Ponies with curved horns, pairs of elytra, and insectoid wings buzzed frantically about well into the midnight hour, each and every one using magic to jostle magnifying glasses in and out of a train station that was hewn of stone and reeked of fresh paint.

Among them stood a stallion as tall as Celestia, sporting an additional pair of orange antlers resembling a beetle's mandibles. His bright amethyst eyes scrutinized the receptionist's desk, the built-in ticket booth, and the chairs in which a few of the single-horned ponies were sitting.

It was sturdy-looking, free of scratches, and best of all built with love and care. Sure, the interior paint job was splotchy at best, but then again paint didn't adhere well to stone. He made a mental note to get wallpaper first the next time before something like this would be attempted again.

"Construction of the station is about complete, King Thorax," one of the foremen reported in a feminine voice as she came from behind the receptionist's desk.

Thorax nodded and gave a warm smile. "Excellent. Now, my little changelings, you may go home and rest."

With that, his army of workers all bowed and buzzed off, retreating hastily out the door to fly to their burrows and nests to eat their supper and be with their loved ones. But Thorax didn't follow them. He stayed within the confines of his new train station.

Everything was going to plan, which made him both pleased and anxious. He reformed his kingdom, he brought prosperity and order to his lands, he improved infrastructure, he made his people whole again. Best of all, magic could permeate the lands to be tilled for crops, and the sky's clouds could be melded to the will of weather workers. He should’ve been overjoyed, but he wasn’t.

In fact, his anxiety grew from his people’s sordid history with their neighbors; the ponies of Equestria. He saw their borders swell with legions upon legions of soldiers, some of which looked genuinely frightening. He saw border towns grow and prosper, and that made him afraid; afraid for the safety and continued existence of his people. Surely, the ponies would still want revenge on Crysalis’ attack on Canterlot, wouldn’t they?

That was why they were massing soldiers! They were surely planning to attack his lands and exile his people… weren’t they? He remembered odd reports of mutant, hybrid ponies causing trouble here and there, but he disregarded the information as it didn’t affect him or his changelings. He was so lost in his thoughts he didn't keep track of time; a good two hours standing there pondering was spent, and thus he did not heed the sound of encroaching hooves when they eventually came.

“My king…” a familiar, masculine voice piped up from behind him.

King Thorax broke from his thoughts and spun around, only to see the captain of his personal retinue standing at the entrance. He was clad in dark green plated armor, but the stylized helmet sported beetle-like mandibles did little to hide his tight frown and slanted brow.

“What is it, Erebus?” Thorax asked.

“Beg your forgiveness for my intrusion, but… we’ve reports of a train heading this way,” Erebus replied. "The station's finishing could not have come at a better time."

“From where?” Thorax pressed as the anxiety gripped him to the point knots began turning in his stomach.

"From Canterlot, milord. But that's not all… there's reports of a… a fox-changeling on that train," Erebus answered, his knees buckling a little as he delivered his report.

"Fox-changeling?" Thorax mentally parroted before deciding to press some more, "Is there… anything else?"

Erebus glumly nodded. "Strange… ponies have taken up residence in the hive. Just… you must see this," he answered.

*********

Within fifty minutes, Thorax approached the main hive, where a sea of swarming changelings rippled and buzzed around their patriarch as he was followed by Erebus and the rest of his retinue. The king marched into the main entrance, where a contingent of elite guards had all of the main hallways secured, even as said hallways shifted to close old passages and open new ones. The inside of the hive was dark and damp, yet the pheromones told Thorax that the structure was home. Bioluminescent moss glowed a bright teal on the walls, floor, and ceiling, allowing sight.

“Milord!” One of the guards buzzed over to Thorax and saluted.

“Report,” commanded Thorax.

“Alicorns, milord. They’ve taken up residence amongst the upper floors. No one knows where they’ve come from, but they’ve begun to…” the guard began, but couldn’t figure out how to finish his sentence.

“Well?” Thorax egged his soldier on.

“They’ve begun to make this place their home,” the guard finished. A pair of shrill screams, one definitely feminine and the other masculine, pierced the air and sent chills down Thorax's exoskeleton. "And… they're… they have a unicorn mare and a pegasus stallion with them…"

Thorax let his eyes narrow slightly, but that was more to keep himself from outright shaking. "What are they doing, exactly?" he asked.

“They are forcing themselves upon them, sire,” the guard choked out. "But most of the alicorns are already dead," he added with a shudder.

Erebus’ jaw dropped. Thorax's scowl only deepened. "Secure the upper floors immediately! And separate the pegasus and unicorn from the others at once!"

Thorax’s mind was engulfed in thoughts of how badly this could turn if those ponies ended up dead. That would probably spark the invasion he dreaded. His elytra snapped open and so did his wings, and he found himself flying to a hole leading to the upper floors before it even registered to him. His retinue followed suit, and at once the entire hive was a frenzy of activity.

