Return of the Changelings: The Rebellion

by RainbowShimmer

Rating: everyone
Tags: Queen Chrysalis, Adventure, Original Character, My Little Pony: Friendship is Magic, Alternate Universe
Length: 3440

A changeling, one of Queen Chrysalis' minions, is supposed to be evil. But not all of them are.

Long ago, there was a rumor going around that said at the Royal Wedding of Shining Armor and Princess Cadence that Queen Chrysalis and her army had died. Those rumors were wrong. Ever since the Wedding, Queen Chrysalis and the army had plotted revenge. But at the same time, they wanted to forget it ever happened. All of the changelings were then supposed to go to Canterlot and show that princess who's boss. But one changeling, Changeling 78463 a.k.a Shifty, had never wanted to be evil. And she won't let the Changelings win, even if it means being a rebel.

HOW THIS STORY WORKS:
There will be chapters where you can read Changeling 78463 (Shifty) and Chrysalis' Points Of View (shortened POV), and they will both lead up to each other in the end. Each main character has 2 chapters to themselves. Ex: After a Shifty chapter, there'll be a Shifty chapter, then a Chrysalis chapter. Then another. And 2 more Shiftys.

Changeling 78463 (Shifty) is my OC. All other characters like Chrysalis are owned by Hasbro. I own nothing but a keyboard and a brain. And yes, I DID draw the cover art! Like it?

Published 2015-07-23 17:00:02 UTC
Last updated 2015-08-09 00:14:20 UTC

Chapter 3: Queen Chrysalis' POV

I woke up this morning at 7:00 to assemble all of my Changelings to carry out with my revenge plot. I must say, I thought of a good plan. Queen Chrysalis will NOT be silenced! EQUESTRIA WILL BE MINE! AHAHAHAHAHAHAHAHA! Wait, where was I going with this? Oh, yes, I assembled my army early in the morning. I told every Changeling in the dimension to meet me in the Throne Room. "Alright, my army," I announced. "Perhaps you have heard of my plan for revenge on Equestria?" Everypony nodded. "Good. Now, we will split into two divisions to conquer different parts of Equestria. There will be a Canterlot Division and a Backup Canterlot Division. But first, we must do roll call."

I counted all of the Changelings in the room, which was supposed to be 400, but we only had 399.

"We're missing one," I announced. All of the Changelings looked around and asked each other where that Changeling was. And then I noticed which one was missing. "Changeling 78463 is missing. Once she is found, she will pay the penalty for not coming to a Royal Gathering. But until then, we will carry out our plan. You 200 will be in the Canterlot Division," I said, pointing to 200 Changelings. "And you 199 will be in the Crystal Empire division." I said pointing to the other Changelings. "You," I shouted to one of the Changelings in the Canterlot Division. "You will command the Canterlot Division." That Changeling looked happy as I gave her the General Hat. I gave another hat to another changeling and told him he'd command the Backup Canterlot Division.

"Here, take some tents with you," I gave both armies some tents. "I'll stay behind in this dimension. Come back when you've done your duty. Got it?" The whole army nodded. "Okay, now I'll open the portal to Equestria." I opened the portal, and the Armies marched through. Once they were gone, I had a weird feeling that that missing Changeling wasn't missing. I suspected the worst possible thing..."A rebel," I thought aloud. "Our "missing" Changeling is a rebel. I have to find her and kill her. This is SOOO against Royal Policy."

Chapter 4: Queen Chrysalis' POV

I looked for the Royal Telephone to contact my army to find Changeling 78463.

After I checked through the Royal Closet, I finally found it. I called up the Army Generals and told them to look for Changeling 78463 around Equestria. But then they told me that they wouldn't be able to since all Changelings look the same! "HOW DARE YOU DEFY THE QUEEN!?!" I screamed into the phone. "WHEN I GET MY HOOVES ON YOU, YOUR BACKSIDE WON'T LOOK THE SAME!" And the generals got scared and hung up. "Dang it.," I said. "Why does no one ever want to do what I want?!" But then I decided I'd just do it myself. "If you want something done right," I said. "Get ME to do it!" I went through the portal to go look for Changeling 78463.

