Thirteen Reasons

Chapters

Remember Me?
Sweet Dreams
Running Late
A Sudden Start
Opening Tired Eyes
Finally Awake
Lights Out
Shades of Night
Hallucinations
Sheer Exhaustion
Blood Moon
Before Sunrise
Daybreak

Remember Me?

Celestia leaned back on her throne. It had been a long day.

Not only had she been beaten by a parasite, she had let Canterlot be overrun by a species she had been enforcing as myth. It had taken at least fifteen huge magical feats to regain her dignity, although she knew her reputation had been dealt a severe blow.

Her horn still hurt from moving so many buildings, and the meticulous work of piecing her many shattered windows back together. With a sigh, she shook her head, the raised designs on her throne unbuckling her necklace with a practiced aim. The golden regalia clattered to the plush carpet, followed by her crown and four boots. She was, in simple terms, exhausted.

The Princess shifted, unfurling her wings so she could get more comfortable.

There was a light knock on the door, and Luna poked her head in the room. "Sister? There was a package found in... in the cell." Her voice trembled on the last few words, and she dropped the box inside the door before turning and cantering away, crying quietly.

Celestia levitated the find, silently feeling the same emotions. The death penalty had been exacted today: endangering civilians, kidnapping and impersonation, attempted assassination... it had added up to a deadly sum.

The Queen of the Changelings had been buried today.

Celestia had no plans to hunt down the rest of the Changelings; they had lost enough already. One had been reported in Ponyville, another had gone through a series of tests and sent to her student, and one was currently setting up a nest in one of the guest chambers, and was shaping up to be a loyal member of her court. There were many more who lay still among rubble and ruin, which would have to be counted and buried, the death count would have to be sent to the Changeling Empire, she would have to recollect her troops, deal with a lot of mental trauma...

With a much more saddened sigh, she unwrapped the shipping paper on the box.

As she peeled it away, she noticed thin strings of webbing hanging between the two materials, and turned the box a few times, disconnecting them.

Upon further investigation, she realized that the box was not actually a box, but a strangely angular cocoon. A thin sheet of paper was stuck to the surface, folded neatly and marked with the words To Celestia.

The Princess opted to read the letter first, and, after careful consideration, touched the cocoon to the throne, letting it hang there. She unfolded the paper, noticing how tarnished it was. The first thing she noted about the writing was that it seemed to be written in some kind of green ink. She tilted the sheet a few times, watching the letters shimmer.

With a burst of disgust that abruptly ended the shimmering, she realized it was Changeling blood. Chrysalis's own, she assumed.

She sat forward, a morbid curiosity making her read the smudged letters with ease.

Dear Princess Celestia,

I assume that upon your reading of this, I have been placed in the targets of your guard and have been killed. Be sure to comfort your sister - we both know she lived in a much more peaceful time - and take your time recovering. Now, as to the purpose of this message, I am sure you had forgotten me. In order to help you further, I have condensed my memories of the past seventy years - all but two months of my life - into a mindsight orb. This is a Changeling creation, so do not be shocked as to how it works; you simply sleep with it nearby, and a significant memory of mine will take the place of your dream. I have not censored or edited in any way, so do not be repulsed. If you must, feel free to shelve the orb for a while to recuperate.

Ah, I hear the execution bells. This shall be my final message. Goodbye.

Celestia quietly set the paper on the arm of her throne. She felt strangely cold, as if she was missing something. With a gentle tug, she levitated the cocoon, splitting it open. Inside was a small, unremarkable round rock. Celestia set the severed cocoon aside, gently setting the stone in her hoof.

When it touched her hoof, it shone a bit, turning into a light, shimmering gray, with a few green smudges swirling in the center.

Celestia passed the orb between her hooves, before setting it back in the cocoon for safekeeping. She closed her eyes, letting the cocoon stick to the soft spot hidden under her wing. She slipped her regalia back on, tilting her head back and taking a deep breath.

"Guards," she yelled across the large chamber, "I am ready for my first audience."

The golden doors opened, she glimpsed the feathers on her guards wings as they folded, and a pony came in. Celestia half-listened to his heated speech on how a group of Changelings had destroyed his house and how he wanted revenge, blah, blah, blah. Celestia nodded occasionally, and made a few little 'yes's, 'I agree's, 'uh-huh's, and the like. Eventually, he quieted down, and Celestia explained that the Changelings were being dealt with, where he could go to get appraisal for what he lost, and listed a handful of shelters and food banks.

The rest of her appointments were basically the same, excluding Luna's midday snack while her sister had lunch. Even the Princess of the Night couldn't get her sister to hold up conversation.

Celestia's mind was preoccupied with other matters, of which she had not shared. This was her burden to bear, of course. The orb had been sent to her, and her alone. She could not tell what it might have held, what she might find in her oncoming dreams. But she had no interest in leaving the stone to dust forever, however dark the images might become.

