The Locust Hive: Viva Las Pegasus

by Petro Beherha

Rating: teen
Tags: Other, Adventure, Changelings, Original Character, My Little Pony: Friendship is Magic
Length: 10948

After a tiresome journey across the desert, Queen Erranda and her starving Locust Hive changelings arrive at the city of Las Pegasus and plan to raid it for its food. But little do they know that they are not the only changelings there.

--- Temporary cover picture will be replaced when final product is finished. ---

The Locust Hive

Viva Las Pegasus

After a tiresome trek through the San Palomino desert, Queen Erranda and the Locust Hive changelings find the sleepless gambling city of Las Pegasus. Hungry, thirsty, and sore from the journey, they eagerly approach the pony city and hide underneath its sewers, where they plan on a feeding raid away from prying eyes and ears.

But they soon enter the territory of the Miasma hive led by the vain and ill-tempered Queen Miasma, who seeks to kick the Locusts out of her "vacation spot." Will the Locusts get all the food they need to live another day, or will they face the wrath of one of the largest changeling hives in Equestria?

In fact, do they need to raid the city at all?

Note: This work of fiction is rated Teen for some violent scenes and occasional swearing.

Queen Miasma and Miasma hive created and claimed by Carnifex from tumblr and DeviantArt (as Siansaar), used with written permission.

Published 2014-06-26 01:40:05 UTC
Last updated 2015-08-01 07:22:29 UTC

Prologue

The San Palomino Desert; a land of extremes. There the days parched the earth, the nights were as cold as winter, and water was as rare and precious as gold. A blazing sun struck the cracked brown dirt with hot intense sunlight, and the only plant life found were a few shrubs and patches of prickly cacti. Mirages covered the horizon like a vast, illusory sea to fool parched, desperate travelers.

A large flock of crows flew across the sky as if in pursuit for some promised land. The unlikely flock was so huge that it looked like some dark cloud that could have blotted out the sun - easily over a hundred strong. Their beaks hanged open to pant in a vain attempt to keep themselves cool.

For several hours, they drove themselves across the desert until something finally rose in the horizon. It was a collection of tall, rectangular structures lined with many colorful lights, which danced and flashed to show its aliveness. Finally a signature signpost stood in the front of the city in bold red print, but it was too far away to make it out right now.

The flock immediately settled on the cracked dirt, and then suddenly bright orange flashes consumed the crows one by one, revealing them to be none other than the Locust Hive changelings.

The Locusts were a tiny, nomadic hive of changelings whose numbers rarely passed two hundred, compared to several thousand or even tens of thousands of other ones. As its name would suggest, once every few weeks the Locust Hive flew across the land to find suitable environments to settle, feed on, and then move on once satisfied. Unlike most changeling hives, the Locusts have material food as a substitute for love, although the latter can still be devoured when necessary. They were distinguishable by their characteristic orange color scheme, oval-shaped wings (usually, this can change when trying to adapt to certain environments), and pair of antennae. Being nomads, they can quickly adapt to any new climate they enter, usually within about three to five days. But of course, nopony said it was comfortable.

Their queen, Erranda, stood in front of her swarm, and contemplated as she stared at the distant city. Apart from her drones, her orange coloring was accompanied by more red-orange gradients. Her unkempt mane began as a widow's peak that arched up at either side of her forehead, and then reached down to her shoulders, while a few thin strands hung in front of her face. Her horn was straight, but the tip was formed so it resembled an axe-like protrusion, so any goring from her would've been fatal.

She and her hive traveled in this wretched environment for more than two days, and they had not had a feeding for weeks. The last place they visited was a large forest inhabited by timberwolves, chupacabras, vampiric jackalopes, and carnivorous plants. Being too dangerous to stay any longer, they escaped to a desert, and they traveled. But obviously it wasn't any better, for, although there were not so many dangerous creatures, there was hardly any water to drink, and the only food sources were either critters that were too few, too small, and too hard to catch, or plants that were too prickly to be eaten. Although they slowly adapted their bodies to conserve more water and lose body heat more quickly, it would take another two or three days for it to be complete. They can also survive for three weeks without food before they starve, but their last feeding was two weeks ago.

The Locusts were hungry, thirsty, weary, and lost, and the queen wasn't any better either. They would not have survived a few more days without resorting to cannibalism.

But now they found hope in this new environment that is civilization. Queen Erranda herself had never seen a real pony city before, but in her youth she heard tales about them from her mother, which have been passed down from generation to generation to record the hive's past experiences. With this golden opportunity to not only perform their next feeding, but also to explore a new environment and see what it has to offer, Queen Erranda decided to seize it.

She finally spoke. "It seems that luck is on our side today, everypony," she slowly turned around to the drones behind her. "For before us is what could only be our salvation from this desert, a city of the ponies filled with much food for us to devour. We shall start our new raid very soon."

The changelings cheered and buzzed excitedly, but their voices were hoarse from their thirst.

Queen Erranda dropped her smile. "Unfortunately we are too weak to perform one, and we do not know what benefits or threats exist within its walls. We will need to examine this area first, so we will need our most able-bodied scouts to do so."

"But shouldn't we eat first?" A drone raised his holed hoof, "we've been living off of shrubs the whole time."

"Yeah," another agreed.

"I was getting to that part," she told him. "Considering our wretched condition, we will need to search for sources of water and food first. Once we are satisfied, we will move on to discovering their society and military defense. Now," she scanned the crowd. "Who is still strong enough to go scouting?"

The queen scanned the crowd over the health of her changelings, and immediately saw two promising candidates.

"Scratt, Chitin," she called.

"Yeah?" The former, a drone, looked hopefully up to her while the latter, a more developed changeling, knelt down and asked quietly. "Yes, mother?"

"I'll need the two of you to fly toward that city and search for any source of food or drink nearby," she briefed. "But you must disguise yourselves while there, we don't want to get caught. And come back quickly, the longer you linger, the hungrier we get, the closer we get to eating each others' flesh. Understood?"

"Uh huh!" Scratt nodded eagerly.

"Yes, mother." Chitin answered.

"Good," Erranda returned her gaze to the city, whose outskirts should be only about five miles away. "Now get moving, you two. We'll be waiting for you."

The two changelings nodded, and they pumped their wings and hovered above the ground. They flew forward and made their way towards the city.

Scratt was a typical, low-ranking drone at age two (drones have an average lifespan of six) who was not known for being bright, being a sort of "clown" of the group. But in spite of - or perhaps because of - his low rank, he had a strong desire to contribute to the swarm and earn the respect of his peers. He chose to do this by volunteering in scouting missions whenever the hive encounters a new area, but he sometimes puts himself or his scouting party in danger as a result of him either being distracted by something or by missing important details.