But then I got a call from the General of the Canterlot Division.

"Hello?" I answered.

"Queen Chrysalis, come to Canterlot Castle. We might have the princess cornered, so we need you to come claim the throne."

And it was at that moment, that I totally forgot I was looking for Changeling 78463 and just wanted to get to Canterlot Castle. "I knew my army wouldn't fail me!" I said. "They're so loyal and obedient!" I flew to Canterlot Castle to go claim my throne. Equestria is officially mine to own.

Chapter 7: Queen Chrysalis' POV

As I landed in front of Canterlot Castle, the General of the Canterlot Division came to greet me. "Queen Chrysalis, we've done the invading part. We're waiting for you to take over."

"Thank you, general," I told her. "Are you sure the castle's ready for takeover?"

"Yes, Queen Chrysalis."

"Good! Excellent job to you and your army."

I entered the castle to see what the army has accomplished. The Canterlot Division surrounded Princess Mi Amore Cadenza while the Backup Canterlot Division surrounded Princess Celestia. I walked over to Celestia first.

"Celestia! What a pleasant surprise." I said.

"Chrysalis," Celestia said.

"Yep! That's me! Not for long, though." I smirked.

I took on the form of Celestia and looked her straight in the face.

"Oh, no way..." Celestia muttered.

"YOU," I yelled to a random Changeling in the area. "Go over there and take her form." I pointed to Mi Amore Cadenza.

The Random Changeling ran over and did as it was told. "Divisions, hold the real ones still!" The Divisions ran over to Real Celestia and Real Mi Amore Cadenza.

"Why didn't we see this coming?" Mi Amore Cadenza asked Celestia.

"I have no idea." Celestia replied.

And then POOF! They are BANISHED!

"Thank you, Divisions," I smiled. "This is going surprisingly well."

Then the General of the Canterlot Division approached me. "Um, Queen Chrysalis, we have a...small problem..."

"...WHAT?!?!?!" I screamed at the top of my lungs. "What do you mean 'small problem'?"

"Well, there's 3 Equestrian Ponies plotting to ruin your plans. One of our spies saw it."

I was about to explode until I calmed myself down. "BACKUP DIVISION! Go outside and guard the castle."

The Division ran out the door. I sighed. "So much for 'going surprisingly well'."

Chapter 8: Queen Chrysalis' POV

As the Backup Division went outside, I left the room with the form of Celestia, while the Changeling with Mi Amore Cadenza's form stayed in the room. "How could one pony be a problem? None of the ponies even know I'm here." But then, I had the STRANGEST of thoughts.

"Wait a minute..." I questioned the situation. A Changeling is missing...there's a pony that knows our plans....I gasped. "What if the missing Changeling...THIS IS EVEN MORE AGAINST ROYAL POLICY!!!!!!!!!" I screamed and the Canterlot Division came running into the room, the General approaching me hurriedly.

"What's the matter, Queen Chrysalis?!" She asked.

"I think I know what happened to the missing Changeling. Wait, what did that pony who knows our plans look like?"

"Uh, it was a light gray mare with a mask on."

"Look for her! And bring her to me."

The army ran out the door to look for the mare.

"I don't understand how that's possible, though!" I said to myself. "How on Earth could she have gotten a form to use that would make herself not easily recognized?" Although that confused me, I still trusted my assumption. The Queen is NEVER wrong! And if they are...their just a stupid, stupid queen! Which isn't me! At all! But whatever. That Changeling. That heartless rebel! Betraying her kind...she's SO paying the price when the division finds her, which probably won't take long."

Chapter 11: Queen Chrysalis' POV

I was taking a Royal Nap when suddenly I was awoken by a Changeling from the Canterlot Division.

"Wake up, Your Highness!" she said.

