Equestria Girls: Friendship Souls

by thatguyvex

Episode 228: Changeling Warfare

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Episode 228: Changeling Warfare

One hour earlier...

They were gathered in what had once been an antechamber adjoining Chrysalis’ throne room, prior to when said chamber came down with a bad case of exploding and been forcibly transformed into an exterior atrium. Tall ceiling and somewhat oblong, like many rooms within the Hive, this chamber now served as King Thorax’s meeting hall. He didn’t like calling it a throne room, as it still felt too much like the old ways. Meeting hall had a friendlier ring to it. It was a warm room, well decorated with vibrant plants, plenty of lighting from a few ceiling crystals and glowing fungi, and a big round table with many comfortable chairs set around it where any changeling could come talk to him about their ideas or problems. Thorax never thought he’d have to be discussing how to defend his Hive from a band of monstrous, soul-sucking ghost beings from another dimension.

“The sooner me and Trixie get started on the spell to hide this place, the better, but if we need to hear this, then so be it,” Starlight said, every inch of her bristling with the same tension they all felt. Thorax had already ordered the beginning of the glyphs to be made on the Hive’s outer walls, using instructions Starlight had written down for the work crews.

“If the invisibility fails, and there is a chance it will, then it will be for the best everyone with relevant ability was here for this,” Platinum said. She was at the opposite end of the table from Thorax, and he still felt an odd unease at the unicorn’s presence, unsure just how far he could trust her. She’d come here in disguise with his worst enemy, his former Queen, to steal one of these ‘Relics’ that he’d been hearing about. She was only helping now because they got caught, right? Yet practicality dictated Thorax could hardly turn aside any help, no matter how unlikely, or possibly untrustworthy. Speaking of which, his eyes flicked with even more uncertainty towards the two ‘children’ sitting to Platinum’s left.

Pipsqueak looked like a young, teenaged earth pony on the surface, all gangly, thin limbs, and a rather adorable brown patch of fur over one of his eyes in his spotty coloring. Yet the colt’s serious expression and the curved blade he had sheathed at his flanks through a black cloth sash bespoke of a soul much older than his appearance suggested. Next to him, even more disturbingly, the changeling girl who’d transformed into a ebony skinned humanoid Thorax was told was a ‘human’ gave him the willies. She wore a tight vest of white, belted in black across the waist of tight, knee length shorts. A heavy handed machete blade was sheathed through her belt. Her wild head of mohawk styled pink hair and glittering blue eyes definitely reminded him of the Ocellus he was familiar with, but where the Ocellus of his Hive was a shy, thoughtful, compassionate individual... this Ocellus had the rabid, jittery air of a feral cat ready to either claw your eyes out, or lick your hand, depending on her own mercurial mood.

If Thorax had doubts about trusting Platinum, trusting the daughter of the very monster threatening his Hive felt magnitudes less sensible.

But again, what was he going to do? Try and throw in her in the dungeon? Where she could easily break out, slaughter any guards he put on her, and leave to join her mother? His only real option was to take a chance on her, and her apparent flippant desire to go rogue from her mother’s forces, apparently purely out of fondness for Platinum’s son, Pipsqueak.

Thorax supposed he was the last person who should question the transformative power of love.

“Let’s make this quick,” Thorax’s brother, Pharynx, growled from his seat at Thorax’s left, his wings buzzing with agitation as he tapped a hoof on the table, “If the worst happens, how do we defend the Hive? Things went south fast in the Crystal Empire, and that was with only a few Arrancar and those puppet Reigai things.”

“While its impossible to guess exactly how many Arrancar the Segunda Espada will bring with her, I would estimate at least a hundred, if not several times that number,” Platinum said, eyes grim, “Just how many combat capable changelings are present in the Hive?”

There was a certain bitterness to the wry half smile Pharynx gave her, exposing his fangs, “When Chrysalis ruled, every changeling was ‘combat capable’. With her gone, a lot of us have adapted to civilian roles, but I’ve made a point of making sure everybug keeps some of their training sharp. My actual, dedicated guard force numbers about five hundred. That’s roughly one tenth the Hive’s population. The rest can fight, but I’d say at least a thousand are either too young or too old.”

“I really hope not every changeling has to take up arms,” said Thorax, but Pharynx shook his head.

“Its the survival of the Hive, brother. Nothing for it. I’ll take volunteers only, if it makes you feel any better. Anybug that wants to queue for evacuation, can, but I’ll be taking every able body that can and will fight.”

“How many will that be?” Platinum asked, and Pharynx closed his eyes in thought, really considering and weighing the minds and souls of those he’d come to know among his own people over the time since his brother took over as King.

“At least half. Plus my guards, that’ll be twenty five hundred changelings to make taking the Hive hard on that insane witch and her fugly children.”

“Hey!” Ocellus said, grinning without any real sense of insult, “Only about half of us are fugly. And my world’s Thorax is a serious lady killer.”

At the stares she got, she chuckled and added, “Not literally.”

“Defending the Hive means being able to weather what will be a withering assault of Ceros,” Platinum said, ignoring the banter and keeping her tone dead serious, “I was once Captain of the Division tasked with maintaining Soul Society’s expeditionary and long distance defense forces. We manned many distant outposts against Hollow incursion. An impossible task if one doesn’t have a means of strengthening a fortified position against Cero beams.”

Thorax shuddered, “I remember how powerful Chrysalis’ were. Surely her spawn can’t shoot beams nearly as bad...?”

“No, but even a weak Arrancar’s Cero strikes with sufficient potency to render conventional stone walls to rubble. I don’t know how strong the resin walls of this Hive are, but-”

“Not strong enough,” Pharynx muttered, “Not yet. I’ve already got crews working to reinforce them, but if what you’re saying is true, I’m not sure it’ll be enough. We’ll need a way to stop the enemy from just hammering us into dust from a distance.”

“Mom’s not some military commander trying to do crap efficiently,” Ocellus said, “If she just wanted everyone here dead, she could charge up a Gran Rey Cero from high above and crater this place in an instant. She, and my brothers and sisters, are coming to have fun, and that means taking their time. That means getting up close and personal.” She drew her machete Zanpatkou and ran a slim finger over the blade’s cutting edge, “It means tasting the blood in the air, smelling the fear as their prey piss themselves, and enjoying the screams haunt the air like a choir. They’ll use Ceros, sure, and Bala, and any other power they got once the Resurreccion start being busted out... but they’ll take their time and play. They won’t be trying to obliterate you all at once, quick and clean. No fun, that way.”