On the other hoof, Chitin resembled a much more developed form of changeling, complete with a droopy orange mane and eyes with distinct irises and pupils. As a matter of fact, he was what was known as a "prince" of changelings, which was a result of a rare occurrence of a changeling queen laying a "queen" egg containing a male embryo. These "male eggs" were usually thrown out to make way for a female. But Queen Erranda decided to keep his egg and raise him. He eventually became an expert leader of any scouting party he was assigned to because of his charisma and attention to detail.

As the two changelings reached closer to the city, they were able to read the sign as saying "Welcome to Fabulous Las Pegasus - Neighvada". But then Scratt noticed something peculiar behind the buildings.

"Hey Chi!" he called over. He squinted his eyes as he raised a hoof over his eyes to shield himself against the blinding sunlight.

"What is it, Scratt?" Chitin inquired to his wingpony.

"Is that still the mirage or does it really look like...?"

"Let me check, we need to make sure it's not another mirage." Chitin checked over at the would-be mirage past the city. He noted during the trip that mirages always receded when one travels toward them, unlike true bodies of water. This one, though, seemed a little different.

"Let's check it out," Chitin concluded. "If it's moving away from us, then it's a mirage, and we're heading to the city."

"Roger that!" Scratt replied.

They went around the city borders within about a mile away to avoid drawing the ponies' attention. By the time they got there, they found out that...

Lo and behold, it was not a mirage after all. Las Pegasus was situated next to a vast deep blue ocean. It was met by a beach that was completely empty of pony activity, although some garbage cluttered about it. The changelings could feel the cool moist air revitalize their tired bodies, like a gift from Elysium for travelers lost in the desert.

Scratt's jaw hung to the ground and eyes widened in disbelief at what he and Chitin were seeing. "Well," Chitin grinned smugly. "At least know where the water is," he turned back to his companion. "Now we need to find a food source."

But he only saw the drone entranced at the ocean in front of him, with the jaw hanged open and eyes widened into the size of dinner plates.

"Uhh... Scratt?" Chitin moved closer to him, "are you listening?"

"Oh... My... Gosh!!" At the last word, Chitin flinched as Scratt splayed his forelegs open, and gave the widest and most ecstatic grin he could muster. "Look at all this water, we're saved! Let's go!"

Scratt charged forward with lightning speed toward the ocean as he celebrated in reverence, and then dived headfirst into the foaming waves.

Chitin reached out a hoof to stop him. "Scratt, wait! That's-"

But then Scratt came back viciously spitting and scraping his tongue to get the bad taste out of his mouth.

"...seawater."

"Yeah," Scratt still spat in disgust. "Tell me about it."

"Like I said," Chitin continued. "We need to find a more suitable source. Ocean water isn't gonna do us any good."

Scratt paused for a moment before he glanced at something, and then pointed with his hoof. "How about there?"

He looked to where Scratt pointed to, and they saw in the distance a dense population little figures that could've been ponies. Some of them lay underneath colorful umbrellas and benches, while others - especially the children - hung out and played at the water's edge, and a few even set up nets and grounds for volleyball games.

What separated the ponies from the two scouts was a spacious metal drainage pipe of about seven or eight feet wide, and had a constant stream of water emptying into the beach, which made a miniature delta that divided it. What was interesting was that none of the ponies up ahead wanted to hang out near there. Chitin traced the pipe to the city, and he speculated that it could be a passage underneath it, making it a good potential place where the hive can scout the city from and plot out the feeding raid.

"Hmm," Chitin contemplated. "I don't know if there's any we can eat or drink in there, but let's investigate. Maybe we'll find something useful about this place."

"Well I figured that there might be something over there, ya know?"

When they flew into the sewer, they saw that it was very dark with the only source of light being little holes from the storm drains, which lined across a long, tubular hallway. The water ran along a canal with raised cement sidewalks on either side, stairways that lead to lower levels, and finally ladders that head up to the streets above. This place clearly looked like something that could be maintained by pony workers, so it was better to enter in a disguise.

Chitin looked over the small stream of water to determine if it was drinkable, and saw that it was definitely clearer than the seawater. It didn't look like enough to feed the whole hive, but if it was flowing from a source, perhaps this could work. And even if there was no food inside the sewer itself, it still could be used to hide and plan if they kept their disguises, perhaps even heading to the lower levels to further avoid detection.

Scatt apologized, "I'm sorry if there's not a whole lot in here, Chitin."

"I know," Chitin reassured. "But we can use this place as our base of operations from which we can scout the city. And with the ocean outside, we could always turn into seagulls and go fishing."

"Yeah," Scratt agreed. "We could do that."

Not wanting to be gone for too long, Chitin and Scratt came back out of the sewer and into the littered beach, and found a few fronds of seaweed tangled among the garbage.

"Now c'mon," Chitin picked up a strand of seaweed from the ground. "We must report back to the queen, we'll take the seaweed as proof about the ocean. I feel that our salvation is just ahead of us."

"Got it," Scratt held his own strand of seaweed in his mouth.

And with that, the two changelings turned to their backs and flew back in the direction of the main hive, but they were not aware of a small, shadowy figure with solid purple eyes watching them from inside the sewer pipe.

Act 1 - Not Alone

When Chitin and Scratt returned to Queen Erranda, they informed her of their findings, including the ocean (with the seaweed as proof), and the metal sewer they wanted to use for a hideout. When she asked about the food source, Chitin reasoned that they could fish and hopefully fill everypony's stomachs for a while. Erranda decided to head to the beach the two scouts went to, and the hive disguised itself as a flock of seagulls before flying over so that the ponies in the city won't be alarmed.

When they arrived at the beach, they were thankful that the desert was not endless. They skimmed the waters for fishing spots to catch at least a few fish, though some decided to hunt for something edible among the garbage, or hunt for crabs. It may not be enough to fill the bellies of every single drone, but hopefully it should still be enough to get through the day.

After everypony had their fill, they flocked across the littered beach and approached the sewer pipe Chitin and Scratt found.

So, Erranda began, speaking telepathically from the seagull form. Is this the hideout you're proposing?

Yes, my queen. Chitin nodded, Though it may be maintained by the ponies, so we will need to find a spot in the lower areas so they do not find us.

Then how are we gonna get in without those ponies finding us? Erranda questioned. Surely, they'll be concerned about a whole flock of birds heading into the sewer. They would suspect us.

Scratt raised a wing, couldn't we turn into rats when we get inside?

While the ponies get scared when they encounter a whole pack of mice and have them exterminate us?

Oh, he shrunk down embarrassingly. Right.

Hmm... Queen Erranda thought of a solution to the problem, and she soon found one solution. Why don't we send scouts inside the sewer to check for any ponies. If it is clear, we can all jump in and set up an outpost here. Is that clear?