Yet nothing could prepare him for what he saw on the upper floor a good minute later. Graffiti molded of shit lined the walls, bioluminescent moss was carelessly strewn about, and there were bloodied corpses of recently-deceased alicorns sporting dragon wings and hole-riddled legs littering the area alongside several scorch marks. The bodies were also sliced into chunks, some neatly and others with organs several feet away from their owners.

But what made him livid was the scene in the center of the room; two surviving alicorns, one with a massive icicle stuck in a back leg and the other somehow carrying on with an axe wedged in his skull, were raping two ponies who kicked out frantically. Both ponies were pinned to the ground, one on her stomach and the other flat on his back.

He took a closer look and noticed the ponies that struggled were fighting a losing battle; both were thin, and heavily scarred, and as precious seconds ticked by their attempts to break loose were growing feebler and feebler. Closer still, he could make out their forms with utmost precision.

One was a blue unicorn mare with eyes to match, sporting a frazzled brown mane and an open book with a pentagram on its pages on her flank. Her companion, a red-coated stallion with a blond mane and tealish eyes and wings bent at hideously unnatural angles, tried desperately to reach the axe lodged in the head of his tormentor. His whip-and-sword mark, stained in blood, shined in bioluminescent light. The entire lot stopped as an ominous buzzing filled the room, and the alicorns looked around frantically before spotting Thorax, who merely snorted in their direction.

The retinue arrived seconds later, pouring out of every crevice they could crawl through. The instant they landed, they reacted, rushing over and then seizing the alicorns, prying them away from the duo before they could blow their load into their violated bodies. A pink changeling rushed to the pegasus and unicorn once the alicorns were subdued, and found the latter charging a fizzling spell with a bloodstained horn. The pegasus twisted to rest on his stomach, barely managing to fold his legs beneath him.

"Get… away…" the mare growled in a weak voice, breathing heavily and with tears flowing from her eyes as the pink changeling got closer. Instead the changeling knelt before her and nuzzled her soothingly.

"You're alright now…" the pink changeling began in a feminine voice, only to jump back as the wounded stallion forced himself to stand on shaky legs. His wings flared for a second, only to drop and dangle nigh-uselessly as his legs trembled with strength fast fleeting.

"Y-you c-call… having… this happen… this is okay to you?!" the stallion snapped, giving the changeling a death glare before his legs gave out and he fell to the floor. He turned to his companion and scooted closer to her, and clasped her hoof with a fetlock once he was in range.

“Execute the alicorns, but take them… to that corner over yonder,” Thorax ordered, his disgusted frown unfaltering as he turned to the dirtiest corner of the room that he could see. "And would you please remove the axe when you're done?"

He watched as two members of his retinue dragged the alicorns away to the corner and plunged their chitinous daggers into their necks, blood spurting from the wounds as they were dropped to the ground, gurgling. After that, one of the changelings pried the axe out of the skull it was embedded in, pulling out grey matter and skull bits in the process.

Only when he was certain that the alicorns were deceased did he turn to the surviving ponies, who now got a little bit closer to cradle each other in their forelegs. "I take it you two are responsible for the rest of the deaths?" Thorax asked in a forced calm tone of voice, causing the two to turn to him with widening eyes.

Then the mare nodded. "Th… they put an in-inhibitor… on m-me, b-but it s-slipped… me a-and…"

"Considering what I bore witness to, it is perfectly understandable," Thorax cut her off and walked over to them with slow, careful steps to avoid riling them any further. With the sluggish pace, it took him a minute to reach them, and they studied him with fearful eyes as he approached.

It wasn't until he came to a stop right before them did he decide to press the issue a little further. “Where were you two taken from?” Thorax asked in the most gentle of tones he could muster.

“F-Fillydelphia,” the mare replied. "I-I think…"

“Asgard,” her companion spoke; he almost sounded like he was on the verge of tears. But he tried to remain strong, tried to keep the tears from building in his eyes, but Thorax could still see them forming.

Thorax nodded and heard more buzzing coming from one of the many hallways. He turned his head to the leftmost wall and saw a scout fly into the room, bowing.

“A train has arrived at your station, sire,” the scout spoke before his eyes fell on the two ponies and the carnage around them. "Okay… what happened?"

The stallion turned to the scout and growled defensively, making an effort to stand. A hoof from Thorax came to rest on his withers and held, making him stop before he could move an inch off the ground.

“Have my court wizard meet them. I’ll see to the health and safety of these two.” Thorax’s command was met with a ‘yes sire’ before the scout flew off once more. He turned to the pink changeling. "Medicine and food for our wounded, please." The changeling in question turned to some members of the retinue and nodded to them, prompting them to fly off to get the needed items.