Trixie, speaking for the first time, breathed out, “Well, at least we’ll be getting slaughtered by stupid psycho murderers.”

Starlight put a reassuring hoof on the other mare’s back, “It just means it gives us an opening to actually defend the Hive, if the invisibility doesn’t work.”

“Precisely,” Platinum said, “The penchant for Chrysalis and her horde to engage in their own form of hedonistic violence, as horrible as it is, affords us a fighting chance. It means we can draw them into a trap.”

Thorax and Pharynx both leaned forward, the former intrigued, while the later was openly eager.

“What kind of trap?” Thorax inquired.


Blazing green, a torrent of emerald death, the Cero burned the air as it flew towards the top of the changeling Hive. Chrysalis had fired the beam from the tip of her Zanpaktou, more for style than for any amplifying power shunting the energy through her sword would achieve. She wasn’t trying to blow up the Hive, just take a good chunk of its top off, to create another nice hole for her children to swarm inside.

She supposed she should have expected Platinum to be swift enough to Flash Step into the Cero’s path, no less than a dozen meters short of impacting the Hive. The former Captain of the Sixth Division thrust her left palm out, cutting a downward motion that created a bubbling line of off white spirit energy.

“Bakudo Number Seventy Nine: Zoge no Hone Joheki!” (Ivory Bone Rampart)

Chrysalis knew this one, and so wasn’t caught off guard when twin fans of thick, stained white bones like a huge unfolding ribcage of a gigantic skeleton unfurled from the line of spirit energy created by Platinum’s palm. The ribcage undulated like a living thing as it caught the Cero, emerald destruction splaying out around it in a concussive fury. The bones bled from white to green, the splayed, sharp tips of the spiritual ribcage now glowing with deadly points of light of their own before firing back lances of power formed from the caught energy of Chrysalis’ own Cero.

It was a cute trick, but the returning bolts were slower than the initial Cero, and Chrysalis leapt skyward before they exploded across the ground she’d stood upon.

“Now, let’s see you do that while also stopping hundreds of my lovely children, shall we? Kids! Dinner is on, go get to feasting! Swarm everything and everyone, but when you find my counterpart just drag her to me!”

The air practically shivered with the resounding howls issuing forth from several hundred hungry Arrancar throats, and the flock of Chrysalis’ eagerly waiting horde descended from the sky like a cloud of ravens. Chrysalis herself locked eyes on Platinum and tensed to move in on the Soul Reaper, but found herself suddenly deflecting the streaking strike of a machete aiming for the back of her neck. Ocellus drove her machete Zanpaktou harder with both hands, but Chrysalis swung back harder, creating a shattering circle of broken air as she sent her daughter flying back.

“Trying to pluck my head off from the start? Cheeky, Ocellus. At least release your Zanpaktou, first.”

“Make me,” Ocellus replied with a wink, trailing her hand along her blade, drawing blood. Little droplets of red flung off her Zanpaktou as she swung it through the air, the small pearls of crimson turning into sparkling flower petal shapes that impacted upon Chrysalis like little knives enhanced with the speed and power of Bala.

Chuckling at the minor wounds, Chrysalis moved faster than even Ocellus could follow, a straight on Sonido that left her mother’s knee impacting her chest hard enough to bow Ocellus’ spine and send blood spurting from her mouth. Chrysalis’ own wounds were already closing by the time Ocellus hit the ground, and she turned to get a twin blast of frost and flame that engulfed her body.

Pharynx and Thorax had changed forms in wreaths of green fire, the former taking the shape of a fifteen foot tall, hairy white beast with bulging front arms ending in thick knuckled claws and bearing a leonine face of hefty tusks and ice blue eyes, while the later became a lava imprinted black scaled salamander creature with sharp ridged wins and glowing red eyes. Pharynx’s form emitted a howl of thin blue ice that merged with Thorax’s salamander body streaming a jet of flaming lava. Changeling magic from both brothers caused the opposing elements to strengthen each other rather than cancel each other out, and coated Chrysalis in a skin shattering layer of ice while also melting into her Hierro with equal intensity.

An impressed look crossed Chrysalis’ eyes, feeling the pain rip into her outer layers, but her regenerative prowess was keeping the damage superficial as she walked with swaying hips through the intense avalanche of heat and cold, dropping from the air suddenly with the force of a falling comet. Both changeling brothers parted to either side as she impacted between them, rock breaking under her and exploding in all directions as she spun once with her Zanpaktou and created a cutting circle of air pressure.

Diamond shields of magic appeared around Thorax and Pharynx, and Chrysalis’ air pressure slice impacted them with a splitting ring of thunder, but the barrier’s held and deposited them safely a distance away as Chrysalis cast a look at the unicorn responsible.

“Starlight, Starlight, do you really have time to worry about me right now?” Chrysalis asked, indicating her advancing horde with her Zanpaktou. In mere moments the Arrancar were already gaining the top of the Hive, swarming it like locust. Others went lower, seeking the hole she’d blown in the wall earlier, eagerly landing with blades bared, rushing towards the still smoking entryway.

A flicker of curiosity ran through Chrysalis’ head. She had expected at least some of the changelings to be putting up some resistance, but the guards she’d seen earlier had retreated into the Hive during her brief and ultimately pointless talk with their King. Were they just going to run and hide? No attempt to defend the walls of their Hive at all? Was this cowardice, survival instinct, or something else?

Before she could consider the matter further, she felt the sharp spike of Hollow power behind her, and spun just as the world burned a bright, neon pink. Her Ocellus’ Cero, strobing pink like the lights of her brother’s party club back in Hueco Mundo, smashed into Chrysalis’ Zanpaktou. It was a hefty beam, and Chrysalis did feel a warm pride in her child’s strength, even if it still paled compared to her own. The beam of pulsing pink energy exploded over her, throwing up a thick cloud of dust. Chrysalis frowned, knowing that had been intentional, that Ocellus had split the beam at the last second to make it explode around her.

Obscuring vision, but not her other senses. Mentally she tallied her opponents. Starlight, teleporting above her. Ocellus, gathering power, likely getting ready to use Resurreccion. Thorax and Pharynx... retreating? The brothers were moving away rapidly. And Platinum’s reaitsu had vanished, along with her brat’s, who had yet to do anything of note. Hiding?