The changelings were abuzz in agreement, and then they wondered who would take the leap. Queen Erranda flew up onto the "floor" of the pipe, and thoroughly scanned the crowd.

How about you three? She faced a couple of drones bunched up among the crowd, Apis, Cilia, and Gaster.

When the crowd hushed down, they cleared some space for the three scouts, who bunched close together and raised their heads to show themselves.

Yes, our queen? One of them, Cilia, had a female personality.

Erranda hovered back down to the ground. I need the three of you to fly in there, disguise yourselves as rodents and search for any ponies or other races in there. If there are none inside, great. If there are ponies inside, then we will have to remain in the beach. Is that clear?

The three changelings saluted, Yes, ma'am!

Very good, the queen backed away. Move out!

At the queen's command, the three scouts flew up and into the sewer lid, and in orange flashes they shapeshifted into rats, who scurried down deep into the sewer. After about fifteen long minutes, the scouts finally scuttled back from the sewer pipe. The hive looked up to them expectantly, waiting for an answer.

The lead scout, Apis, got up on his hind legs and raised a thumb up. "All clear!"

She faced the sewer pipe again. Alright, let's get inside.

And with that the entire hive went into the sewer pipe in a long line, with Queen Erranda among the lead. After everypony was far enough inside they turned back into their true forms in orange flashes. When they heard the sound of their hooves pounding the ground, they attempted to walk more softly, which quieted the noise down somewhat. Hopefully, it wasn't enough to disturb the inhabitants at the surface. It helped with the noise of the rolling wheels of the chariots and a distant sound of music in the background.

The trail of over a hundred changelings total snaked its way down any stairs they found, and even the surface noise began to die out, leaving behind almost a dead silence. It also grew even darker as there was less light seeping from the surface, and eventually Queen Erranda had to use a glowing horn spell to light the way.

By the time they went into the fourth or fifth floors, a putrid smell appeared. It was similar to the stink from the litter back at the beach, but it was mixed with the smell of decaying flesh, making it much stronger.

"Whew!" one drone waved his hoof in front of his face. "Smells like carcass in here."

"Well, if there are dead animals around here," another changeling complained nervously, "then I don't think this is a safe place."

"Shh! Keep it down, Buzz! We don't want anypony hearing us, do we?"

"But I thought there were no ponies here, Archie," Buzz whispered back. "Apis and the others said so."

"How can we trust that he's talking about the whole place at all times?" Archie argued, "just because he said so doesn't make him right. Who knows, some ponies or even some other weird creature might've came in by now."

Unbeknownst to them, something did come in the sewers. A pony-sized creature climbed along the dark ceiling, and squinted its solid purple eyes as it monitored the changelings' movements.

The Locust Hive continued along the stinking passage, all the while growing more concerned if this is really a good place to set up camp. What if they could not go back? What if something lurked down there that devours anything that invades its lair?

Suddenly, Scratt's rear hoof got stuck on something.

"Huh?"

He looked to see that he stepped on some pink, sticky, and rather smelly goo.

"Aww, great." Scratt tried to pull himself out of the ball of goo, but he was still stuck.

"Uhh, guys?" He called out, "A little help here?"

Archie and some of his fellow drones rolled their eyes when they saw him, so they quickly came to his aid. And so about three drones grabbed him by the leg and then pulled his body in unison. After a few seconds, they were sent backwards from the force, and he was set free.

Scratt sighed in relief, "thanks."

"Don't mention it," Archie said. "Now can you try not to do this again, Scratt?"

"Ha ha ha," Scratt mocked sarcastically. "Very funny, Archie."

"Just saying. Now," Archie added, "let's hurry back to the others before we l-"

HISS!!!

Something leaped down from the ceiling and tacked down Archie. "Ahh! Help! It's attacking my face!"

That thing turned out to be another changeling, but its colors were purple rather than orange, its wings were shaped differently, and it had no antennae.

"Hang on, buddy!" The others rushed to his rescue, "we've got this!"

Archie and the other changeling fought, punched, kicked, and bit each other as they tried to pull it off of him. Meanwhile, Queen Erranda and the rest of the hive turned toward the fighting and they rushed to their rescue.

Thankfully, the rival changeling was already out cold by the time they came. But a groaning Archie already suffered some wounds, including a bleeding bite mark on one side of his neck.

"What's going on?" Queen Erranda demanded, "what happened?"

"Another changeling attacked him, ma'am." Buzz reported to her, "Archie beat him, but he's been injured."

"Damn..." The queen fell silent as she looked at the unconscious rival, which could only mean one thing. A different hive of changelings already owns this place.

But underneath the city? She thought, is this why none of the ponies come here? I should have suspected this.

"I am afraid another hive has already settled themselves here", she announced to her drones. "So we will have to move out of this sewer and examine the city from the shore."

But it wasn't long before more rival drones crawled from both sides of the passage.

"Uhh... guys?" Scratt warned fearfully, "we've got company."

The rest of the Locust Hive found themselves surrounded by more strange drones, probably all soldiers, climbing along the walls and poised for combat. The Locusts did the same.

"But first," Erranda added. "We will have to fight our way out!"

The fighting produced a cacophony of shouts and commotion. Scratt and several others used some amateur martial arts moves, while Queen Erranda and Chitin launched magic bolts and some basic elemental spells, though the latter mostly resorted to hoof-to-hoof combat.

Scratt attempted some novice punches and kicks at an enemy changeling, but when he missed each time, the enemy changeling laughed at him. But he was interrupted by a hard kick to the face from Chitin that sent him flying against the wall.

"Wow, thanks." Scratt said.

"Don't thank me yet," Chitin responded without turning, "we have to keep fighting." He went on to fire beams on three more foes.

Queen Erranda attacked surrounding enemy drones with some magic spells. Sometimes she froze them into ice blocks with a freezing spell, or electrocuted them by sticking her horn onto one of them and then using a lightning spell. Meanwhile almost a dozen of her own drones protected her from the enemy's attacks.

Two Locust drones pinned down one rival by each arm as Archie threw various attacks at him like a punching bag, and then ended with a strong uppercut from the chin that sent him against the ceiling. The three changelings gave a high five.

The fight went on as both hives fought each other through punching, kicking, biting, headbutting, throwing, spells, and so on. But the Locusts hardly moved a few inches outward, and more rival changelings poured in.

"Who would dare to invade my resort without my permission?!" A bitter, accented female voice roared against the chaos and stopped everypony in their tracks. The changelings from the other hive froze in fear, and in a flash they formed up a sort of royal guard formation where they stood on either side of the passage.

