ta go meet her?"

Chrysalis finished off another apple before getting up and walking towards the door. "Sure why not, I don't have anything better to do for the rest of the day, let's go meet this Rarity friend of yours."

"Great!" Applejack smiled and followed Chrysalis out the door.

~~~

"So... What exactly is your friend Rarity like?" Chrysalis asked as soon as they were off of Sweet Apple Acres.

"Rarity is a lot like ya I'm the regard that she's all about bein' a made of class an' all that." Applejack replied, waving at what Chrysalis assumed was one of her friends.

Chrysalis glanced at the yellow Pegasus before returning her attention to Applejack. "What does she do for a living?"

"Rarity's a seamstress, she works and lives at Carousel Boutique."

Chrysalis' mouth hung open in disbelief. "Why would you live at your job? That's just plain weird!"

Applejack rolled her eyes. "Most ponies live at the place where they work, take my friend Twilight for example. She's the town Liberian and she lives in the library."

Chrysalis closed her mouth and sighed. "I will never get you ponies."

Applejack gave her a strange look. "What do ya mean by that? Yer a pony to."

Chrysalis' face flushed red in embarrassment.

'How could you make such a large mistake, these ponies are not your friends, don't you forget that!' The voice Shouted in her head.

"O-of course!" Chrysalis stuttered. "I meant that I'll never understand ponies of the lower class."

Applejack stopped walking and scrutinized her for a few seconds before giving up on whatever she was searching for and resuming leading the path to Carousel Boutique. "So what happened to your mane to make it so short?" she asked.

"Living in the Everfree forest for a month will do that to you." Chrysalis snapped at her, not comfortable with the subject.

Applejack flinched. "Sorry." She murmured.

It took a little while longer, but eventually they arrived at the place where Rarity was supposed to live. Applejack took no time in knocking and soon they were ushered in by the seamstress herself.

"Oh darling what happened to you!" Rarity exclaimed. "We'll need to get this fixed right away, come with me."

Applejack's pupils dilated as Rarity reached out to grab Chrystal. "Wait Rarity! Don't touch her!" But it was too late, Rarity hadn't heard her in time.

Nothing happened.

"Why not dear? She doesn't seem like she wants to hurt me."

Applejack's eye began twitching. "But when Ah touched her she threw me into a tree!"

"I would never hurt such a beautiful mare such as Rarity!" Chrysalis said with a hurt. Chrysalis began walking in circles around Rarity. "I mean just look at her coat, so silky and white, and look at her mane, curled to perfection. Think of all the things I could do to and with her." She whispered sultry in Rarity's ear, causing the aforementioned mare's face to light light up as blood rushed to her face.

"But anyway..." Chrysalis continued taking a few steps away. "I believe you were talking about fixing my appearance?"

Rarity lit up with excitement. "Oh yes! I'm going to make you look absolutely gorgeous by the time I'm done with you!"

"Just try not ta take too long Rarity, she still hasn't met Pinkie so we'll need to get her prepared for that." Applejack said as Rarity led Chrysalis further into the Boutique. Rarity nodded as confirmation that she had indeed heard Applejack.

Arc 1:Chapter 4

"Fluttershy."

"Okay, but just remember Chrystal, she's really shy so try to be nice."

Chrysalis rolled her eyes. "Yes mother." she replied, her voice positively dripping with sarcasm.

Applejack frowned at Chrysalis but didn't reply. Chrystal was beginning to get on her nerves.

~~~

"Hey Applejack, can I ask you a question?" Chrysalis asked Applejack as they walked through Sugercube Corner, which appeared to be quite the busy place for such a small town, or at least that's how it seemed to Chrysalis.

"Ya just did."

Chrysalis gave Applejack a halfhearted glare. "Can I go meet Fluttershy on my own? I'm not very good with meeting new ponies and I'll never learn if you always introduce me."

Applejack didn't reply until they were at the beginning of the trail that led to Fluttershy's house. "Well, Ah guess ya can, Ah need ta get back ta work anyway, but ya better remember ta be nice ta her."

Chrysalis smiled. "I will, don't you worry."

Chrysalis began walking down the path as soon as Applejack was out of sight. If this pony was as shy and kind as Applejack had stated then it would be fun to mess with her.

The sound of birds singing reached her ears as Fluttershy's house came into view. "Shut up birds!" she snapped. The birds stopped singing almost instantly.

"Umm... Hello?"A very quiet voice asked from Chrysalis' right.

Chrysalis turned towards the voice and scrutinized the pony. She was a yellow Pegasus with seagreen eyes and a long light pink mane that she hid her face behind.

"Are you Fluttershy?" She asked.

The Pegasus shuffled her hooves in place nervously before replying in a soft voice. "Yes..."

"You're act exactly as Applejack said you would."

Fluttershy's eyes widened in surprise. "You know Applejack?" she asked.