This was annoying Chrysalis almost as much as it intrigued her. None of her opponents had strength to match hers, so they were trying to be clever, but what was their game? She was so tempted to just let them try it, out of eager curiosity to see what would happen. But she wasn’t here for anyone other than her counterpart, and that was a date with destiny she wasn’t going to let be delayed a moment longer than needed!

She targeted Starlight, blinking through the air with ungodly speed to appear through the dust cloud and flicker into view behind the unicorn mare. Starlight was floating herself through the air on an aura of teal magic, her horn ablaze with intense light as magical circles formed together around her. Chrysalis didn’t know what spell the mare had been charging up, and didn’t give Starlight time to finish, slashing her Zanpaktou at the mare’s back in a strike that would readily bisect her.

And in a sense, it did. Only what was bisected was not Starlight, but a solid mass of explosive magic that appeared in the space that the illusion of Starlight Glimmer had been standing in. Chrysalis, only able to vaguely sense magic, had no way of knowing what she was hitting, or telling an illusion from reality in this instance. The sphere of compressed teal magic, designed to blow up when struck by anything, did just that in an impressive maelstrom of power that lit up the night like a miniature, teal sun.

Still on the ground some distance away, the real Starlight gave a thankful look to the mare next to her, Trixie having appeared from a cloak of personal invisibility only moments earlier to combine her efforts with Starlight.

“Nice work, Trixie.”

“A showmare always delivers,” Trixie replied with a wink.

“Is that so?” Both mares looked up as Chrysalis’ jocular tone appeared from the center of the explosive bloom of magic, her own jade aura of reiatsu pushing back the magical energies from her body. She was injured by the blast, Starlight Glimmer’s own magic power considerable enough that the magic bomb had actually scorched skin and left bleeding sores over the Espada’s body. But those began to close quickly as Chrysalis pointed a finger down at the mares, “I may have some criticism about your performance. I hope you like honest feedback. Die.”

“That’s not really feedback-” Trixie began to complain, but was halted as Starlight grabbed her, throwing hooves around the other mare and rapidly casting a teleport as Chrysalis fired another massive Cero. Both unicorns managed to blip out of the way just before the impact rocked the Badlands with a tremendous mushroom cloud and shook the Hive so hard that one of its grasping towers crumbled.

“Sneaky unicorns with your silly teleportation,” Chrysalis grumbled, but pleased to see her children swarming into the Hive, using a few fissures opened up by that latest Cero to crawl into the darkness of the enormous structure. Still no resistance? Strange. And where in the cursed Hell did Platinum go? Chrysalis knew Soul Reapers could be skilled at hiding their reiatsu, like Luna and her Stealth Corps, but she hadn’t known Platinum was so skillful at it, too. It wasn’t as if Chrysalis couldn’t find her if she focused her Pesquisa enough, but that would take time and concentration.

I swear, if she’s going to find my counterpart and run, I’ll make Platinum’s death even slower than the bitch’s will be.

But even as she thought that, she got an answer to what her enemies were up to, an answer in the form of three sudden and significant bursts of energy from three different locations.

One she recognized easily, evening hearing her daughter Ocellus’ distant voice releasing her Zanpaktou with an intoning chime of, “Grow wildly; Hieba Mora.” (Nightshade)

That eruption of spiraling pink energy and its subsequent fall of pink, dust like fluttering cherry blossoms signaled her daughter entering Resurreccion. It was a powerful reiatsu, worthy of one of her trueborn, equal to taking a place among the lower numbers of the Espada, but nothing Chrysalis felt she needed to fear. Ocellus could give her a bit of trouble, but nothing serious, just a delay of the inevitable.

But the other two explosions of power were concerning, if for wholly different reasons. One she knew all too well, and the other was as unfamiliar as it was surprisingly strong.


Pipsqueak didn’t blame the others for their trepidation with his mother’s plan, although Pharynx was the outlier, giving a nod of approval across the meeting table.

“It’s workable.”

“I don’t know, brother, to let them inside the Hive?” Thorax said, “It seems entirely too risky, especially since we don’t have the evacuation tunnels fully finished...”

“They will be if we tell the burrowers to cut short just outside the Hive. Transformed into small critters, evacuees can get clear from there,” Pharynx replied, turning a hard eye towards Platinum, “Assuming you’re, uh, what’d you call it?”

“Bankai.”

“Yeah, assuming your Bankai can do what you say it can. If you’re not overestimating yourself, this’ll give us a shot at putting some serious hurt on the Arrancar when they come rushing in, not knowing what they’ll be up against.”

Pipsqueak spoke quietly, still absorbing what he’d just heard a minute ago, “I still can’t believe I didn’t know this. I’ve only ever seen you use your Bankai in demonstration.”

His mother gave him a wane smile, tinged with a bitter humility that he didn’t mind seeing on her, “I haven't used this form much outside of times I’ve joined my Division in rare border defenses. Hah, in truth, it's what my Bankai is ideally suited for. One on one duels are an inefficient use of it, which is why, I suspect, my pride made me so vulnerable to losing to that young Substitute Soul Reaper. But here, now, in what penance I can offer, I can use Fuyukogo’s true power to her utmost, in the way she was meant to be used.”

“And if this works the way you say it will, it means the rest of us will be able to focus on keeping Chrysalis busy long enough for our other surprise to get themselves ready,” Starlight said, giving Thorax and Pharynx and meaningful look.

Thorax looked at his brother with a firm nod, “I would have liked to have had more time to practice, but I think we can do it. And as long as we do, we can handle Chrysalis on the outside, while Platinum deals with the horde that will be trapped inside the Hive by-”


“Fuyukogo Sodaina Kyuden - Kyoryokuna Chuton-chi.” (Grand Palace of the Winter Empress - Mighty Garrison)

The words left Platinum’s lips with a sourly nostalgic feeling. She could only make use of her Zanpaktou’s full and proper Bankai when she was not fighting alone, but alongside others, when a particular area or territory needed to be defended. As a purely offensive Zanpaktou, Fuyukogo was capable, but in truth, ultimately fell short of other blades in that same category. Its true power only shone through when brought to bear in defense.