The Locusts turned around to see a large, shadowy figure of about Queen Erranda's size, fronted by two changelings holding incense burners in their mouths. The figure's eyes were visible from the darkness as bright pink ovals distorted by fury. When she stepped into the dim light, she was revealed to be what might've been the queen of the sewer changelings. The first thing the Locusts noticed were the torn cheeks that revealed her rearmost molars, giving the appearance of a perpetual and fleshy, yet skeletal grin. Strips of intact flesh defined the border between the cheek holes and her true mouth. Her purple mane and tail were wavy with two prominent holes on each bang, but otherwise well-combed. And finally her thin horn had no holes, but they bent forward at the base and curved upward in a sickle shape.

The other queen glared at Queen Erranda. "Who are you, and what are you doing here in my lair? Well?! Spit it out!"

Queen Erranda bared her teeth disapprovingly at her demeanor, but she calmed herself and straightened.

"Forgive us for our intrusion," she tried reasoning politely. "We had not known that you and your hive were here. I am Erranda, Queen of the Locust Hive. We are nomads who travel the lands to suit our needs."

"Nomads?" The other queen's frown disappeared into that of intrigue. After a brief pause, she gestured to herself in a dramatic pose. "Well, I am the most lovely and sophisticated Queen Miasma. I came all the way from Manehattan for a luxurious getaway here in Las Pegasus. And my wonderful subjects here are the Misma Hive, and they keep me in company and the hive running smoothly." Queen Miasma regained her mean look, and demanded, "and why don't you wandering savages intrude the ponies up in the city? There is no shortage of love there, or at least desire."

"No," Erranda corrected. "Not love, food and drink. We have traveled the desert for days living off the local shrubs, and have had no water to drink from. The water from the ocean did nothing to satisfy our thirst. We can still feed on love or a similar energy when necessary, but we still need to eat solid food to survive."

"Then why don't you just feed off the garbage dumps outside," Miasma asked skeptically. "Or perhaps the ponies loafing at the beach instead of breaking in so rudely into our lair?!"

When Miasma stomped sternly forward, Queen Erranda was struck by a strong smell. It wasn't quite the same rotten stink of the underlings, but more of a chemical smell that still nauseated her, because she was accustomed to more natural smells such as flowers, herbs, and even rotting carcasses.

Queen Miasma took a few loud whiffs and jerked back in disgust, "And your smell," she groaned. "I suppose you have no concept of hygiene, either!"

Queen Erranda held her nose with a hoof, and returned the insult. "And you smell strange yourself, Queen Miasma."

"What was that?!"

Miasma's sudden shout made Scratt yelp and jump so high he hit the ceiling and cracked the surface. When he fell back down, he felt dizzy with stars in his vision and rubbed the bump on his head. Some of Miasma's drones snickered at his misfortune.

"Ouch." He winced painfully.

"First you waltz into my property, then you cause chaos with my subjects, and now you so rudely insult my most graceful form?!" She gritted through her teeth, "one more move like that and you will be promptly... escorted out!"

Queen Erranda inched back at the warning, gritting her teeth a little.

"I know this place stinks like rot," she said as she pulled out an ornate, half empty glass vial of perfume. "But believe me, Queen Erranda, when I tell you I don't enjoy it either. That is why I have some lovely perfume here."

She showed Erranda the perfume bottle that contained a liquid which smelled somewhat like mint mixed with a strong alcohol-like chemical, and then sprayed the blue mist on her face.

So that's where the smell is coming from, Erranda thought.

Miasma set it back down. "It's a shame you do not enjoy it as much as I do, Erranda. Oh well," she shrugged. "I suppose you'll have to get used to it."

While Queen Miasma lectured, a weary, fatigued pony with heavy eyes of the same solid color as the Miasma changelings hobbled near Scratt.

The slave pony was called a "husk", a term for beings who were victims of a Changeling's pursuits, where they drained so much love from their victims that they turned into mindless servants for its mother hive. Husks were often used for physical labor, where they maintained the structure of and cleaning the changeling hive's burrow or habitat, as well as to help carry the queen's eggs.

The Locust Hive rarely used husks, as they were usually either too far from civilization or they traveled too frequently for them to keep up. Whenever they did have husks, they were used briefly before they were either sent back where they were found or provided its changelings with a quick meal.

Scratt watched the husk drag a filthy, damp cloth against his hoof while holding a pail of soapy water in his mouth. He set the pail down, dunked the cloth in the water, and feebly held it up to scrub the dirt and fungus off the wall.

The spooked Scratt turned to a Miasma changeling next to him, and then asked him plainly as he pointed at the husk. "Hey, are you gonna eat that?"

The Miasma changeling turned away and groaned in disgust.

"What?" Scratt grinned nervously as he shrugged, "just asking."

"Now," Miasma went on. "Considering how the lot of you are wanderers, how long do you plan on staying in our city?"

"As much time as needed to gather enough food and water for all of us," Erranda informed. "It may take days or even a few weeks before we move elsewhere."

"As long as it's nowhere near our lair, then I think we are both in good terms. So are you savages about to leave or do you want to loiter here for a little longer? I don't know how much more I can tolerate your presence."

Queen Erranda still felt offended by her insults, but she held it in to avoid unnecessary trouble - or even another fight. She answered. "We will leave, yes. But-"

"Then go," Queen Miasma interrupted. "Leave our sewers and do not return, and do move quickly before I change my mind."

Queen Erranda was going to ask for information or directions to some decent food sources in the city, or at least better ones than scarce fish, crabs, and loads and loads of rotten scraps. But the interruption forced her to reconsider, since Queen Miasma was clearly not the type to welcome visitors. Changelings are normally very territorial creatures, including her own swarm, but Queen Erranda had to acknowledge the Miasma Hive's personal space.

She took a deep breath and sighed, "very well."

She turned around and slowly trotted back the way they came. "Come on, everypony," she told her subjects. "We're heading back outside."

The rest of the hive followed her, but Scratt stood bewildered. "But wait a minute," he protested. "What about the-?"

"We're moving out, Scratt." Chitin informed him as he passed by, "this is no place for us."

Scratt groaned in complaint, and joined his peers with his head down.

By the time the Locusts were almost out of sight, Queen Miasma added, "and don't let the sewer lid hit you on your way out!"

The Locusts finally made it back up to the first level, but not quite at the exit. They huddled together far enough away from the storm drains where the ponies above were unable to hear them, or at least make out what they were saying.

Scratt went up to the queen and stammered, "w-where are we going, queenie? We're not eating back at the junk pile now, are we?"

"Yes we are," Queen Erranda replied sternly to him. "We have no other choice, Queen Miasma and her subjects already beat us to it and they made it clear that these sewers are their own. It's better than having them kill us in a territorial dispute, especially with our lack of strength."

"But what about the city?" Scratt pressured, "I thought we're making a base for our feeding raid!"

"I know that, Scratt." She told him, "but we'll have to make due with what we have. After all," he gave a sly grin. "We haven't forgotten about our mission here."