Chrysalis nodded. "Yeah, she's been taking me to meet all her friends since I'm new in town."

"Hey!" Somepony shouted from behind Chrysalis. "Who are you and what are you doing to Fluttershy?"

Chrysalis slowly turned around, annoyance the emotion most evident on her face, and looked up to find a cyan Pegasus with a rainbow colored mane and tail glaring down at her. 'This must be Rainbow Dash.

"Hey! I'm talking to you!" Rainbow shouted.

Chrysalis chuckled. She's totally a fillyfooler.

"What's so funny!"

"The fact that you think I'm hurting Fluttershy when it's quite obvious that I haven't even touched her." Chrysalis replied.

Rainbow Dash looked at Fluttershy. "Is she telling the truth Shy?"

"Umm... Yes."

"Rainbow Dash frowned but quickly turned it upside down. "Well ok then! I'm Rainbow Dash, but you've probably already heard all about me! I am the fastest flyer in all of Equestria!" Rainbow Dash boasted.

Chrysalis smirked. "So you're saying that you're faster than the Princesses? Because I'm pretty sure that they can beat anypony in a race."

"N-n-no!" Rainbow Dash stuttered before recomposing herself. "Besides them!"

Chrysalis laughed. "You might wanna rethink your introduction, because they can still fly. Anyway, My name's Chrystal, it's nice to meet the both of you. Oh, and uh, Rainbow Dash?"

"Yeah?" Rainbow Dash asked, still flitting around like a hummingbird.

"Is there any particular reason you're so protective of Fluttershy?"

Rainbow Dash's cheeks lit up, she obviously understood what Chrysalis was hinting at. "W-well I-I've known her since Flight school and she's a really good friend."

Chrysalis grinned, tormenting Rainbow Dash sure was fun. "Are you sure that's the only reason?"

Rainbow Dash blushed harder and clamped her mouth shut, she wasn't going to say anything more on the subject, though it was obvious to Chrysalis that she had feelings for Fluttershy, she probably wouldn't act on them for fear of losing their friendship.

"Well if you do ever need help I'm positive that Rarity and I can help you."

"You know Rarity?" Rainbow Dash asked.

"Oh yeah, Applejack has been introducing me to all her friends."

Rainbow Dash flew higher and looked around, presumably trying to find Applejack, slowly desending when she couldn't find her. "Well where is AJ? I don't see her."

"That's because I asked her if I could introduce myself to Fluttershy, I'm not very good at introducing myself to ponies but I'll never get any better if I don't try." Chrysalis explained.

"Oh... That makes sense." Fluttershy said, startling Chrysalis, who had completely forgotten that Fluttershy was right beside her.

"Hey Rainbow! Why don't you show me some of those flying skills that you're so proud of?" Chrysalis said, wanting to get Rainbow away so that she could talk to Fluttershy in private.

"You bet!" Was all Rainbow said before flying higher into the air.

Chrysalis and Fluttershy watched Rainbow Dash preform her tricks quietly for several minutes before Chrysalis broke the silence. "You do realize that Rainbow Dash has a crush on you, right?" She asked.

"Oh yes... But I'm waiting for her to tell me on her own." Fluttershy replied.

Chrysalis frowned, that wasn't what she expected to hear. "She's never going to tell you, she's too afraid that you'll end up hating her forever. If you like her back then you're going to have to take the initiative before she loses interest in you."

Fluttershy thought over this for a minute before replying. "Oh... Then maybe I should ask Rarity for help, she'll know what to do."

Chrysalis smiled but didn't say anything in return.

End of Arc 1:Chapter 5

"So... Where exactly are you and Fluttershy taking me?" Chrysalis asked.

Rainbow Dash had finished showing off her tricks around an hour earlier and Chrysalis had to admit that she was an excellent flyer. Rainbow was now leading Chrysalis somewhere, and Fluttershy just tagged along, probably because she didn't have anything better to do.

"To go see our friend Twilight!" Rainbow Dash exclaimed, lazily flying upside down next to Chrysalis. "She lives in the Ponyville Library and is really super smart, I don't understand what she says half the time."

"The Library?" Chrysalis asked, wondering if, like Rarity and Pinkie Pie, Twilight lived in the same place she worked.

"Yup! It's an oak tree that was hollowed out with magic a long time ago!" Rainbow Dash explained.

'She lives in a tree? I will never understand the ways ponies think.' Chrysalis thought. "Of course she does..."

Rainbow Dash gave Chrysalis a thoughtful look but didn't comment on it and instead decided she wanted to know a bit more about her personal life. "What kind of things do you like to do Chrysatl?" She asked.

"Me?" Chrysalis looked away. What did she enjoy doing? She couldn't remember. She would have to make something up, and fast. "Oh you know, just relaxing in the sun."

Rainbow Dash looked at Chrysalis skeptically. "That's it? Just relaxing in the sun?"

"Yup! It's one of my favorite things to do!"