When the Bankai’s name rang like drifting, cold cracks of glacial ice through the air, the Arrancar that heard it briefly faltered. Chrysalis’ horde had been making their way into the Hive with the reckless, salivating abandon of hungry wolves on the hunt. Half had entered the upper halls of the Hive, rushing forward into the poorly lit darkness, eagerly sniffing for souls. They could certainly smell the changelings at this close distance, and knew their prey was nearby. The Arrancar, near in a frenzy, could sense the huge gathering of souls deeper down in the Hive... not in the upper levels, but further down. Not thinking, many scrambled in search of passages or stairs leading down, or began to charge blasts to blow holes down themselves. Only a few hung back, sensing danger.

The Arrancar still outside, clinging to the walls or landing on the room, realized the threat sooner, for they saw the unicorn in Soul Reaper black robes. Saw her alight in the middle of the Hive’s vast roof space atrium, her gleaming talwar of cold crystal blue being inverted as she stabbed it into the roof of the Hive. They heard her whisper the words to her Zanpaktou, ‘Bankai’, and knew they’d be drawn into a trap.

Half of the horde was inside, and half was outside, as Platinum’s Zanpaktou burst in a blue white flash of sub-zero power.

Ice erupted outwards from the center point where the sword had been stabbed into the Hive. Faster than crashing ocean waves, the pale blue ice grew along the Hive’s walls and curves, flash freezing more than a few Arrancar that had been too close to the immediate epicenter of the blast. Inside and out the Hive grew cold. Interior corridors turned to mirror polished lines of frost. Hanging plants became bladed icicle wreaths. The roof grew a large plane of expanding ice around it that turned into a sloping dome, with large claws of ice larger than castle towers anchoring the Hive to the also freezing ground. Rising up from the roof of the Hive was the multi-storied height of an ice born pagoda palace, yet its form was merged with the Hive’s own curling spires as if naturally forming its own architecture, the palace itself taking on Hive-like qualities as its edges grew sharp and its walls took on an almost organic quality.

And, directed by Platinum’s will, walls of ice rapidly closed off the fissures and openings that had been created in the Hive. Other walls formed in swift flashes of chill, cutting off the Arrancar inside from lines of retreat, separating groups from one another, and isolating them in various enclosed boxes within the empty upperlevels of the Hive.

Well, formerly empty. Now, the changelings struck at the still confused Arrancar.

They poured from hidden chambers, trap doors built into the floor or ceiling. Like nightmare alien creatures from a sci-fi movie, the warriors of King Thorax and guard captain Pharynx came bursting from every dark wall crevice and ceiling hole possible. They adopted a myriad of hunting forms, many taking the shapes of great, terrible insects with scything claws and fierce mandibles. Others preferred sleek panther or lion shapes, while others adopted bulky, horned forms from a dozen deadly species. One and all, however, the changeling warriors leaping into battle were coated in armor of ice, their natural weapons enhanced by glowing blue rimefrost that contained the very spiritual energy of Platinum’s Bankai.

A torrent of immediate, violent close quarters battle erupted among the trapped pockets of Arrancar, who quickly discovered two things. One, the tight quarters greatly limited their ability to use Sonido to evade attack, especially being suddenly very, very outnumbered and surrounded. And two, the talons, claws, fangs, and horns of the transformed changelings were now brutally effective against their Heirro due to the spirit frost covering the changeling’s bodies.

This form of Platinum’s Bankai was not ideal for one-on-one fights, for her own spirit power was spread out to those she enhanced with it, and the extra control she gained over whatever ‘territory’ she merged her Zanpaktou with. A measure of her concentration had to be spread throughout the merged territory, where she had unparalleled control to use her ice to alter whatever landscape or fortress she merged her Bankai with. Furthermore, those she deemed her allies she could feel like flakes of snow upon her consciousness, sharing a sliver of her spiritual power to coat their arms and armor in Fuyukogo’s potent frost. In this way, she could turn any bastion and garrison into a mighty bulwark against an invading foe.

As a means of defending a stronghold from a Hollow attack, it was an ideal Bankai. Platinum was ashamed how rarely she had used it in this manner, instead seeking vainglorious duels.

Being comparatively weakened herself, and still having half a horde of Arrancar up top to deal with, she had her work cut out for her. It didn’t take more than a moment for Chrysalis’ children to regain their senses, overcome surprise, and hone in on the lone Soul Reaper unicorn in their midst. With a chorus of howls she was rushed by a staggered line of Arrancar. Weakened or not, she was still a Captain using her Bankai. The Arrancar could not find her to be easy prey.

She met the first howling Hollow at the foot of the wide stairs of blue ice leading up to the throne that sat at the base of her fortress. Her frosted white and blue war dress of ice glittered under moonlight, the faint crown of frozen icicles in her hair creating a ringing sound as she drew Fuyukogo’s blade in a shining horizontal arc in front of her. A sharp sheet of ice like a great circular blade slashed out from the talwar, bisecting the first Arrancar clean through the midsection and white frost writhed over the body in an eyeblink. Others behind their slain comrade leaped up and outward from the burst of further ice that rose up in jagged chunks from Platinum’s slash, and a dozen hands were surrounded by red, pulsating spheres of red. Balas smashed down at Platinum, and she danced in even strides up the steps of her Bankai’s palace, flicking blue arcs of icy power from her Zanpaktou that froze the Hollow’s reishi bullets as they fell towards her.

The Hollows didn’t seem to care, all laughing and singing to one another as more and more converged.

“Gut her, grip her, surround and beat her-!”

“Slay her, gore her, stomp on her head!”

“Gnash her, gash her, flay off her skin!”

“Grind her, blind her, tear out her eyes!”

They dropped upon the steps like a parade of butchers, surrounding Platinum. A hatchet blade went for her neck and she sidestepped, feeling hair part from the near miss of the edge just as she slammed a heel down to make a long rod of sharp ice snap out from one of the steps and impale the offending Arrancar through the sternum. In the same moment two other swords cut at her from behind, and she spun left, feeling one take a bite from her left arm even as she gripped Fuyukogo’s long heavily curved blade in both hands and swept it in a heavy left arc that severed arms in a frozen blast that sent both attacking Arrancar flying back to be broken against the wall of her palace.

Another Zanpaktou cut at her hip, a shorter Arrancar rolling under the bodies of its fellows to cleave past her. Her eyes narrowed with cold fury, and sharp arrows of ice sliced down from above to riddle the attacker and fill the steps around her with their deadly hail. The ramparts of the palace had filled with ice sculpted archers in cold blue samurai armor, longbows forming gleaming arrows of ice as a new volley was loosed. This bought her a short moment of breathing room, but only a moment as the Arrancar flickered away from the lethal barrage and began to retaliate, a full score lining up bloody red orbs before discharging a frightful wall of Ceros at the palace walls.