Scratt blinked. "You mean," he asked hopefully. "We're still gonna eat? ...At the city, I mean?"

"Yes. Why would we stand around and die in this desert? In fact," she shifted her red-orange eyes to the rest of the hive. "I am about to tell this to everypony else. Join in with the others when you can, Scratt."

"Sure thing, ma'am!" He nodded before slipping into the chattering crowd.

The Locust Queen moved to the scummy brick wall opposite of the downward stairs.

"All of you, listen." The queen announced; she waited for the crowd to settle down. "It is unfortunate to know that what was about to be our new burrow has been taken by a much larger hive, and so we will have to settle back to the beaches. But this matters not, for we still have the city nearby. Therefore, I shall assign three scouting parties to enter the city and gather as much information about it as we can so we may perform our raid soon. Once our raid is done, we shall leave this accursed desert and move to greener pastures. Gather yourselves!"

The changelings all stiffened themselves into a uniform, militant pose. Queen Erranda scanned the crowd once more as she decided on how many and which scouts to send into the possible dangers of the city. After a suspenseful minute, she called out each member of each party by name. "The first group will be composed of Chitin, Scratt, Apis, Cilia, and Gaster. The leader, of course, shall be Chitin."

"Yes, mother!" He affirmed upon address.

After the queen finished her role call, she finally commanded. "Alright, my subjects. Follow me!"

The Locust Hive followed Erranda to the front of the exit they came in from, which led back to the bright outdoors with the deep blue ocean contrasting against the sky. The three assigned scouting parties placed themselves in front of the exit, with Chitin's group in the middle. Erranda stood facing them from behind them. Behind her the rest of the hive watched the scene in hope, or rather in pleading, that the scouting parties find some spots for food quickly so they can live another day.

Queen Erranda shouted, "ready!"

The scouts crouched down in preparation to head out the exit.

"Shift!"

Then they shapeshifted into seagulls while still crouching down and at ready.

At last, the queen raised her front right hoof.

"And... go!"

At the wave of her hoof, they ran out and flew out of the pipe. When they gained enough altitude, they veered the other direction to enter the heart of the Las Pegasus.

Back in the sewers, Queen Miasma bathed herself in a round room in a tub, which was filled with soapy sewer water with a variety of dead flowers and old bath toys. Normally she was averse to bathing in water, due to it reminding her of Queen Myxine, who led an aquatic hive of changelings. But after observing the activities of elite ponies back in Manehattan, she thought she could give bathing a try. To her surprise, she felt relaxed, which was a rare gem in a life full of frustration.

But this particular day was different, for even though she was in pleasent-smelling bath water, the thought of the intruders still lingered in her mind. There was something off about this Locust Hive. They can still feed off of love, but they said that just food will serve them. Don't changelings eat food to create the material for their cocoons, rather than to survive like other creatures? And why did they choose to barge into her sewer resort out of all the places in Las Pegasus? They could easily live off the ambient love from the ponies at the beach or anywhere else in the city, like how Queen Chrysalis did in her brief conquest of Canterlot during a royal wedding. Did those loathsome Locust Hive freaks really leave to bother somepony else? In fact, did they leave at all?

There was only one way to find out.

"Butler!" She called out loudly.

A changeling wearing a ragged tuxedo zipped in front of her and stood upright. "Yes, your highness?"

"I have an assignment for you," Queen Miasma briefed. "Head over to the upper levels and check to see if our little visitors are completely gone from our property, search everywhere in case they are hiding or in disguises. Tout de suite!"

The butler nodded. "Yes, your highness!"

He flew out of the pool room and into the halls.

"And you two!" The queen snapped to a pair of drones nearby, who froze and faced her, shaking with fear. "Fetch me some more soap, lemon flavor! I want to be nice and glamorous for the gathering tonight, and don't keep me waiting!"

"Yes ma'am!" The two drones gave a quick salute and then dashed to a small room nearby.

She sighed heavily as she sank deeper into the water so her mouth almost touched the surface, and grumbled more quietly. "I can still smell their stench from here."

She magically grabbed the bottle and sprayed more perfume on herself.

Act 2 - The Strip

By the time they made it above the city, the three scouting parties, still disguised as seagulls, separated to explore its different areas. Chitin and his team searched for an out-of-the-way area to land on, where they can shift into pony forms and blend with the city folk.

There! Chitin exclaimed when he found a deep alley scrunched among its many tall buildings, we'll go down there and check on that space in between the buildings. If it's clear, we'll make a landing in there so we can blend in with the locals. Do you copy?

Yep.

Copy that, boss!

Roger!

Okay, Chitin finished. Let's go.

They banked down and circled over the alley to check for any intelligent creature that might live there. When they saw that it was all clear, they went ahead and entered. Upon landing, they found the place to be dimly lit, dank and smelly from the dumpsters. They landed in front of these dumpsters and they shapeshifted back into their original forms.

Scratt looked around to see the trash around the alley was very similar to that back at the shore. "At least now we know where it came from."

"I'll say," Cilia agreed.

"Let's not waste any time," Chitin reminded them. "We need to get into our pony forms right now."

"Okay," everypony replied.

The team closed their eyes and, in an orange flash, they all transformed into their own pony forms.

Chitin's pony form was a pegasus whose colors were inverse of his changeling form. His black exoskeleton became burnished orange fur, and his mane and tail, which still retained the same downy styles as before, were black with dark grey streaks. Aside from the obvious change from hues to having solid whites, his eyes stayed the same orange color. His cutie mark was a pair of locust wings.

Scratt's form was also an orange-colored pegasus, but his short mane was yellow rather than black, his eyes were blue and had a cutie mark of a trio of gnats. Apis became an Earth pony whose coat was yellow with a hint of orange, a well-combed bluish-black mane, green eyes, and a cutie mark of a bee. Gaster was also an Earth pony with a green coat, a short red-orange mane, light blue eyes, and a cutie mark of two black ants. And finally Cilia's form was a soft blue unicorn with darker navy blue hair and reddish pink eyes, and her cutie mark was a purple butterfly.

Chitin evaluated on his team and nodded once, and told them, "Let's head out of here and head to the city, and as always we must keep a low profile so nopony suspects us."

Everypony agreed, and they followed him out the alley.

When they came out, they were almost overwhelmed when they saw the city was alive with a dense traffic of ponies and carriages. Lights of many colors flashed and danced in the many extravagant signposts and buildings, herds of gamblers and tourists moved in and out of these buildings, and their chatter nearly drowned out the loud, distant songs from the background.

"Wow," Scratt was impressed. "Who knew these ponies can be so... flashy?"

"Yeah," Gaster agreed as they observed their surroundings. "I wonder why they're into that sort of thing?"

"I don't know, but we are not here to go sightseeing," Chitin reminded the team. "We need to find food and water for our hive. The longer we wait, the worse our situation gets."