"You need a life." Rainbow Dash said.

Chrysalis snorted. "I have a life, thank you very much, it just sucks."

"Umm... Rainbow?"

"I don't see how your life sucks." Rainbow Dash replied, completely ignoring Fluttershy.

Chrysalis however, was much more observant than Rainbow Dash, and heard saw Fluttershy's mouth move. "Yes Fluttershy? You had something you wanted to say?"

"Umm... I wanted to tell you guys that we've arrived." She said timidly, pointing at a tree in front of them.

Chrysalis looked up. The library was exactly as Rainbow had described it; an Oak trees that was hollowed out, it even had windows on what appeared to be a second floor. "Impressive." Was all Chrysalis said before opening the door and walking in.

"Oh hello Darling! Twilight's upstairs in her room, she should be down in a little bit to meet you,"

"Rarity?" Chrysalis stepped back into the doorway in surprise. She was definitely not expecting to see Rarity here.

"Yes, and Pinkie Pie and Applejack are here as well... Somewhere." Rarity looked around for her friends, but gave up when she couldn't find them.

Rainbow Dash flipped herself rightside up as she flew through the door. "Hey Egghead! We're all downstairs waiting on you!" She shouted.

"Just a minute!" was the reply from somewhere upstairs.

Chrysalis narrowed her eyes as the voice reached her ears. The voice was incredibly farmilar, and it annoyed her that she couldn't remember where she had heard that voice before.

A few minutes later a purple coated Unicorn whose mane and tail were straightened walked down the stairs. "Oh hi Girls! You said you wanted to introduce me to somepony?"

Chrysalis twisted her head to look behind her when she heard Applejack and Pinkie Pie reply with the others. When had they gotten here?

She turned back around, she would figure it out later, and nearly flinched at the look on the Unicorn's face. "Umm..." She began, this Unicorn was making her nervous. "My name's Chrystal, what's yours?"

"Twilight Sparkle." The Unicorn replied, not taking her eyes off of Chrysalis' head. "Where did you get that thing on your head that's behind your horn?"

Chrysalis rolled her eyes. Of course the librarian would comment on her crown. Lifting a hoof to it she carefully plucked it off her head. "This is my crown, I've had it for as long as I can remember."

The atmosphere in the Library instantly became heavy and tense, one little slip would cause everything to go up in flames.

Chrysalis watched with mild amusement as Twilight Sparkle's face shifted with the many emotions she was feeling.

"Queen Chrysalis..." Twilight hissed.

Chrysalis chuckled. "So you know my actual name, interesting. I never knew I was famous. Tell me Twilight, what exactly did I do?"

Twilght however, was not in the mood to chat with the monster that had attempted to take over Equestria. "I don't know how you managed to heal yourself in two months, but we're not gonna let you take over Equestria!" Twilight quickly levitated the Elements of Harmony out of her saddlebag and gave her friends their respective elements before placing hers on her head.

Chrysalis obviously had no idea what Twilight was talking about, but she decided to play along for the hay of it.

Tossing her cloak off her back after putting her crown back in it's rightful place, she spread her majestic and beautiful butterfly wings. "And what do you think you can possibly do about it? I'm bucking invincable, you can't kill me!" Flapping her wings she flew behind Twilight and her friends, whom were still staring at Chrysalis in shock, and sneered at them. "And I would know if I could die, since I've tried to kill myself."

"WHAT?!" The mane six froze in place. While they hated Chrysalis, they would never wish death upon her.

Chrysalis rolled her eyes. "What? Is it so hard to believe that I would want to die? What was previously my species has been extinct for two months, what more do I have to live for? That's right, nothing... So come on Twilight, do whatever it is you were about to do, let's see if you can manage to seperate this tormented soul from it's body."

Twilight was confused, why had she said the Changelings were extinct when she was standing right in front of them? It didn't make any sense.

"Do it!" Chrysalis shouted at her. "I'm tired of life, so just BUCKING KILL ME!"

Twilight had made a lot of bad choices in her life, and she wasn't about to make another one. "No." She calmly replied as she began preparing her magic

Chrysalis let out a loud screech, her eyes were begining to cloud over with rage. "WHAT DO YOU MEAN NO?!"

Twilight closed her eyes. "I'm not going to try and kill you."

Chrysalis screamed and charged at Twilight, the mental barriers she had put up in her mind to prevent her insanity from taking over were all but gone.

Right before Chrysalis reached the mane six a bright light sprouted from Twilight's horn and all of them were teleported to Canterlot.

Arc 2: Chapter 6

Chrysalis slammed into a wall as they finished teleporting, her horn getting stuck, and she groaned in pain. She never had been very lucky, but this was just bucking rediculous!

She heard hoofsteps behind her, and she desperately tried in vain to free her horn.