Platinum raised her Zanpaktou and from the top of the palace steps a thick wall of ice shot up in an instant. The Ceros blasted into it with a concussive series of blasts, and the ice cracked from the wall. But even as the wall crumbled, Platinum jumped up on the largest block and as it landed on the steps, she rode it down into the onrushing enemy, who continued to fire Ceros. She knocked aside one, then a second, even as others blasted into her palace. With a graceful flip, she evaded a third Cero and kicked the ice block she’d been riding down. The block shattered, and shaped into a cluster of icicles shards that tore into the Arrancar like an oversized, point blank shotgun blast, ripping several to frozen red chunks.

Yet more were coming, and now Platinum was hearing the dreadful intonings of releasing Zanpaktou as many started to release their Resurreccion.

The first of these to come at her was a thin, long limbed male whose body was the hub of a blossom of several dozen spider-like appendages that all were far longer than normal and bent at half a dozen different clicking joints. With spear tipped points, this Arrancar brought his many deadly limbs at her in a flurry, but before Platinum was able to react to defend herself, a voice spoke loudly and in the same instant a fast flung point of metal flashed past her face and impacted the Arrancar’s chest, throwing them backwards.

“Raise your head; Haru no Hinode!” (Spring Sunrise)

The weapon was a beautiful silver edged gladius blade with a bright, green leather hilt, with a long and elegant chain of small silver links extending from it. This chain connected to a shield, a small, rounded buckler that was attached to the left arm of Pipsqueak. The buckler itself had a green scabbard melded to it, where upon a tug from the chain he retrieved the gladius from the thrown back body of the Arrancar he’d impaled and quickly sheathed the sword. Upon doing so, a gleam of warm, healthy green energy seemed to fill the buckler, which when he drew the gladius again the weapon now had a picture of a cherry blossom etched at the base.

And like the changelings battling below, the young colt had a glint of blue frost around his body and weapons, Platinum’s Bankai enhancing his power.

The changeling he’d struck still lived, although with a fresh hole in lower right half of his stomach that he clutched with his own clawed hands as the spider legs around him writhed and hoisted him up, the Arrancar spitting blood as he glared at the colt who’d injured him, “Gonna spear out your eyes for that, you little twerp!”

Pipsqueak’s mother flicked her Zanpaktou and sent the Arrancar skittering away with a series of hammering spikes of ice that burst from the floor, then cast a frown at Pipsqueak himself, “I told you to stay inside the palace and only come out if I needed help.”

“You did, mother, and you do,” he replied, with a look of resolve on his face that made Platinum think of his father, Flash Magnus. Pride and worry warred in her heart, and practicality stepped in to win out between either as she saw the Arrancar with freshly released Resurrections slamming down around them in a tableau of monstrous visages.

“So be it, but stay close to me,” she said as she vanished and reappeared back to back with her son in a swift Flash Step, “And fight well.”

Pipsqueak hid his own fears well, all too aware that as dangerous as his own situation was, Ocellus was facing her mother and was in a lot more danger than he was. She had to practically smack him upside the head to get him to agree to let her take care of her own fight, remembering her sharp but affectionately tinted words of warning.

“You’re better off helping your mom kick around my siblings. You get stuck between me and my mother, she’ll use you to get to me in a heartbeat.”

Pipsqueak’s own spiritual senses were far from the sharpest or most developed, and the air practically hummed with the layers upon layers of different Hollow reiatsu blanketing the area. Even so, he still just barely was able to pick out the distinct starburst spike of Ocellus’ reiatsu over the din of other pressures. As he and his mother braced for the assault of the Arrancar around them, Pipsqueak soundlessly worded a hope for her safety, then all of his focus was on keeping himself alive amid a whirlwind of death.


The brothers both knew they had seconds to do what needed doing. The Hive was now a blindingly bright bastion of shimmering ice, Platinum’s Bankai doing its work to spring her side of the intended trap. Within, changelings would be battling tooth and claw to make the Arrancar pay for every bloody inch of Hive they set foot into. In order for that to matter a damn, however, the horde’s leader, the Espada Chrysalis, had to be kept at bay.

Neither Thorax or Pharynx were truly under the delusion they could kill her, although both were resolved to give it their absolute best shot. They also knew full well that fighting her as they were was ultimately pointless. They’d tried that and failed in the Crystal Empire. No, this fight required something different, a desperately concocted idea that Thorax had come up with and Pharynx had reluctantly agreed upon to try. For hours every single day since the fateful fight in the Crystal Empire, the brothers had trained together, not only to increase their strength and the potency of their inherent changeling magic, but to learn to synchronize their magical auras with one another.

As planned, when Ocellus had used her Cero to create a massive dust cloud, Thorax and Pharynx had moved as far as they dared from the fight. Thorax was still in the shape of a winged, super-hot Lavamander, while Pharynx was in the frosted, white-furred form of an ancient Primal Yeti, a primitive ancestor to the modern variant that once filled the would-be Storm King’s forces. They had adopted these forms not because they thought the combined ice and fire attack upon Chrysalis would do much damage, but because these forms, with their opposite natures, actually made synchronizing their magic more potent. Not easier, not at all, for the fire and ice aura’s naturally opposed to one another. But in that conflict of clashing elements lay the spark of power.

In a cascade of emerald fire, Thorax and Pharynx assumed their changeling forms, but kept the fiery red and frozen blue auras of the flame and ice about themselves. The brothers looked at one another, Thorax offering a barely perceptible smile of encouragement, which Pharynx took with a surly nod.

“Nothing for it, let’s do this,” Pharynx aid, and held out a hoof to his brother’s chest, a gesture Thorax mirrored. The pulsating and hot aura of red that surrounded Thorax began to mingle with the firmly buzzing aura of cold blue around Pharynx. Their chests began to glow from within, magic coursing from their cores and into one another.

Thorax felt the chill rush of his brother’s thoughts. The pure anger at the Hollows for threatening their peaceful home. The painful regret at knowing even now his warriors were fighting and dying. Desperation for any power to save them. Thorax’s own thoughts and feelings, much akin to his brother’s, flowed into Pharynx. The heavy burden of rulership he didn’t yet felt he’d earned. The overwhelming desire to protect all of their people. Even the trickle of doubt that the Queen he so cursed should have been handed over, colliding with the resolve that even she didn’t deserve the torture the Second Espada would inflict.