They continued on and joined the crowd of ponies along the sidewalk. Chitin searched both sides of the street for anything vaguely resembling where food was abundant, all thanks to his tall height poking over most of the crowd. But because the urban environment was new to them, for the first few times of his life he wasn't able to find anything obvious. But one thing was certain, this part of Las Pegasus was still showy to a fault. Everywhere they looked, the changelings found buildings and exhibits that were wildly expressive in design, not unlike peacocks in mating season. Such extravagant hotels and casinos included Saddle Arabian Nights, the Castillo, the Super Circus, the Golden Nugget, and Planet Applewood were among them.

In spite of all the glamour and glitter, the changelings started feeling doubtful and nervous as, although enormous fountains were abundant, there was no obvious source of food. There was also something not right about this place; they sensed a vast reservoir of desire in the city. Not love, desire. The love present in the city was scarce and fleeting, and any impurities that existed were overshadowed by the air of frivolity. Aside from that were worse energies: loss, pain, addiction, and most of all, greed. And ponies were supposed to be peaceful. But it wasn't all bad, since there was at least enough worldly joy to make it tolerable.

"I dunno about you guys," Gaster said with a sigh. "But I don't see anything that says food."

"Yeah, me neither." Scratt agreed. "Maybe we should move to another part of the city and find some food there?"

"Not yet," Chitin declined as he reasoned. "These ponies have to get their food from somewhere, so to find it we'll need to track them and follow them."

"How are we gonna do that?" Apis prompted. "There's just so many ponies walking around we can barely see the ground!"

Chitin again skimmed over the flow of traffic as he saw some of the ponies enter or exit many of its buildings, but he still could not tell anything obvious as they were covered in concrete with lit but narrow windows. Then Scratt sniffed loudly. "Hey," he called over. "I smell something!"

Everypony turned and glanced over to him, some with hope, and others assuming he was just distracted from the mission as usual.

"What is it, Scratt?" Gaster asked.

"Oh, don't pay attention to him, Gaster." Cilia told him dismissively, "he's probably just smelling some garbage somewhere."

"Drones, listen." Chitin intervened, "he might be on to something."

The two drones stood back by his orders, while Scratt kept sniffing the air. "I think I smell something." He said, and he started licking his lips. "Something... delicious," a promising sign.

Following his nose, he slowly turned around until he simply faced the opposite direction. "Found it!" He chimed.

"That was fast," Apis commented. Cilia and Gaster exchanged confused glances as they wondered about what Scratt found. Apis continued, "let's see what that was, ehh?"

They all turned in Scratt's direction, and were astonished at what they saw. They realized that one of the casinos stood right behind them. Peering through two layers of wide glass doors at the entrance, the floor was lined with an elaborately patterned carpet that provided roads for sections of machines, which were bunched together in rows from side-to-side. Above them, a green neon sign read "Grizzly Bear Casino - Hotel & Grill," and it featured a neon picture of the eponymous animal leaning smugly against the lowercase "L" in "grill" and holding stacks of coins in its free paw.

"O-o-okay, I take it back." Cilia admitted.

Amazed, Gaster turned his head to Scratt. "Wha-? Ho-? How were you doing that?"

"The nose knows," Scratt grinned as he held his nose up proudly, only for something to cross his mind. "Why haven't we thought of this earlier?"

"Great work, Scratt." Chitin congratulated him on the success, and then faced the door. "Now is to go inside and investigate."

"It's about time, Chitin." Gaster licked his own lips, "I'm hungry!"

"Gaster," Apis said, "you're always hungry!"

"I know that."

The five disguised changelings eagerly breached the wide entrance to the casino. After passing through two sets of glass double-doors, they were again taken aback by a whole slew of things that flooded their senses. A classy jazz band performed music from a nearby platform, the pungent and ashy smell of cigar smoke, and indistinct chatter from the round tables where games were played. But the most defining features were the rows upon rows of mechanical props that some ponies sat in front of, where they watched simple images scroll down and stop at the pull of the levers. After some initial browsing around, Scratt took a look at the slot machines and was immediately mesmerized by their mechanical glamour - especially when he saw a vacant seat.

"Hey! That game with the spinning wheels looks like fun, I wanna try that!" Scratt was about to dive in to the nearest slot machine when suddenly Chitin zoomed in front of him and blocked him.

"No, Scratt!" He said sternly. "We've come here to examine the area for anything to feed the hive, not to sit around and play games."

"Aww, c'mon!" Scratt pleaded, "just this once?"

"No," Chitin repeated. "Even if we are not facing extinction, I still don't think we should. Look at these ponies, Scratt."

Scratt checked the ponies using the slot machines, and after a few moments he felt disturbed to see their pink, unblinking eyes as they stared at the machines and habitually pulled the levers. Their ripe hides stank from staying around for hours and hours sitting in the same spot without doing anything else. Their faces were robotic and devoid of emotion, and whenever there was emotion, it was either frustration for getting some bad score or anticipation in hopes of scoring big.

"Do you see how they look, or how long they might've been doing this?" He warned, "we don't want to get distracted from our mission here!" He knelt down and lowered his voice, "and remember we have to keep a low profile."

"Oka-a-ay, fine!" Scratt responded, also whispering. "Geez." And with that the scouting party resumed their observations.

They kept searching for the food source that was supposedly inside the building, but due to the miasma of the smoke, any smell of food was masked and difficult to track. They felt their hopes die down. They still did not find any food, not yet. Wait... hold a moment... that smell again? Where did that come from? The disguised changelings looked around and they saw a long line of ponies waiting in front of a door guarded by a bulky, brown-colored stallion with sunglasses and facial hair. After one pony dropped some coins in the guard's hoof, she was allowed through the door. As soon as he closed it behind her, the smell quickly disappeared, any traces that remained were masked by the cigar smell.

"That smell again," Scratt turned and craned his head to face the door. The other four followed suit.

"The food smell?" Cilia asked.

"Yeah," he assured. "It must be from behind that door." He turned to Chitin, "what d'ya think, Chi? Should we check it out?"

"If that is our only chance, then we'll take it. Lead the way."

"Okay!" The little drone proudly pranced in that direction, and the rest followed. However, it wasn't long before he was blocked by a hoof to the face.

"Hey!" The guard stared down over the scouting party, "only paid members get inside!"

"Hey wait a minute! Paid?" Apis repeated as they stared at each other.

"Yeah! Didn't ya read the sign?" The guard pointed at the counter, which had three long, dense lines of ponies waiting to be paid. "It's fifty bits a pony, get in line if you want to head in!"

The five changelings exchanged glances uncertain of what to do, since this is a new thing for them. Because they spent most of the time in the wilderness, the Locust Hive had almost no contact with civilization of any sorts for several centuries. Their only knowledge of it comes from experiences passed down across generations, and much more recent encounters of a civilized species, like griffons and diamond dogs. As a result, they did not even know what money was, let alone have any.