"How dare you interrupt the Royal Nap! This better be important." I hopped out of bed and followed the Changeling into the Throne Room. What I saw was beyond delightful!

"Well, well, well, If it isn't Changeling 78463."

Changeling 78463 didn't look like a Changeling, but I still called her that. "I'm not a Changeling," she lied.

I made a face like Are you serious? "You really thought you could fool me?"

"Honestly, no," Changeling 78463 faced the floor.

"Alright," I looked to the division. "Give her to me. I want to talk to her."

The division handed her over to me, and I took her to a room where we could talk in private.

Once we went into the room, I was the first one to talk. "Now, tell me...Whatever do you think you are accomplishing by doing all of this?"

"You wouldn't understand."

"The queen understands everything!"

"Everything but the people around you, maybe."

I was extremely surprised to hear that. "Who do you think you are? Disguise or no disguise, you're still a Changeling!"

"What if I don't want to be a Changeling anymore?"

"Then you can be a DEAD Changeling!"

And with that, she ran out of the room, probably thinking she could get away.

"Division," I called. "Get her."

Intro: C78463 (Shifty)'s POV

Author's Note

Just wanna note here, this story takes place in Season 3, but before Twilight is princess.:twilightsmile: Just to prevent confusion!

Intro: C78463 (Shifty)'s POV

The day after the Canterlot Wedding fiasco, a little Changeling was born. That Changeling, was me. Changelings don't usually get proper names, so I was named Changeling 78463. There wasn't a lot to do growing up a Changeling. The Changelings were banished to an unknown location after the wedding by the princess. The living conditions, I must admit, weren't that great. Filly Changelings were always taught that Equestrian ponies were evil, and we were good. I never got that. I mean, Changelings look all dastardly with holes and bad hair dos, but Equestrian ponies actually look presentable. But those thoughts always got me in trouble. I failed most of my Evil Tests at first, but then I started pretending to be evil so I wouldn't be picked on more than I am. Everyone always thought I was an insane weirdo who thinks the bad ponies are good. Once I grew up, though, there was a day that I proved them wrong.

Chapter 1: C78463 (Shifty)'s POV

Chapter 1: C78463 (Shifty)'s POV

I was 22. Although Changelings don't have ages, I counted the years I'd been alive and made that my age. Anyway, to the story.

Queen Chrysalis was thinking of a revenge plan as I spoke with my friend Changeling 61048, although I always called her Truffle, due to her love of growing mushrooms. She always called me Shifty, as I was very sneaky and could change form more quickly than others.

"Did you hear about Queen Chrysalis' plan for revenge?" Truffle asked.

"She made up her mind on a plan?" I answered.

"Yes. And this plans a crazy one."

Truffle said that Queen Chrysalis was planning to go back to Equestria in 3 days to attempt to take over again , seeming like the number of Changelings had increased, and there were a lot more of us. It was also absolutely required to battle against Equestria.

"But I don't want to." I said.

"I know, and that worries me..." Truffle faced the floor.

I knew why she was upset. All Changelings are supposed to be evil, and if they find one that isn't evil, they have to die. All Changelings are destined to grow up and fight for the queen. That is our only purpose. Nothing else. And then I got the strangest idea.

"Truffle, I got a great idea."

Truffle turned her attention toward me, clearly still upset.

"I'm not staying with the Changeling Army. I can't stay here, or I'll die. So I need somewhere else to stay. I was thinking I could borrow your computer for a Google Images picture of an Equestrian pony for my disguise."

Truffle nodded.

"I need to get one of those tattoos Equestrian ponies have on their flanks from that place down the street."
"Shifty, wait. You're getting far ahead of yourself here." Truffle interrupted. "No, Truffle, you don't understand. I have to do this."

Truffle nodded. "If you know what you're doing. Which I'm sure you do."

Chapter 2: C78463 (Shifty)'s POV

I got a disguise off the Internet thanks to Truffle and her computer. It was a light gray Pegasus with a long, black and indigo mane and tail with gold eyes.