Even with the time they’d used to train for this, it was hard not to fear the mixing of thoughts and magic. There was an instinctual fear of losing oneself, but only for a moment. In truth, as Thorax had theorized, this process was not unnatural to changelings. In fact, this may well have long been a hidden mechanism for the species to defend itself; to fuse champions of equal heart and mind together into a single warrior, with might and magic greater than the sum of their parts.

Soon the two forms of the brothers began to take on an indistinct, incandescent shape as the solidness of their flesh turned to twin fonts of blindingly bright light, only their faintest outlines visible within the coronas of magic flowing into one another.

Chrysalis saw what was happening, of course. While the releasing of Platinum’s Bankai, and the unusual way it had merged with the changelings’ Hive was a concern, Chrysalis didn’t cast doubt upon her children’s ability to deal with the troublesome ex-Captain and whatever resistance the bugs within their Hive were putting up. Already she could feel her brood releasing their Resurreccion, and knew that however many might die, there was still going to be a glorious amount of chaos and slaughter occurring in the Hive. And Platinum could be dealt with at any time. The two irksome unicorns had teleported away, unlikely to have fled, but not an immediate concern.

So with eyes burning bright with murder, Chrysalis honed in on the much clearer threat of the two changeling brothers, the mirrors of her beloved sons, who clearly had a brand new trick up their sleeves. Tempted as she was to let them finish, and truly she was curious to see what the result of this seeming merging of energies would lead to, practicality won out in the end. She really did just want to kill her counterpart. All this other theater was entertaining, but draining. It’d been a long night, having first fought that remarkably troublesome Reigai of Zecora. Even her bountiful reserves of reiatsu had limits. She wasn’t at those limits yet, but if she wasted too much time...

With such thoughts in mind, Chrysalis braced her legs on the air she stood upon and launched herself towards the glowing point of power where Thorax and Pharynx were. Her sword drawn back, she aimed to slice right through the pair to halt whatever they were doing.

A mere five paces from reaching her target, Chrysalis felt a pearly pink boot collide with her side with an air rending impact. She wasn’t thrown back, however, for she’d twisted with the blow and dragged her foot hard on the air particles to halt herself. Her sword lashed out in a lethal flash, so fast and brutal it carved a long, sundered gap through the Badlands. It also cut the flesh of the one who’d struck her, leaving a wet gleam of red blood on her blade.

“Ouch, should’ve known you’d be too fast to catch unaware, huh mom?” Ocellus said teasingly, examining the wound cut into her right thigh, the gash coursing with a crimson trickle.

Chrysalis’s lips parted in a lip licking smile. For a moment she admired her daughter’s audacity, and the shape of her Resurreccion. She’d had such rare occasion to see it.

Transformed, Ocellus resembled very much a being of some dark fey legend. Pale blue skin ran to shades of green and red as a wide skirt formed of large flowery petals extended down into twin tails, the edges of the petals glinting sharp as metallic razors. Her legs had the jointed and chitinous elements of a cicada, but still otherwise were humanoid, ending in thigh high, carapace-like pink heels with wicked spikes. Her top was similarly clad in metal razor flowers that covered her chest and arms, extended out to notable flower pods upon her elbows. Sharp clawed hands carried a three meter wide ring of sharp metal joined at the center by a vine-shaped handle. Trailing from Ocellus’ back was a quartet of long, trailing, ropey vines that ended in smaller metal razor rings, each about a foot across. Her face and flaring pink mohawk was largely unchanged, save for the fact that bands of pale green vines bound the hair into a braided tail.

“My precious flower has truly blossomed. It’s a shame your other mother never got to meet you,” Chrysalis said wistfully, before throwing herself at Ocellus with a headlong blur of speed and power. She kicked hard with her right foot, a thunderous strike with a conical wave of force behind it. Ocellus ducked back, the razor ring in her hands spinning to deflect the kick in a shower of sparks. Chrysalis hooked her leg around the ring, ignoring the way its sharp edge cut into her calf, and took her sword in both hands to cut down at Ocellus from shoulder to hip.

The vines on Ocellus’ back shot forward with viper quick speed, the rings upon them impacting on Chrysalis’ sword to deflect it away, but Chrysalis’ strength was such that all this did was cause the blade to cut a chunk from Ocellus’ right arm instead of split her down the middle. Ocellus grunted in pain, but lost none of the eager light in her eyes as she twirled her razor ring and like a crazed ballerina moving at lightning speed she spun into a series of slashes. Chrysalis spun as well, dancing with her daughter as she gave elegant and swift parries to each seeking slice of the razor ring.

Then Ocellus used her bleeding wounds, running the smaller blade rings upon her vines to coat them with her blood.

“Danza de Petalos Carmesi!” (Crimson Petal Dance)

The vines twirled and flicked in a red and green blitz of rapid slices through the air. Each slice sent droplets of Ocellus’ blood flying, which then burned bright into a surge of stinging red bolts of Hollow energy like thousands of razor blades shaped like rose petals. It was akin to the attack she’d used earlier, only in far greater volume, the difference between a squirt gun and a firehose.

Even Chrysalis could not wholly deflect the torrent. She zipped back and forth with Sonido, her sword a haze around her that cut down much of the crimson swarm, but her flesh was still sliced in dozens of places. As her blood flowed, Chrysalis breathed out a genuine laugh and let her body grow bright with her own aura of green reiatsu, “Beautiful, but not enough. Allow me to return your gift of pain.”

She brought her Zanpaktou to her mouth and dragged her tongue across its biting edge, her tongue lolling out longer than a natural one should, and becoming drenched red with blood. Rather than let the small cuts on her flesh close, she held back her regeneration to let the wounds weep freely. Green power sparked along the injuries, and her tongue, mixing then with arcs of blue power as she charged multiple spheres of energy across her wounded form.