"Well, what are ya waiting for?" The guard demanded, "are you gonna get in or leave?"

Finally, Scratt broke the silence. "What are bits?"

The guard growled at them threateningly, while Scratt grinned nervously and the others inched back a little.

The next thing they knew, they were literally kicked out with a single buck, and then the guard slammed the door without saying a word. The changelings groaned painfully as they got up and rubbed their behinds.

When they got back up to brush the dirt off of themselves, Cilia commented snidely as she faced the door, "hit a lady, why don't ya?"

"Nice going, Scratt!" Apis and the others glared at him, "you got us kicked out!"

"Hey, I was just asking, okay?" Scratt reasoned. "How are we gonna know what we need if we are to get in there?"

"Well one thing's for sure," Gaster said. "It's a thing we don't have."

"Then we'll need to move on and find out how the ponies get their food here," Chitin concluded. "These buildings don't look easy for us to get into."

"Hey chump!" They were interrupted when they heard a gruff male voice yell out from a distance, "why don't ya give us the bits already?!"

They looked around for the source of the voice, but all they saw were more ponies walking along the sidewalk.

"Yeah, give us the bits!" A different voice was heard from the same source, but this time it was higher-pitched and much more raspy.

"Where's it coming from?" Scratt asked confusedly.

"How should I know?" Apis responded, he was still clearly resentful with him. "It could come from anywhere!"

Did those ponies say "bits"? Chitin was roused up. They may have the answers we need to get anywhere here. Soon he too tried looking around, and eventually traced the voices to another alley just one block from the casino.

"There!" He pointed while the rest of the group paid attention to him. "We might find what we need there."

"Yes sir!" Scratt saluted to him stiff-hoovedly.

Everypony else agreed, and they once again followed him along the sidewalk, the crowds glanced at them apprehensively as they hurried by and bumped into them.

"Excuse us! Pardon me!"

"Oh my!"

"Comin' through!"

"Hey, watch it kid!"

"What's the rush?"

After passing through the ponies, they made it to the alley and then quietly sneaked inside. Right away they saw that the path elbowed to the right, where they saw shadows of ponies and a bipedal figure, which were elongated and slanted by the sun.

"Well? What's it gonna be?" The voice demanded again, this time it was definitely from past the corner. When the disguised changelings eavesdropped across it, they found a gang of three ponies and one diamond dog, who surrounded a scrawny unicorn who backed himself against the wall at the end of the alley.

The leader up front was a red-colored, lanky pegasus who was almost at Chitin's size. He had a black, well-combed mane and wore a dark purple trench coat and sunglasses.

The second member was a gigantic, morbidly obese earth pony with over-sized muscles and a bloated belly to match. His greasy coat was dark green in color, his orange mane was long enough to completely cover his eyes, and his tail was so short that it was more like a tuft of hair. A single blunt tooth jutted from his broad, thin lower lip. And on his flabby flank was a cutie mark of a cheeseburger.

The third one was almost the opposite of the second in that even though he was almost an adult earth pony, he was just barely taller than a little foal. His coat was reddish-brown, and his dark brown mane was swept forward from his head. His eyes were yellow and he had a cutie mark of a baseball with the bat.

Finally, the diamond dog was lanky with coarse tan fur, yellow eyes with slitted pupils, and large, pointed ears. When he stood on his hind legs, he was just tall enough to meet fat one's shoulders.

"B-b-but-but I don't have anything! H-h-honest!" The scrawny unicorn pony stammered in a squeaky Manehattan accent. He was lavender-colored with a darker purple mane and tail, teal eyes, and wore filthy, patchy clothes.

"Oh yeah?" The gang leader craned his head to him and scowled, "then what's on your back?"

"Uhh..." As the unicorn fearfully stepped back, the small member stealthily stalked up to his side without his notice.

"Wagh!" The pony jerked back when the small one tried unsuccessfully to snag something off his back. But as he backed away, he unwittingly bumped into the large and bulbous member, who then picked him up with his front hooves. The victim struggled to shake himself free. "Hey! P-put me down! I-"

When fat one shook his body furiously, something finally fell off his body and dropped to the floor. It was a ragged leather purse with small, frayed holes on the bottom. But when the little one held it up, metallic chinking noises is heard from inside it.

"Hey!" The unicorn yelled, "give it back!"

"Look at 'dis, Ace! Lookie here!" The small one held up the purse and shook it in the air, "it's an old mare's purse!"

The gangsters laughed mockingly as the victim struggled to grab it back. Meanwhile, Chitin and his search party watched the whole scene from behind the corner. Though changelings normally do not sympathize with those not of their own, especially not to ponies, the mere thought of the stronger among a species harassing a weaker one made them retch inside.

Apis commented quietly, "that has got to be the worst behavior I've ever come across."

"Shh!" Chitin hushed as the group returned to watch.

"Now, let's see what's in that thing, ehh?" Ace, the gang leader, queried smugly. "Now gimme that, Lil' Pitch!" He snatched the purse from his smaller comrade's hooves, turned around to unzip it and look into its contents. Inside the changelings could catch a glimpse of small metallic pieces similar to the ones they saw back in the Grizzly Bear Casino. Ace grinned widely and chuckled at the metal pieces he saw. "Well well well, this guy's got some cash! We must've hit the jackpot with this guy! It's a wonder why he keeps it around."

"Durrh," the fat one slurred. "What'th in it, bossth?"

Ace replied casually without glancing away from the purse. "At least fifty bits or so. Enough to buy us a decent meal, or two."

"'Bits.'" Chitin whispered, "that must be the thing we need. If we can grab it from those ponies, we could use them to get inside that building and find that food source."

"What about that unicorn they're messing with?" Apis questioned, "maybe he could show us how this place works. We've been getting lost quite often here."

"You sure?" Cilia intervened, "how would he think of strangers coming up to him to tell us about the city? He'd think we're weird and take off."

"Hmm." Chitin rubbed his chin in thought, and then smirked. "I have an idea."

Back in the alley, Ace set the purse by his back as he turned to his gang. "Well boys. Thanks to our little friend here, we got ourselves a little fortune."

"Ooh! You mean we could get gemsss?" The diamond dog rubbed his paws excitedly at the thought, only for Ace to bop his nose to set him straight.

"Not like that, ya twit!" Ace scolded him.

"Sorry," the diamond dog rubbed his nose as he cowed down timidly.

"Willy," he called over to the fat one. "You can put him down now."

Willy simply dropped the unicorn, who crashed to the ground.