"Not bad," Truffle said. "But it doesn't have a flank tattoo. "

"I know, that's why I have to go down to the tattoo place and get one."

I walked down the street to the tattoo place and got a flank tattoo. Everypony there, though, was suspicious of me for wanting a flank tattoo. But since I payed them, they didn't stop me. "Give me a tattoo on my flank of...." I tried to think of what I wanted it to be. What sounded cool, but like my name, I thought. Then I had it. "A mask and cape." The tattoo Changeling eyed me suspiciously, but did it anyway.

I went back home to show Truffle so she could edit it on to the disguise picture. "It looks great, Shifty." Truffle tried to muster a smile. She took a picture of the flank tattoo and edited it on to the disguise. I must admit, It looked great. I took on the form of the picture, and to make it more cool, put a mask on. "Whaddya think, Truffle?" I said, showing her. She nodded.

"Now tomorrow you'll need that form and that mask if you still want to do this. I'll print out a picture so you can use it." Truffle printed out the picture and gave it to me. "Thanks," I said. "What time is it?" Truffle checked her watch. "Whoa! It's 9:00 AM! I've gotta go." I said goodbye to Truffle and went to bed. I couldn't fall asleep, though. I just now stopped to think of what I was doing. "You're betraying your kind," I said to myself. "And your best friend." Poor Truffle. She was upset because she'd have to kill me if I went with the Equestrians. It was a lose-lose situation. If I stay, I die. If I go, I die. But If I hide...I won't die. I went to sleep on that thought, waiting until 3 AM to wake up.

I got up at 3 AM and took on the form of the picture, tied the mask on, and ran to Queen Chrysalis' castle to use her portal to Equestria. Once I got there, I turned it on, and went through. There was no going back now. I was on the edge of tears as I ran into the night.

Chapter 5: C78463 (Shifty)'s POV

When morning dawned on Equestria, I entered the town of Ponyville. And let me tell you, it was WAY different than the Changeling civilization. Instead of bad living conditions and practically NO sun, there was an enchanting smell of apples in the air and a beautiful, bright sun. Instead of a wave of evilness and jerkiness, Ponyville radiated with friendship and happiness. It seemed...almost too good to be true.

This isn't evil at all! Filly School was lying! But then I reminded myself why I was here: You wanted to defend this place from the other Changelings and the Queen. Now I knew why. This place made me feel happy inside. So I decided to go to Canterlot Castle to warn the Princess that the Queen was coming. I was running down the path to the train station when suddenly I bumped into somepony and fell down.

"Um...are you okay?" said a quiet voice.
I looked up. I saw a yellow pony with a long pink mane and green eyes. She looked a little shy for some reason.

"Uh, yeah. I'm okay." The pony helped me up. "So, where are you going? Oh, um...I don't want to seem nosy..."

"No, it's okay," I said. "I'm going to Canterlot to talk to the princess."

"The princess? Why?"

And I was about to tell her, too, but then I realized..."WAIT! Are you a spy?"

"Spy?" the pony seemed confused. "I don't think so..."

I sighed in relief. "Then would you believe me if I said that the Changelings have returned?"

The pony gasped. "Twilight needs to know about this!"

"Who's Twilight?"

"One of my friends. She can do something about this, but she'd need you. Let's go."

The pony took me to a Treehouse. I couldn't get to the princess, so I guessed that'd have to do.

Chapter 6: C78463 (Shifty)'s POV

As the pony brought me to the tree house, I stopped for a second. "So, how exactly can this pony help the situation?"

"Well, the last time the Changelings came, she got the real Princess Cadence back from banishment to help get rid of Queen Chrysalis. She's very capable, I must say." The pony replied.

"But then shouldn't I be going to where Princess Cadence is?" I asked.

"Oh, well, you wouldn't be able to get in by yourself. Twilight is good friends with Princess Cadence, that's why she can help you get in."