The mare perked up, and jumped slightly at that. "F-food? Y… you're not l-like…" she began in a weak squeak, prompting Thorax to look at her and her friend again. At his nod and warm smile she thrust her face into her companion's barrel and let out strangled sobs. "Oh thank he-heavens…"

*********

"That's odd… nobody's here," Ember noted as she cantered into the train station to find it absolutely barren as far as sapient life was concerned. The rest of the Surgeons, Foxfire, and the Task Force trotted in to see what she was going on about this time.

Patient took a whiff of air. The stench of paint still lingered. "Maybe there's only a day shift," he suggested as the Friendship Express gave a whistle and backed up. After that, it was rolling backwards on the tracks.

Foxfire turned to the fleeting train. "I think that's our ride going 'fuck this shit, I'm out,'" she piped up. "Then again, we could be dealing with potential smellicorns with metal dongs…"

"What next, copper dildos shooting lightning and twittermites?" Rekka unhelpfully suggested, garnering a roll of the eyes from Koto and a groan from everyone else; only Trigger gave a goofy laugh at that.

"I think we should look for someone. No use staying here if the place is empty," Ember pointed out, turning around to trot back outside. She lifted a hoof and stopped as a faint humming buzz filled the air. A few seconds of hesitation passed before everyone filed out to see what was going on.

The group looked up into the sky and saw several flying bug-like ponies whizzing towards their direction. One of them wore ornate, orange armor with a helmet that sported mandible-like appendages, not unlike Patient’s winged helm. The group flew closer and landed, and everyone could immediately make out that the members of their welcoming party were…

“Changelings,” Distrance spoke.

As their welcome wagon approached, the one clad in orange armor spoke up, "Ah, greetings, ponyfolk! I am Asterion Lux, court wizard to King Thorax," he spoke in a wise, old voice.

Foxfire gave a low whistle. "That's an impressive name if I've ever heard of one," she remarked as the group of changelings came in closer to the station.

“We’re honored to have emissaries from Equestria here in our lands,” Asterion stated, though oddly his face was affixed in a frown and his tone was grim. His eyes settled on Foxfire first. "Are you… unreformed?"

Foxfire shrugged. "Discord did this to me, and I can't change back if I wanted to. At most, all I can do is feed and ponder," she replied.

Asterion nodded and turned to Ember. "And you?" he asked.

"I have the same excuse, except without Discord being involved," Ember answered with a sigh. "Why the long face?"

Asterion pursed his lips, and knots started forming in his stomach."Unfortunately, things have… taken a wee turn for the worse. We found two wounded ponies not long ago, and one of them has gone into outright hysterics."

"Hysterics? Wounded?" Ember parroted, her third eye's pupils shrinking to pinpricks. "Oh, that can't mean anything good…"

*********

The top of the main hive was more spacious than the subsequent nesting chambers; probably because it was one big chamber. Huge, glassless windows carved into the chitinous walls peered out onto the mountainous landscape, letting in the natural light of the moon and stars while the bioluminescent moss did the rest of the job lighting the place up. Currently, it was alive with a one-pony chorus that was loud enough it carried sounds through the halls. The noises were somewhere between sobs and borderline crazed laughter.

King Thorax was overseeing the two ponies, both of whom were heavily bandaged, cleaned, and settled onto a bed of straw, moss, and a spare blanket. "I-it stopped, o-oh gods it stopped, at long last…" the mare chanted over and over again, clutching her friend tightly as her body shook with hysterical laughter. He merely took to stroking her mane with a hoof, hoping to calm her down, or failing that at least comfort her.

Thorax turned to the stallion, noticing his eerie silence, and spoke as soothingly as he could, “Could you tell me what happened? From the beginning?"

The stallion shook his head. "Not until…" he paused to sigh tiredly, "not until Charlotte calms down."

Thorax nodded in understanding. "She'll probably have to go to sleep, then. Sooner or later she'll go blue in the face otherwise," he stated. That caused the stallion's eyes to narrow slightly.

"You say that like she hasn't already," the stallion quipped, but his voice exuded several notes of bitterness. He continued to stroke Charlotte's mane as she chanted her little mantra left and right, until she slumped a few minutes later and gave a tired, weak whinny. He watched as her chest rose and fell, and leaned to nuzzle her with a gentle touch.

Thorax shifted to lay down, if only to bring himself to the stallion's eye level. "Your name, please," he stated.

The stallion turned away from Charlotte and wearily nodded. "Jonathan," he replied.

Thorax shifted a little. "Tell me, Jonathan, what happened? From the beginning?"

Jonathan gulped, but his throat felt dry and sandy. "We… we were in Asgard, o-on a…" he paused when his wings decided to send a dose of cramps through his spine, making him wince in pain. "W-we heard Asgard… w-went south. Very south."