Something hard hit the back of her head, and in the moments before her body fell limp she reflected on how much she knew about herself.

~~~

"Wake up Chrysalis."

The voice was very soothing, and it made her want to just hug whoever's voice it was.

"It's time for you to get up Chrysalis, we have a lot of things to talk about."

Chrysalis reached a forehoof out, reaching for the source of the soothing voice, and smiled when it brushed up against something soft and furry.

She shifted, bringing her other forehoof to the furry thing, wrapping her legs around it, and pulled it down onto the bed with her. She nuzzled into the furry thing, ignoring the stifled gasps from somewhere in the room.

"Mmm..." She murmured "So soft..."

Chrysalis felt the object in her grasp tense, and she realized it wasn't an object at all, but a pony. Her eyes flung themselves open, meeting the bemused face of Princess Celestia.

"EEK!" She screamed, scuttling as far away from Celestia as possible. She fell of the bed she had been placed in while she was unconcious, quickly scooting backwards until her back thudded into a corner. She brought her hooves over her head and shut her eyes as tightly as possible, mentally preparing herself for whatever kind of torture she would be subjected to. The insane part of Chrysalis was gone for the moment, locked away within the depths of her mind, and she was once again acting on instinct.

"Why is she cowering? Does she really think we're going to hurt her?" Chrysalis heard what sounded like Twilight's voice ask, and she cracked her eyes open, just enough to see what was going on in the room.

Twilight was sitting on the floor at the foot of the bed, while Celestia had gotten up and was walking towards her, she quickly shut her eyes again.

"You have to remember Twilight, Chrysalis here is the leader of what were once the Flutterponies, mutated by Discord and forced to fight and feed on Love just to survive, it's only natural that she would be afraid of us when she has nothing to defend herself with." Celestia replied.

"Oh..."

Chrysalis had heard enough, they were trying to lull her into a false sense of security before they had their fun breaking her, she wouldn't let that happen. She began preparing to teleport somewhere they would never find her, but just as she was ready to fire the spell, the magic in her horn disapated.

She opened her eyes once again and slowly looked up at her horn, and what she saw horrified her. There, clasped around her horn, was a Magic supressing ring, she felt violated.

Chrysalis gaze traveled to the alabaster Alicorn and the Element of Magic, who were staring back at her. She was trapped in a castle she didn't know the layout of that was full of hostiles, and her magic was disabled.

Chrysalis' expression slowly changed, her eyes widening as a manic gleam formed within them, and her mouth twisting into a grin like sneer. "Oh this is rich."

Celestia glanced over at Twilight, who hadn't taken her eyes off Chrysalis. "What is?" She asked.

Chrysalis face shifted into a glare. "That you think that I'll fall for your little trick." She hissed. "The moment I get comfortable you'll try to break me."

"Oh dear, it's worse then I previously thought..." Celestia muttered under her breath, just quiet enough that Chrysalis couldn't hear her.

Twilight let her eyes fall away from Chrysalis. She looked at her mentor, an obvious question in her eyes.

"Chrysalis... You're already broken, we're trying to help fix you so you can get back on your hooves."

Chrysalis wished she could believe Celestia, she really did. She wished everything could be perfect and she could live happily ever after, but she couldn't, life didn't work like that. She wouldn't allow herself to fall into oblivion again, she would rather die then face the horrors that plagued her mind again. Memories of broken bleeding bodies surrounding her rose to the surface of Chrysalis' mind, and she felt tears glide down her cheeks, falling onto the ground with a wet plop.

Soft, yet sturdy white wings swept Chrysalis into Celestia's embrace, and she began to slowly calm down from her emotional high. Chrysalis relaxed in Celestia's grip, allowing the Alicorn princess to treat her like a child.

Twilight had long since left by the time Celestia felt that Chrysalis was calm enough to be released, and Chrysalis found comfort in that. The knowledge that Celestia knew she didn't want Twilight in the room, and that she would get Twilight to leave, made Chrysalis feel much better, but she didn't didn't trust her.

Celestia left when somepony knocked on the door, allowing Chrysalis to finally get the rest she deserved.

Arc 2:Chapter 7

"Yes Twilight? Are you in need of anything?" Celestia asked after leaving the room she had given to Chrysalis, her eyes were dulled with the disease of sadness, which was quick to infect her protege.

It was their fault that Chrysalis was in the condition she was in, and that made them feel terrible, but that wasn't the worst part. They hadn't seen a lick of any changlings since the attack on Canterlot several months ago, and with this new development of Chrysalis appearing, they were worried that she might be the only one left.

"Why didn't Chrysalis change back into her orignal form when my friends and I confronted her in the Library?" Twilight asked, staring at the ground. "She had no reason to stay in this form she copied once her cover was blown, and where did she copy that form from anyway? There's no records in any of the books I've read of another Alicorn."

Celestial froze, her mouth pulling down into a frown as she mulled over Twilight's questions in her head. She had no idea how to answer any of the questions, she was just as clueless in this matter as her student was. "I'm not sure Twilight, I guess we'll just have to ask her when she's in a better frame of mind."

Her student nodded dumbly, and did an about face, most likely heading towards her chambers to try and find an answer.

"Ow!"

Celestia watched with mild amusement as her student bumped into Trixie Lulamoon, whom her sister had taken as a student, and caused the sky blue Unicorn with her star covered hat and cloak to fall over. Trixie cried out in pain, her head knocking against the polished marble floor with a dull thud, leaving a ringing sound in her ears.

Twilight helped Trixie back on to her hooves, and whispered sweet nothings into her ear so her lover would calm down.

While it was not the result Celestia expected when she told Twilight to help Trixie, she was in no way disapointed. She felt a sense of pride rise up within her chest whenever she saw Twilight comforting Trixie, who was still on the long road to recovery from the mental and physcsl scarring from whatever had happened to her in the months between the Alicorn Amulet incident, and her reappearence in Ponyville that fatefull day so many weeks ago.