“Sangre de Reina Bala.” (Queen’s Blood Bullet)

A veritable flood of Bala shot forth from Chrysalis’ open wounds, jade cores of concentrated Hollow power coated in a blue aura very much like that of a Gran Rey Cero. These bullets of reiatsu were no mere low-powered shots as was with most Bala, but rather each carried the explosive punch of something much closer to a Gran Rey Cero, but with all the speed and wide spread effect of a barrage of Bala. Detonations spread out across the ground below where she stood and ripped apart the landscape and air in a tidal wave that went for both Ocellus and where Thorax and Pharynx were standing. It was the kind of barrage of earth shaking force that would have torn down the side of a mountain, rendering it into smoldering and broken hills.

Ocellus had no choice but to dodge, flying up so fast that even with Sonido there was a trail of sonic booms left in her wake. Even so, the Sangre de Reina Bala followed her upwards as Chrysalis aimed her barrage high, forcing Ocellus to burst left and right with cloud dispersing force to try to shake them. She almost evaded the whole cluster, but a final trio of the potent Bala slammed into her back at the last, one after another. Ocellus cried out, parts of her thickly protective flower dress tearing under the assault, blood flowing from open burn wounds on her back and chest.

As Ocellus lost her focus for a moment and began to fall from the sky, Chrysalis aimed her Zanpaktou towards her, the baleful light of a green Cero charging up at the tip. “If you survive this, then do try to crawl away before I’m done with my counterpart. I told no lie when I said I’d no longer coddle you, daughter. Live... or die.”

Just before she fired, something grabbed her arm with enough force to bruise muscle and crack bone, even through her Hierro. She caught a flash of something the dark greenish blue of the ocean just after sunrise, before she was hurled into the ground with such speed and impact that she could feel the ground undulate beneath her like the water of a lake rippling from a stone being cast into it. The collision rocked her from face to foot, and Chrysalis could feel the stone under her yield by layers.

It took Chrysalis a few coughing moments to catch her breath and shake herself off, standing up amid a twenty foot deep crater. She could feel torn muscles in her limbs and cracked bones filling her with their delightful burn of raw pain. The pain didn't last too long as her bodily injuries were regenerating swiftly, but by now her form fitting white dress was tattered to the point of uselessness. She debating just ripping the garment off, but decided she liked the bloodied look of it. Casting her gaze upward, her eyes gained a consternated narrowness, “I suppose a few Bala, no matter how empowered, wouldn’t be enough.”

She leaped out of the crater, alighting in the air in front of her new opponent. Her eyes looked over him with appreciation, the casual stance she took on not hiding the tightness with which she now gripped her Zanpaktou, “A handsome combination, as is to be expected. Best of both worlds. I wonder if I can teach my own boys this trick. So... what am I supposed to call you now; Thorax or Pharynx?”

A voice that was an overlapped mixture of two replied with a sense of energized confidence, “We thought about that. Thorynx doesn’t really roll off the tongue smoothly...”

He, or ‘they’ perhaps, stood with a quartet of wide spread wings of sparkling magenta, overcast with a carapace of swept back shell colored like a dusk sky, sharpened to curving points at the tips. His tall, statuesque frame was mainly colored a striking midnight green, bordering on brighter hues of magenta around where his thick neck met an armored chest plate of chitin set with six bright stones of crystal arranged in a joined set of twin Vs. His four toned legs had armored bands of magenta chitin, like bracers, set with further crystal stones. Two horns curled up from his head, one lined behind the other, and were bordered by twin antlers that rose and curved back several feet from his noble scalp, each the color of vermillion. His eyes were twin toned, a darker ring of purple surrounding a brighter inner orb of shining violet. A strong, pulsating aura of blue and red magic fluctuated around him with an intense fury, shaking the air with a powerful wind force.

“So,” the fused warrior said, “I think we’ll go with Pharax instead.”


Within the confines of the Hive, a pitched and savage struggle was taking place, among the most violent of that night’s clashes between invading Hollow, and defending Equestrian. The presence of their savage mother was pushing the Arrancar of Chrysalis horde into a true blood frenzy, and many threw all caution to the wind and released Resurreccion forms in a shaking series of explosive reiatsu surges that shook the whole Hive with a terrible rumble. Had Platinum’s Bankai not been infused into the very walls of the Hive the entire structure may have collapsed from the release of scores of Resurreccion all at once.

In turn, the defending changelings adopted ever more predatory forms, and tore into their transforming foes with singular purpose and the kind of viciousness that had lain dormant in their souls since their own oppressive Queen had been deposed. Friendship and the lessons of Equestria had its place here, in the way each changeling fought protecting comrade and family, but so too were the hard teachings of their own Chrysalis fueling the manner in which every dirty trick possible was employed to bring the enemy low.

A group of Arrancar, ripping bloodily through one defensive line, found the changelings in front of them swiftly retreating, and howling for blood they Arrancar followed down twisting corridors. That was, until in a wider oval passage they found holes opening all across the resin walls and spewing thick gushes of burning liquid filled the chamber. Dozens of changelings had transformed into Acid Bomb Beetles the size of cows and vomited streams of dissolving liquid vastly stronger than normal acid against the trapped Arrancar, whose Hierros were not strong enough to keep their skin from melting. Ceros were fired, walls and changelings alike blasted apart, but still the acid came, until nothing alive moved in the chamber.

In another place, an Arrancar transformed into a naga-like shape with hands turned into writing masses of biting snake heads had several changelings in his biting, squeezing grasp. These changelings in turn transformed into even larger snakes, huge anacondas that wrapped the Arrancar in turn and held it in place at the cost of their own blood as their comrades leaped upon the bound Hollow, claws and talons ripping and tearing with efficiency, the frost enhanced weapons piercing Hierro and flesh alike.

A single changeling, in their natural form, feigned a weak run down on hallway, chased by another pack of Arrancar. Seeming to trip, the changeling transformed into a tiny flea, scurrying into a hole just as the ceiling dropped out above the Arrancar and an entire score of changelings lying in wait in the form of giant, incredibly venomous spiders fell upon the unsuspecting Hollows. Swords swung from Arrancar, Balas shot, and one even fired a point blank Cero, all while terrible venom from dripping fangs impaled them and turned skin bloated and purple. In the end Arrancar and changeling alike died, leaving a hallway of bodies, with only a few changeling survivors picking themselves up and scuttling away, to join the fray elsewhere.

Again and again such events were playing out across the upper levels of the Hive, neither side giving way, both suffering greatly. And more and more the Hive shook, juddered, and was rocked by explosions, dripping dust and bits of broken chitin on the worried heads of those changes down below, lined up for evacuation.