"South?" Thorax parroted, trying to keep himself from lifting a brow.

Jonathan hastily nodded, his eyes gleaming with dread. "South," he repeated, "in that it became… a hellhole. M-me and Charlotte went to see how bad… streets were empty at first, b-but th-then we got j-jumped. There were hundreds of ponies… m-maybe th-thousands… couldn't make a dent in their numbers…"

Thorax donned a frown so small it came off more as a pursing of the lips. He lifted a hoof and spun it, urging Jonathan to continue. He regretted it shortly thereafter. "They… pinned us… knocked us out. A-and we w-woke up… in a dark place, with foals… foals… that…"

Jonathan took a few seconds to gather his thoughts before finishing, "They… killed… ate… raped the foals… for months… on end… m-made us w-watch… everything became a blur, and…" After that, his eyes closed and he slumped to the floor, though the rising and falling of his chest indicated that he was still alive.

Thorax felt as though he was going to puke. But he forced himself to keep his stomach down.

“Jonathan?” he asked, gently nudging the pegasus’ shoulder with a hoof. The stallion didn't budge, save for his moving chest. Then, only then, did Thorax let himself scowl again. "Is he… comatose?" he pondered. While that in itself would have explained why his guest suddenly fell unconscious, he had no means with which to be certain, much less confirm or deny his hunch. As it was, the sod's prospects were already looking very grim.

"Milord," a female voice piped up, causing Thorax to crane his neck to look behind him. He saw the pink changeling again. "Did you glean anything?"

"Something… most unpleasant," Thorax replied, his stomach still twisting and capitulating in an attempt to throw out his dinner. "Not much, but what little I got…" he paused to make sure that his stomach would behave itself and stand down before giving a sigh. "Something is wrong, Constantina. Something is wrong."

Thorax shook his head and remembered something else of importance. “The train from Canterlot. Is there any news regarding that?”

“The occupants are safely in the hive, sire. They are awaiting an audience with you,” Constantina replied.

“Good. Tend to these two while I speak with the envoys. I hope that will clear up any misconceptions.” Thorax’s gut was juggling itself at this point.

*********

The bottom floor was packed. Surrounded on all sides by curious, amicable changelings, the group stood in place, admiring the H.R. Geiger interior of the hive. The awful, pungent smell of changeling pheromones reeked, the ceiling dripped with unidentifiable moisture, the atmosphere was humid and overbearing, and the moss viciously stung anypony who dared touch it unless that pony was Foxfire or another changeling.

Speaking of, Foxfire paced back and forth before the Surgeons and Task Force with a frown forming on her muzzle. Her golden eyes glinted in the light of the moon and the moss, barely managing to mask sparks of worry and anger. "I hope we weren't too late…" she muttered.

Suddenly, the crowd parted and a stallion the size of Celestia walked forth, bringing with him elite guards. Despite this, Foxfire still paced about, though her eyes soon fell onto him. He shuddered as they reminded her a little bit of Chrysalis, but he swallowed his trepidation for the moment.

“I am king Thorax of the changelings. I believe you had requested an audience with me?” he asked the newcomers. He gave them all a once-over, noting the armor, the weapons, the tentacles, and the two stallions carrying a great, wheeled gun and ammunition.

“My name is Patient Care. We’ve come from Canterlot as, well, an envoy. We’ve heard troubling rumors of rogue alicorns in the region,” Patient spoke first. “We’ve also heard of injured ponies.”

"And caught wind of wind of hybrid alicorns," Foxfire added, causing Thorax to look at her. "So… your highness… care to fill us in?"

“I guess I have no secrets to hide,” Thorax began. “Yes, there were hybrid alicorns within the confines of my kingdom. I had two of them executed as they held hostage to two ponies from Asgard. Furthermore, said hostages managed to kill most of the alicorns before I intervened."

That made Foxfire cease her bout of pacing. "Are the hostages alive?"

“Barely. One has passed out and I have reason to believe the second one is comatose.”

“May we see these hostages? I am a nurse,” Patient spoke up, eyes widening in alarm.

Thorax looked him up and down, thinking to himself: “There is no way he could be a nurse.” He then noticed his cutie mark, a strange thing these ponies had; a red medical cross. "I guess he’ll have to do."

“Yes, but I must inform you one of them has very badly broken wings," Thorax stated.

“I can set the bones if it comes to that,” Patient stated, handing his weapon off to Ember, who took it with one of her tentacles. “May I bring everyone else along?”

“You may,” Thorax answered with a sigh of resignation. "But… if they do wake up, please keep… her out of sight," he added, pointing his muzzle at Foxfire specifically.

"Understood," Foxfire replied with a nod.

Author's Note

Beginning of Arc 3