"Here is Twilight Sparkle, now don't forget to keep up with your studies. We will know if you don't."

Celestia looked up at the emotionless voice of her younger sister, who was walking away. Luna had been very stoic these past few weeks since she took Trixie as her personal student, and Celestia was beginning to worry that there was something wrong with her.

"I'm going to go back to my room with Trixie." Twilight said, dragging Celestia's attention back to her.

Celestia nodded in understanding, waiting until they were both out of sight before looking back at the door to Chrysalis's room. She had something important to do anyway.

Celestia opened the door slowly, wary as to what Chrysalis's emotional state was currently like, and was pleasently surprised to find that the Changling hadn't moved an inch since she had left the room to see what Twilight wanted.

"Sorry about that, Twilight wanted to ask me something."

Chrysalis grunted as a confirmation that she had heard, but made no futher comment, content to do nothing but stare down at her hooves in thought.

"Would you like me to get you anything?" Celestia asked, trotting over to the foot of the bed.

"..."

Celestia sighed quietly. She knew that Chrysalis had hated her ever since she had refusen to give the Changling Queen aid in her time of need 300 years after she banished Nightmare Moon, and the attack in Canterlot almost certainly deepened the hatred for her, but Celestia would never have suspected that Chrysalis would give her the silent treatment.

"You know that you can't ignore me forever don't you? Eventually you're going to have to feed, and ponies are the only ones that can feed you the love you so desperately desire."

Chrysalis began shaking, not making a sound, as if she was crying silently.

"Are you okay?"

Celestia reared back as Chrysalis threw her head back, her eyes closing, and erupted into laughter, her chest rising and falling in time with the brief lapse of sound as she inhaled.

Celestia waited until Chrysalis was done before asking the obvious question. "What's so funny?"

Chrysalis reopened her eyes, the yellow green orbs gazed with such an intensity that Celestia felt the need to back away slowly.

"Why would I need to feed on love Princess? Why would I need to do that when they're all dead?" Chrysalis spoke slowly, her abnormally long tongue weaving its way around her mouth like a professional dancer.

Celestia had heard what Chrysalis said, but her her mind was focused on Chrysalis's mouth to reply with any coherency.

"I'm flattered that you're staring at me like that, I really am, but stop it. It's weird."

The words snapped Celestia out of her daze, and she felt heat flood her cheeks as she blushed in embaressment and struggled to think of a response. When she couldn't think of one she gave up and asked Chrysalis the question she had on her mind. "What did you mean when you asked why you would need to feed on love? You're the Queen of the Changlings, and Changlings feed on love."

Chrysalis groaned in exasperation. "Do I bucking look like a Changling to you?"

It was then that Celestia's mind made the right connections, and her eyes widened as she realized what exactly had happened to Chrysalis.

Arc 2:Chapter 8

Celestia took deep breaths and counted backwards from ten in order to calm herself down. She had ruled alone for a thousand years, she could handle this without freaking out.

"What's got your tail in a knot?" Chrysalis remarked snidely, her mouth briefly morphing into a smirk.

"You're an Alicorn." Celestia said, clearly wishing she could deny it.

"So that's what I am... I've always wondered, but that stupid voice was too cheap to tell me."

That peaked Celestia's intrest. If Chrysalis was hearing voices then she needed help immediatly. Celestia didn't want another incident like Nightmare Moon to happen again. "Voices?" She asked, intent on getting more information.

"Yeah, ever since I woke up in that dumb forest there's been a voice telling me what to do in my head."

"When was this?" Celestia asked, cursing inwardly when Chrysalis grew suspicious as to why she was curious.

"Why does it matter to you?" Chrysalis snapped, giving her the stink eye. "It's my mind, not yours."

Celestia knew she was on the verge of

losing the chance to find out what exactly was wrong with Chrysalis, not including the obvious transformation into an Alicorn, and that she would have to say exactly what Chrysalis wanted to hear. The difficult part was figuring out what exactly that was.

Celestia couldn't simply say she wanted to help, Chrysalis would calm up again if she were to say something like that. No, she would have to lie. She opened her mouth, but was rudely interupted by the sound of Chrysalis giggling before she could get a word out.

"Oh that's hilarious! You really think you could make a lie that I would actually believe?"

Celestia made to deny what she was saying, but Chrysalis's glare forced her to rethink her decesion, and she closed her mouth instead.

"I'm not stupid, I know you only want to know because you, and I quote, want to help me." Chrysalis shifted her gaze to the right and sighed. "But I guess that I can humor you just thus once since you're so persistant. But this is the only chance you're getting, so you better make the most of it."

Celestia listened closely, absorbing every minute detail as Chrysalis told her all about what had happened since she had woken up in the forest so long ago. Celestia struggled not to recoil in disgust when Chrysalis spoke of how she had burned alive, disembowled, and thrown into a swamp, left for dead in the middle of nowhere by the residents of a small village to the far south when they had seen her wings, among other horrors that hadn't been seen or heard of since the time of Discord's rule.

Celestia was begining to act emotional, tearing up as the story neared an end. When Chrysalis finally stopped talking Celestia threw herself onto the bed, wrapping her wings around the mentally unstable Alicorn. "Oh you poor thing! I'll make everything better, don't you worry." Celestia cried, her motherly side kicking in.

While Chrysalis was initially annoyed, and this was made evident by the way her body tensed and the glare that was directed at Celestia. She was eventually forced to admit that laying in Celestia's embrace was quite comfortable, it made her feel safe, and she relaxed, allowing the princess of the day to sing soothingly to her until she succumbed to mental exhaustion and fell asleep.