"C'mon, ya guys! Let's bust out and-" He habitually checked his person for the stolen purse... but it's not there. The young pegasus was vexed when he discovered that the purse was missing. "W-what the-! Hold on." Ace searched frantically for the missing item, oblivious to the rest of his gang staring in terror at something. "I-I just had it! Who? How?" When he saw the others, he grew impatient. "What? What are you all staring at?"

When he turned to what they're facing, Ace flinched at what he saw. There was a group of five more ponies standing in the way out of the alley, with the largest of them - also a unicorn - holding the purse with his magic.

"I believe you were looking for this?" Chitin asked smugly at Ace.

Ace's expression turned into a furious glare through his sunglasses, and he and his gang inched toward them. "Look, ya freaks! I don't know who you are or how you snuck up on us, but nopony, and I mean nopony disses with guys like us! Now cop up our bits so nopony gets hurt!"

"Yeah, cough 'em up!" The diamond dog exclaimed, but then he turned to Ace. "What were we gonna do wit' it, again?"

Ace smacked the diamond dog's face with one of his wings. "Sorry, boss."

"We'll see about that." Chitin replied. "But if you want the bits back, you'll have to go through us. If you win, we'll bring them back to you and find some other way around. If we win, we'll keep the bits and you leave the unicorn be. Do we have an agreement?"

"Ohh, so it's a fight ya want?" He and his fellow gangsters glared at them while the diamond dog punched a fist into a paw. "Alrighty then, bring it!"

The four gangsters immediately charged forth at the changelings, who responded by taking evasive maneuvers. Soon different combatants from each team were fighting their particular opponents. Apis deftly dodged the diamond dog trying to catch him, and he grumbled in between attacks, "Hold sstill... you... sscampering... meddling... thieving... pony!" Apis then proceeded to buck him in the privates, causing him to yelp in pain.

"Blaaagghh!!" Willy roared as he tried to grapple both Gaster and Cilia together, but he did not notice Cilia magically setting an empty can in front of him. "Willy go beat tiny-" The fat one slipped on the can, causing him to crash to the floor. While he was down, Gaster leaped forward and pinned the dazed Willy with a head-grab.

"Hey!" Lil' Pitch saw the odds his team was facing against. "That's five-on-four, that ain't fair!"

"Well, you've got the big guy over there." Scratt quipped from behind, jerking Pitch into looking, "doesn't that make us even?"

"Ooohhh, you think you so clever, ehh?!" Offended, the little one crouched down and scraped the dirt with a front hoof. "I'ma gonna buck you so hard you won't even see you-self break!" He dashed furiously at Scratt.

"Whoa!" Scratt strafed out of the way of Pitch, who nearly ran to a wall. Lil' Pitch looked around for his opponent, and found him to his right. When the two faced each other, they both stood up and readied fists like they were boxing. No sooner did they throw punches like an actual boxing match, and they exchanged quick jabs at each other.

Finally, Chitin and Ace locked eyes to each other as they anticipated each others' next move. After a few seconds, Ace attacked first as he reared up and loosened a wide cross-punch. Chitin dodged and retaliated with an uppercut to the jaw, followed by a push-kick against the wall. After adjusting his sunglasses, Ace growled and immediately lunged forth with another jab. Chitin blocked the attack with both front hooves, but Ace successfully punch him with his free hoof, stunning him. He punched again. Before Ace could land a third punch, Chitin regained his focus, caught Ace's punch and then tossed him into the other side of the narrow alley.

As the brawl went on, the unicorn who was mugged earlier watched on as he hoped and feared the outcome of the battle. If the new ones won against the perpetrators, will they just take off with his money or if they would return it to him, or what else they could do for him - or to him?

"Tough guy, ehh?" Ace slowly got up before adjusting his sunglasses again. "Well how do ya like this?!" With a hard buck in the face, Ace sent Chitin stumbling back and then crashing onto a pile of trash. As the gang leader grinned at his apparent victory, there was a sudden orange flash around Chitin, who turned to his true form.

"What the!" Ace flinched so much he nearly dropped his sunglasses, exposing his horrified green eyes. "Y-you're a changeling?!"

Chitin shook the bits of garbage off himself and rubbed his head. When he saw his frightened opponent, Chitin saw himself in his real form and grinned at his new opportunity.

Ace yelled out again, truly afraid. "You're actually a changeling?!"

"Take a good guess." Chitin gestured to the others fighting Ace's gang. While the diamond dog still squirmed from the strike, Apis transformed as well, causing the diamond dog to leap up in fear. Willy, meanwhile, reared upwards in an uproar, easily freeing him from Gaster's head-lock. The fat one grabbed Gaster with both hooves and slammed him against the wall, only to see him shift in a flash of orange light. Willy also jumped in fear as he dropped him again, only to see another flash from Cilia and let out a high-pitched squeal. During the match between Lil' Pitch and Scratt, Pitch launched a strong punch at his cheek, stunning him. This only triggered the shapeshift into his real form, catching Pitch off-guard. With a confident grin and a cocky chuckle, Scratt lunged down to prepare an attack. As his opponent glanced in horror, Scratt loosened a powerful uppercut at Lil' Pitch, knocking him out with stars in his vision.

The pony victim at the end of the alley also observed the transforming changelings. Instead of also panicking, he looked deeply intrigued by what was going on.

Ace stammered and panicked as each of the opposing team revealed themselves. "But-! Wha-! Wait! They're all changelings!!"

"Agh! The rumors! They're true!" The diamond dog tucked his ears tensely. "I heard they brainwash us and turn people into slaves - forever!!"

"Wait a minute," Ace leader formulated a desperate idea to the rest of his gang. "Forget the freaks, we'll use the chump to get that money from them!"

Following their master, the entire gang (minus Pitch) abandoned their fight against the Locust changelings and then charged to grab the unicorn. But with renewed confidence, yet another flash of light surrounded him, and his adversaries all screamed in unison.

"I don't frickin' believe this!" Ace yelled out, "Every one of them is a changeling, and they're out for us! Let's beat it, boys!"

And with that, the gangsters stumbled and bolted en masse out of the alley and into the streets outside. Lil' Pitch, who got up from his coma, realized he was lagging behind and called out after them. "Hey! Wait up! I don't wanna get brainwashed either!"

The changeling search party giggled as they saw the gangsters run at seeing their true selves.

"Whew! We taught them a lesson, ehh?" Scratt reenacted his amateur boxing, "nopony disses with us!"

"Yeah," Chitin looked on to his troupe. He used his magic to lift the coin purse from his back and show it to them, "and we should be more than satisfied that we should now be able to finally get to that food source."

"Uhh... thanks a lot, fellas." A nervous, though now somewhat distorted voice said from behind them. "Now can you hand my purse back?"

When they turned around to meet what could have been the unicorn, they were shocked to see he was actually another changeling. Even more shocking was his hive color: purple.

"What?" The other changeling raised his eyebrow, confused.