Tonight, she would learn Chrysalis's side.

Tonight, she would hear the voice of a dead pony.

Sweet Dreams

Celestia nervously pushed the small stone around on her bedside table. She was nervous; what in Equestria could have been bad enough that Chrysalis had wanted to share it with her?

After moving it around at least fifty times, Celestia rolled over, half-opening one wing to hide the orb from her vision.

And then, she closed her eyes.

When she opened them again, it seemed as though she was looking through a thin fog, or water of some sort. Chrysalis's head came into view from above, and Celestia realized she was standing on the Changeling Queen's hoof.

"Well, Celestia, I admire your determination. Most ponies would get rid of something like this. But anyway, in the orb you are standing in right now are one and a half sets of memories, divided into thirteen nights. You see, there was an... event... in my life, that caused a little trouble. You'll figure it out. And don't worry, Celestia. I don't forgive you."

The Changeling Queen vanished, leaving Celestia floating in the middle of the fog. She assumed, for all intents and purposes, that she was inside the orb.

A small section of the green light behind her broke away, swirling along the inner surface of the orb before floating over in front of Celestia.

She felt her eyelids get heavy. The flicker of the light was so... enchanting. The green core swiveled around to above her, and she felt a deep cold settle over her body.

"Hey mom! Dad! I got the mail!" Celestia burst through the door, regarding it from a low height.

"Thanks, honey." A large stallion knelt down, taking the edges of the letters in his teeth and taking them to a nearby table. Celestia found herself trotting after him, climbing up onto a chair to see the papers. Celestia took in the room quickly, before giving the stallion a once-over. He had a pale yellow mane, an orange coat, and bright green eyes. He was also a Pegasus.

The stallion sorted through them with his hooves, his expression getting darker with every passing word. He stood up and cantered down a nearby hall, knocking his glass on the ground in the process.

He was yelling a name, but Celestia wasn't really listening. She shimmied down from the chair, investigating the spill and glass shards surrounding it.

She saw her reflection in the liquid. A filly, no more than five years old, with a green coat and a mane that altered between blue and gray. She was a unicorn, which explained her difficulty climbing. Celestia grinned and pulled one of the glass shards out of the puddle, using the tougher rim on her hooves to kick the sharp item around.

"Magic Shimmer!" Another voice yelled. Celestia felt a grip on her back heave her into the air, and deposit her on the table. When she turned around, she was muzzle-to-muzzle with a teenage colt. He shared her blue-gray mane, but his coat was the same color as who she assumed to be his father.

"Geez, Shimmer, you can't play with this!" He frowned, but shook his head and went to clean up the mess. "What are the addresses on the envelopes?"

Celestia leaned over to see. "Uh..." The letters danced around a few times before aligning slightly. The lines seemed so... foreign. "453 Rainshower Avenue, Cloudsdale, Sunlight Banks," she paused, moving to the next one, "98 Warmsoil Boulevard, Apploosa, Light Showers Grocery." She read the recipient name in her head; To the home of Lightning Tint and Glitter Dancer. Her parents.

She memorized the names as she turned to the colt. A name popped into her head as she looked at him. "Cloudy Sky, why's daddy so mad?"

Sky sighed, looking up from where he was picking up the glass. "It's just bills again, Shimmer. It'll be okay, mom always comes through."

Celestia nodded, looking back at the envelopes. To her, Glitter Dancer didn't sound like it had anything to do with magic. "I'm going outside, okay?"

Cloudy Sky nodded, mumbling around the newly-acquired mop in his teeth. "Don't talk to strangers and be home by dinner."

Celestia sat up, Luna's moon angled to perfectly stream light onto her bed. The Princess rolled up onto her haunches, glancing at the orb. It seemed a little less animated, the inky swirls moving a little bit slower.

The Solar Princess yawned and climbed out of bed, stretching out her back. Why did Chrysalis show me a foal's memory? She thought. After mulling on it for a few seconds, Celestia shrugged and slipped the orb under her bed.

A few quick brushes through her mane and tail, an even faster donning of her shining regalia, and Celestia was ready to face the day.

She cantered through the hallways of her castle, heading for the main hall. If she had been asleep long enough for Luna to wake her up, she probably didn't have time for breakfast.

"Princess Celestia!"

I hope that pony finds who they're looking for. She casually thought.

She skidded to a stop quickly after, realizing what had been said. "Yes?"

When she turned around, she saw a pegasus stallion looking up at her, a wide scar running down his neck. He also seemed to be dressed in armor. A scout, she assumed. His coat was too bright to be a part of her honor guard.

"Your Majesty, Princess Luna has requested your presence in her chambers."

Oh, he was a Night Guard. That explained why he seemed vaguely familiar.

"Thank you...?"

"Cloudy Sky." He added. He then spread his wings and took off, flying past her and vanishing around a corner.