~~~

"I say we kick her outta Equestria, she deserves it."

Celestia bit down on her tongue to avoid lashing out against Rainbow Dash. Would her ponies never learn? Were they unable to look past their hatred and help those in need?

Celestia opened her eyes, leaving them narrowed to let Rainbow Dash know that she was disapointed in her. "You know I cannot allow that to happen. Yes she attacked Equestria, but only to save her subjects from dying of starvation, subjects who are mostly likely dead, adding the Changelings to the extinction list."

The mane six started to speak up in protest, but she silenced them by raising a hoof.

"Chrysalis is no longer a Changeling, the Elements of Harmony turned her into Alicorn and wiped her memories, she is for intents and purposes inocent of what her past self did.

"Now I will not punish you for protecting Equestria, but I want you all to think about what you can do to make it up to her. She has suffered enough already and it is our duty to help her before we are forced to reveal her to the public."

Stepping down from the throne Celestia walked past the mane six, making it clear that the discussion was over.

Celestia found her hooves taking towards her sister's part of the castle. She barged in when she arrived, not caring if Luna was busy. Celestia needed Luna's wise advice right now, and she was going to get it.

"Luna!" she shouted as she closed the door behind her.

"We can hear thou just fine, thou doesn't need to shout. What is it thy needs so badly?" Luna looked up from the abacus she loved so much, unconciously slipping back into the old way of speaking.

Celestia fought the need to smile, everyone had their comfort item, Luna's was her abacus, and instead hopped up onto her sister's black and blue bed. Celestia quickly explained what was bothering her, Luna listening attentively the entire time.

"Thou needs to relax Tia, it is only natural for the ponies to harbor some resentment towards Chrysalis, she did invade Canterlot after all, but they will get over it in due time, thou just needs to be patient is all."

Celestia thanked her sister and left her to her abacus, eager to go check up on how Chrysalis was doing...

End of Arc 2:Chapter 9

~Several weeks later~

"How are you doing today?" Celestia asked Chrysalis, who was in the midst of brushing her mane.

Chrysalis placed the brush down onto the dresser and examined herself in the mirror to make sure her mane was exactly the way she wanted it. "I would be doing fine if I had something to do, I'm bored to death and you won't let me leave this room."

Now Celestia had known for a while that Chrysalis was getting restless, the almost total absence of any stimulous besides Celestia's daily vists to blame, and Celestia felt awful that she had to keep Chrysalis locked up in here, but Equestria simply wasn't ready for Chrysalis's return.

"I could get you some books to read if you'd like." Celestia suggested quietly.

Chrysalis swiveled around, her mane whipping about her face, and fixed Celestia with a glare. "Oh yes, because a book will totally cure my boredom!" She spat sarcastically.

Celestia winced. Chrysalis was angrier than she previously thought, she would have to find something for Chrysalis to do lest she lose the trust that she'd been building between them.

"I'll think of something, but for the moment, how about we fix that mane of yours?" Celestia replied, trotting forwards, she picked the brush up with her magic and turned Chrysalis back around so she could brush her mane back to the way it was before Celestia angered her.

It took around a half an hour of brushing her hair and grooming her coat before Chrysalis had calmed down enough to talk normally, but it was well worth it in Celestia's eyes.