“I... I hope we’re winning,” said a worried adult male changeling with a bright blue carapace, he and his family one of many in the crowd of several hundred changelings filling a lower corridor near one of the evacuation tunnels. Changelings were being ushered through by a small handful of guards that were assigned to watch over the evacuation, but because the tunnels themselves were still being dug, they couldn’t send everyone through all at once, staggering the groups as the work crews began to make exits to the surface nearly a kilometer away from the Hive.

Beside the male changeling, his mate, a pink colored female with bright blue jewel eyes, held her daughter and nodded, “We should be up there, Lampyris.”

The male looked at her, shame burning his features, but also a certain strong willed protectiveness as he glanced at his daughter, “Noctiluca, we’re parents first and foremost. We can’t just...” he saw his daughter looking at him and gulped, “We can’t risk leaving Ocellus alone.”

Ocellus said nothing, and with a bit of shame of her own looked away from her father, not wanting to make him feel so self conscious about the decision to join the evacuees. Pharynx’s call for volunteers had carried no stigma for those that choose flight over fight, especially if they had children to think of. Ocellus’ parents were part of the guards, but having Ocellus gave them every right to choose to evacuate. It wasn’t a question of courage or cowardice. Most of the changelings in the evacuation lines were those who’d had children of their own since Queen Chrysalis had been deposed, or adopted younger changelings as children. For the changelings it was important to make no distinction between the two. Children were children whether you took them in or laid the eggs yourself. And Ocellus had been so young she honestly wasn’t sure which she was in her case, and didn’t honestly care. Lampyris and Noctiluca were her parents; simple as that.

Noctiluca held Ocellus tighter, sighing, and looking up with a mixture of frustration and fear as another rumble shook the corridor, dust falling from above, “I know, dear. I just... hate feeling so powerless. This feels like abandoning our duty, but...” Her hooves gripped more strongly around Ocellus.

Ocellus felt the same, hugging her mother back. She knew Vespid and Fuller were with their families, but also knew their parents had volunteered to fight. Somewhere above, her friend’s parents were risking their lives to project them, along with over two thousand other changelings. How many would still be here by the time this was over.

And did I not do enough myself to help? What if... what if she could help?

The question hung like a thorn right between her eyes. What if Queen Chrysalis could actually help? Their last conversation hadn’t given much hope of that, but still... Ocellus couldn’t shake the feeling that the former Queen was teetering on the cusp of something. She’d come for that thing she called a Relic. It was supposed to be powerful. Chrysalis was terrified of her Hollow counterpart, but even so... if she had power, if she had the choice, would she...?

But Ocellus couldn’t leave her parents. If she slipped away, they’d freak out. They’d certainly come looking for her. She’d be putting them in danger. She couldn’t do that. Could she? To possibly save everyone else?

As indecision wracked the young changeling, the explosions got louder, and the rumblings got closer...


Chrysalis felt the Hive shaking, even as deep as the dungeon cells were. She had no idea of her guards were still outside, or if they’d gone to join the suicidal defense. Misery and fear mixed in an ugly muck in her heart, knowing that she was trapped and that death was approaching closer by the minute. She wondered if that foolish child was smart enough to evacuate with her family from this mess? Then she wondered why she cared.

Ever since she’d met that brat, what little sense of self assurance Chrysalis had managed to wrap around herself after her many failures had been frayed to little more than a thin cloak of painfully false bravado and spitting anger. She couldn’t even pretend to having some grand, vengeful scheme here. She was just a trapped idiot waiting for her execution.

While the guards had unbound her limbs so she could pace her cell, a coating of resin had been put on her horn, specifically enchanted by Thorax to suppress a changelings transforming powers. Otherwise she’d have turned into some powerful, burrowing creature and been gone from this place. Now, all she could do was kick the thin, green resin barrier to her cell in a futile gesture. Futile, until a sudden, hefty shaking from some large explosion from above loosened the structure of the wall along the left of the cell at about the same time she gave a frustrated double-hooved buck. The resin door of the cell broke free along the cracks on the left, just wide enough to become loose.

Chrysalis starred with blinking incomprehension. Then another rumble from above shook her from her stupor and she flung herself at the door, hard as she could with her shoulder, ripping the rest of the resin covering free. She flopped out into the oval chamber of the dungeon, multiple cell doors around her, and an open archway across from her. Breathing heavily in a heady combination of adrenaline from fear and excitement, Chrysalis desperately tried to think while waiting to see if the guards would come.

But none came. Was the battle too loud for them to hear her escape, or had Pharynx taken every fighting changeling above to battle to their doom?

More importantly; what to do? Escape, obviously! But if there was a battle as apocalyptically bad as she imagined taking place up above, then getting away wasn’t going to be easy, especially with her horn being blocked from using her transformation magic. She couldn’t just break the resin coating, either, as it was hard enough that Chrysalis knew that in order to break it, one would practically have to break one’s own horn off in the process. She knew this because she was the one who designed this type of enchanted resin herself, to punish disobedient subjects. Some small part of her was twistedly satisfied that Thorax had learned the technique to employ himself.

Seems he learned at least one thing from her, at least.

I won’t get far without the ability to transform. I need it to sneak away before that madwoman finds me! Not to mention... Chrysalis frowned, eyes narrowing, her gaze shifting left, then right. Her hoof went to rub at her head, trying to pinpoint the familiar, headache-like pressure.

Her Relic. She wasn’t leaving without that. And she could sense it nearby, on this level somewhere. And, with a faint bit of shocking realization, she realized she could also sense her Bakkoto! Platinum’s attempt to teach her spiritual senses seemed to have slightly rubbed off. Both her Relic and that weapon Starlight Glimmer had given her had to be locked away somewhere down here. If she got ahead of both, she could probably remove the resin from her horn without damaging it.

Then, escape. Right?

Of course escape! Why did her brain even consider for an instant anything else? And why, as she crept with shadow slick quietness through the dungeon level, did she keep thinking of that damn child?


Author's Note

Random fact, the name for Ocellus' parents is taken from the scientific family name for glow worms, just broken up into two parts. And on the opposite end of taking something and splitting it up... fusion! Yeah, not even going to pretend the idea for Thorax and Pharynx fusing together comes from anywhere other than the obvious place, it was just a question of deciding what the fusion's name would be.

At any rate, hope you all enjoyed the chapter and thank you for reading. As always I highly appreciate any and all comments, questions, or critiques. 'Till next time!

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