I finally understood, and I went inside the tree house with the pony. "Twilight," Up ahead, a purple unicorn dropped a book she was holding in her hand titled "The Element of Surpise". Oh, the irony. The unicorn faced me and the pony.

"Fluttershy! Gee, you scared me. And who's that?" she said, pointing to me. "Fluttershy," I thought. "So that's her name."

"Oh, this is...what IS your name?" Fluttershy asked me. Uh oh, i thought, I didn't think of a name. I decided I'd tell them my made up name, Shifty. But I needed an ending part. I looked at my flank to see what best matched it. Shifty...Shadow! Yes.

"Shifty," I said. "Shifty Shadow. Don't wear it out!"

Twilight walked over and held out her hoof. "Nice to meet you. I'm Twilight Sparkle." I shook Twilight's hoof. "Now, what brings you two here?"

"You can explain, Shifty," Fluttershy said, backing up. "Tell her what you told me."

I explained to Twilight the situation at hoof, saying that the Changelings have returned and that Equestria was in serious danger.

"Not again," Twilight said.

"It's true. You have to find this Princess Cadence and get her to stop Chrysalis again."

"Let's hurry to the castle. We should bring everyone else, first, because we can't do this alone."

Chapter 9: C78463 (Shifty)'s POV

"Wait a minute," I said, stopping dead in my tracks. "Who's 'everyone else'?"

"Our other pony friends." Twilight and Fluttershy said in unison.

"No, that's a bad idea." I said.

"Why?" Twilight asked.

"I mean, you're just letting me into the castle. And you're the only pony that can do that, right?"

"Well, yes, she is, but shouldn't every other pony know that the Changelings are here?" Fluttershy asked.

"No, because then everypony's gonna panic and that'll just make the situation worse!"

"No, telling everypony will FIX the situation! It will help the Princesses fight back!" Twilight said.

"WHAT IF IT'S TOO LATE?! WHAT IF WE'VE WASTED TIME SITTING HERE AND ARGUING WHILE QUEEN CHRYSALIS ALREADY TOOK OVER?!"

I hadn't noticed that I'd raised my voice. Twilight and Fluttershy looked stunned. I sighed, trying to calm myself down. "Well, maybe I should just do this myself."

Before they could respond, I ran off. What the heck is wrong with you, Shifty, I thought. You aren't really making a good impression.

"I can't go back over there now," I thought aloud. "After what I just did. Look's like I'm finding a different way into the castle. But how?"

My thoughts were interrupted, however, by an army of Changelings, yelling "FREEZE!"

Chapter 10: C78463 (Shifty)'s POV

Crap.

I stopped dead in my tracks.

I had to pretend that I had NO IDEA what was going on, hoping they'd buy it. "Changelings?!" I pretended to gasp.

"Don't even try that." The leader of the group said, approaching me.

Dang It, I thought. But I still tried. "I'm innocent, I swear!"

The leader rolled her eyes. "Don't act stupid, we have spies, you know."

Double Dang It, I thought again.

"Division," the leader started. "Go ahead and-"

"Uh, Miss General?" A Changeling in the Division suddenly interrupted.

"What is it?" The "General" answered.

"One of the Mushrooms in your garden got stepped on a second ago."

I gasped. The only Changeling I knew that had a mushroom garden...

"Wait...Truffle?" I was too stunned to say anything else. Was my "best friend" just about to banish me?

"Ding ding ding!" Truffle said. She then ordered the army to take me to the castle.

"Whoa, hey, come on, now. You're my friend, aren't you?"

Truffle stopped. "I don't know. I mean, I can't call someone my friend If they plot against their own kind, break like...3 parts of the Royal Policy, and totally abandon their best friend overnight. Does that sound like a friend to you?"

"I get it, Truffle, but-"

"Save it. I can't take much more of this today." And with that last statement, the army escorted me to the castle. I must be an awful friend, I thought.

Author's Note

You probably saw that twist from a mile away :derpytongue2: Lol.