Chrysalis's mental stability had increased dramatically since she had first arrived in Canterlot; It no longer took two to three hours to calm her down from an emotional high, but she was still prone to lashing out at anypony that said the wrong thing.

"You won't be able to treat me like this forever you know. It's a welcome change, but it could lead to certain things I'd rather not think about at this moment in the near future."

Celestia blushed at the implication. There had been some sexual tension between them for a while, sure, but she never expected Chrysalis to just go right out and say she was getting attatched to her.

Not that Celestia was against the idea of a relationship between them. In fact, she felt positivly giddy that Chrysalis implied she had a crush on her, but it was still awkward for the princess of the day since she had never dated anypony before.

Chrysalis was a gem, one that Celestia could not help but admire. The way her mane fell around her face, the way her eyes lit up when she was happy, that cute pout of hers, and especially those nice curves, it all made her that much more irresistable in Celestia's eyes.

A quiet moan snapped Celestia from her thoughts, and she snapped her hooves, which were busy giving Chrysalis a massage, to the floor. "I-I d-didn't mean to do that!" Celestia stammered, backing up in fear of how Chrysalis would react.

"Why'd you stop?" Chrysalis whined, her delicate wings flicking out to her sides.

Celestia stopped backing up in confusion. "What?" She asked as Chrysalis slowly turned around.

Chrysalis took a step forward, half lidded eyes staring at Celestia with a sultry glint.

"I wouldn't mind if you wanted to do that again, it felt fantastic." Chrysalis drug her tongue along her fangs and mouth as she spoke, a predatory glint in her eyes.

Celestia could feel her heartbeat speed up dramatically, she leaned backwards as Chrysalis trotted over, and pressed her mouth to Celestia's ear, the warmth of her her breath causing Celestia to shiver.

"In fact, I would prefer if you did that and more."

Chrysalis lifted Celestia onto the bed with her magic, and Celestia could do nothing but lay there, helpless against the enchating mare staring down at her.

Chrysalis mashed her lips against Celestia's without warning, forcing her mouth open, she plunged her tongue inside, the muscles meeting in an exotic dance of passion.

Celestia's hooves reached around Chrysalis's neck, pulling her deeper into the kiss.

Celestia struggled to hold the kiss when Chrysalis pulled back abruptly to catch her breath.

Leaning forwards, Chrysalis began trailing her lips down Celestia's neck and chest, leaving small kisses in some spots, and nipping others with her fangs.

When she finally arrived at her destination several agonizingly long minutes later, she pressed her snout against Celestia's marehood, she took a deep breath, her mouth watering at the smell of the alabaster Alicorn's arousal.

"You smell really good." She murmured, teasing Celestia with every exhale.

Groaning in frustration, Celestia pressed her hooves against Chrysalis's head, her body quivering in anticipation.

Taking the hint Chrysalis flicked her tongue out, dragging it along the outside of Celestia's sex, elicting a quiet gasp from the princess, who was busy toying with Chrysalis's mane.

Chrysalis grinned, and began licking faster, lapping up the Celestia's sweet liquids eagerly.

"Ooooooohhhh..."

The hooves moved back down to the sides of her head, a silent plea for more, and one which Chrysalis was all to happy to oblige.

Sliding her tongue deep into Celestia's hot caverns, Chrysalis rapidly pumped the muscle in and out, gleefully drinking the liquids that poured from Celestia's marehood. She slowly slipped a hoof down inbetween we legs, pleasuring herself as she tended to Celestia's marehood.

Celestia let out a blissful moan, she really should have done this long ago, but she didn't, she wanted to stay as pure as possible for her subjects. So much for that.

Chrysalis removed most of her serpentine tongue and wrapped it around her clit the tip still pumping in and out of her sex.

The part around Celestia's clit constricted, and her mind went numb with pleasure.

She was in a euphoric trance, her hooves pressed Chrysalis to her marehood as hard as they could, which would hurt Chrysalis under normal circumstances, but she was too busy gorging herself on the fluids of her lover to feel any pain.

Chrysalis could feel Celestia twitching beneath her, and she knew Celestia was getting close. She let some of her tongue glide back into Celestia, quickly replacing the part around her clit with more of her abnormally long tongue.

"Chrysalis!" Celestia screamed as her orgasm ripped through her body, thank the sun there was a soundproof barrier in her room.

Chrysalis removed her tongue from Celestia and proceeded to clean her before crawling forward and cuddling up to her lover. Celestia could pleasure her in the morning.

Arc 1:Chapter 3

It was around an hour and a half later that Chrysalis and Rarity came out from the back room, needless to say, Applejack was not pleased.

"What the hay took ya so long?" Applejack grumbled. "Ah thought Ah told ya ta not take forever."

"Oh, we just decided to have a little fun..." Chrysalis said, deciding to tease Rarity, who blushed at the implication.

"Chrystal, darling, I need to talk to Applejack about something personal, why don't you go and wait outside until we're done?"

Chrysalis gave Rarity a quizzical look but didn't argue and walked out the door.

"So-" Applejack turned towards Rarity. "-what exactly did ya want to talk about?"

"Well..." Rarity shuffled her hooves nervously. "I think something tragic happened to Chrystal."

"An' why do ya think that?" Applejack asked. "She seems fine ta me."

"When I was measuring her she wouldn't let me get my hooves anywhere near her back, and she wouldn't take that horrible cloak off ether, I think something happened to her back that she doesn't want anypony to see."

"Well it's not like we can just ask her about it, if something really did happen ta her she'll tell us when she feels ready." Applejack replied.

~~~With Chrysalis~~~

Chrysalis had been basking in the serenity of the sunlight, feeling quite content, but we all know that everything eventually comes to an end. For Chrysalis, it came in the form of a hyperactive physics-defying pink earthpony.

Chrysalis watched, annoyance evident on her face, as the pink earthpony sang a song while dancing around a cart of some kind. She was about to get up and walk away when the pony did something to the cart and a door opened, launching a baby alligator directly into her face, she was not amused...

Lifting a forehoof she slowly peeled the baby alligator off of her face and threw it back at the pink earthpony, who simply let it latch on to her mane.

"Ahh..... I messed it up again..." The pink earthpony looked sad, but quickly perked up again and shoved the cart into some nearby bushes before turning back towards Chrysalis. "Hi! My name's Pinkie Pie but all my friends call me Pinkie! What's your name?" Pinke looked at Chrysalis expectantly.

Chrysalis groaned in exasperation. "My name's Chrystal, now please go away and let me die in peace."

Pinkie jumped straight up into the air and let out a gasp of unmatched proportions. "You're dying? I know! I'll go get Fluttershy, she'll be able to help you!"

Chrysalis smacked a hoof to her face and slowly dragged it down. This pony was SO annoying! "It was a figure of speech, I'm not actually dying, you're just annoying me."

Pinkie dropped back down to the ground in an instant, her face the very picture of shame. "Oh... I'm sorry, is there anything I can do to make it up to you?" She looked at Chrysalis pleadingly.

Chrysalis frowned. What was wrong with this pony? Why was she trying so hard to be friends with her? "Yeah, you can go tell Applejack and Rarity to hurry the buck up with whatever they're talking about."

"Okay!" Pinkie said, her face morphing back into a smile. "I'll go get on it right away!" Pinkie proceeded to take out what appeared to be a military hat with tubes that led to two cans of soda on the top of it before dashing inside Carousel Boutique. What this hat could possibly be used for Chrysalis didn't know, but she did know that it looked absolutely ridiculous.

"Hey Rarity! Hey Applejack!" Pinkie shouted loud enough that Chrysalis could hear her from outside. "My new friend Chrystal told me to tell you to hurry up with whatever you're talking about!"

"We're not friends." Chrysalis muttered to herself.

It was less then a minute later that Pinkie trotted back outside, shortly followed by Applejack.

"So..." Applejack said. "Ah see that ya've already met Pinkie, mind telling me how it went?"

Chrysalis rolled her eyes and snorted. "She danced around a cart while singing some song, then she flung a baby alligator in my face.

Applejack sighed and gave Pinkie a reprimanding look. "Pinkie, how many times have Ah told ya to be more careful when using that welcome cart of yours? If something more dangerous than Gummy had been in there then Chrystal here could have been seriously injuried."

"Yeah right." Chrysalis muttered under her breath. Applejack heard her, but decided not to comment on it.

Pinkie looked at the ground. "Sorry AJ, I was just trying to be friendly."

Applejack sighed. "Ah know ya were Sugercube, but just try to be more careful to check what's in that cart a yer's before you use it, okay?"

"Ok!" Pinkie smiled at AJ and Chrysalis before running off to do who knows what.

"So..." Chrysalis began once Pinkie was out of sight. "What are we going to do next?"

"Well Ah figured Ah would introduce ya ta the rest of my friends."

Chrysalis' mouth twitched, threatening to morph into a frown, luckily this went unnoticed by Applejack. "Who's next?"

Applejack gazed at the ground thoughtfully. "Well Ah suppose that Rainbow Dash or Fluttershy would be the best choice, we'll leave Twilight for last."

"What are they like?" Chrysalis asked.

Applejack smiled, happy to see that Chrystal was finally taking an interest in her friends. "As you can guess by her name Fluttershy's really shy, but she's also really kind. She lives on the outskirts of Ponyville near the edge of the Everfree forest and she takes care of any animal that's in need. Rainbow Dash on the other hand loves to do nothing but fly and nap all day, though she does read a Daring Do book every once in a while."

Chrysalis thought about what Applejack said carefully before replying. "I pick..."