He seems familiar. Celestia frowned.

"Luna?"

"Come in, sister."

Celestia nosed the door open, seeing her sister sitting on her bed, a plush wolf held in her front hooves. "You called for me?"

"Just wanted to see if you were up." She replied.

"Who is that guard?" Celestia asked. "I think I know him from somewhere."

"Sky? Oh, he's a Changeling. Or, he is now."

Celestia nodded, backing out of the room, the last words of her sister's sentence quickly forgotten.

Running Late

"I didn't think you'd go this far."

Chrysalis's voice echoed around inside the ball, the object itself resting in front of her face. Lying on the floor, Celestia presumed. The dungeons were not furnished.

"In all honesty I thought you'd throw this out."

She sounded much more tired. She had been in the dungeons for two days prior to her private execution, and it seemed to be taking it's toll on the Changeling.

"Enjoying yourself? I assume you were smart enough to realize you were in a memory. Did you pick up any names? Well, anyway, you've done one of thirteen. It doesn't get better.

"But go ahead." She continued. "Close your eyes."

Celestia was sitting on some kind of couch, surrounded by soft vinyl and punctuated with an occasional window. Celestia looked around, seeing many other foals close to her age were sitting nearby. What is this? She looked around again, trying to determine what could possibly be going on.

A sudden lurch sent her a few inches off the cushion, landing again with a thump.

"You okay there, Shimmer?"

Celestia looked up, seeing Sky beside her. How did she not notice him before?

"Fine." Celestia replied.

She turned away from him, although she shifted closer to his side. His warm wing draped over her shoulder, holding her still as the cabin shook again. "Are you nervous?"

"What?" Celestia asked, tearing her eyes away from her own blank flank, which she had just noticed.

"Your first day of school, silly." His muzzle ruffled her mane. "It's a good thing you have me here. I'll take care of you."

"No way!" Celestia replied, stomping her hoof. "I can take care of myself!"

He laughed, hugging her tighter. "You do that, Shimmer. But I'm your big brother, it's my job to worry about you."

Celestia snorted indignantly, an act which would normally leave the strongest dragon dignitary cowering. Sky laughed again, rubbing her mane around.

Celestia frowned.

The memory fizzled out with a flash, and Celestia found herself floating back in the center of the orb. Chrysalis was nowhere to be seen.

"Did I damage it?" Celestia worried, looking around.

The familiar shiver came, along with a faint whisper; "Goodnight."

Black and green filled her vision, a more sinister drape then that of the orb. Celestia jumped onto her hooves, with a grace she realized was from the combination of an Alicorn's tall stance and short filly's legs. She was an average-sized pony. She looked down, trying to determine her coat color, see if this was the same pony she had been masquerading as. It wasn't.

A Changeling. Celestia spun around, catching glimpses of her shell and gray, flimsy tail.

"Yo, Cocoon!" She assumed this call was directed to her - as all other background noise was obliterated from the memories prior - and turned, coming face-to-face with another Changeling.

"Hi." She replied quickly.

"You want to come out and feed? That was quite a power nap." The Changeling laughed, waving a holed hoof at the ground behind Celestia. She glanced as well, seeing a deep depression in a pool of green goop. Trying not to look fazed, she grinned, suddenly aware of her fangs.

"Yeah, I'll come."

The Changeling turned around, scanning the craggy landscape. "Venom! Feed! Get your tails over here!"

Two other Changelings buzzed up, grinning.

"Hey, Cheesefeet!"

The second glared at the first. "Greetings, Membrane."

Membrane nodded at each in turn. "We're going out feeding. Are you coming?"

"Anything for you, Membrane." Feed replied. Venom nodded enthusiastically.

The two lifted into the air again, Venom rolling in the air a couple of times before stopping. "I hear there's a new town! Ponyville or something... nopony's been there yet!"

"You two always know I'm up for an adventure. Come on, Cocoon!"

"I'm coming." Celestia replied, buzzing her wings before rising into the air.

"Hey, there it is!"

"That's a town?!" Membrane yelled over the wind. "I've seen day-cares bigger than that."

Celestia had to agree; from here, she could see all four houses, barred on one side by the looming darkness of the Everfree, and on another by the rolling expanse of Sweet Apple Acres. There only looked to be twenty or so ponies there.

And, from what she knew, perfect for an attack.

The Changelings swerved as one, plunging for the edge of the Everfree. Venom was already changing form, into a pale blue Pegasus mare. She heard Membrane start laughing.

Membrane and Feed landed, Membrane taking the form of an older Earth mare and Feed turning into a sophisticated-looking Unicorn. Celestia took the first form that came to mind. Magic Shimmer.

Celestia looked up at the other Changelings, expecting to see disgust and anger at her choice. Instead, they were smiling.

Membrane hooked Celestia's side with a hoof and dragged her over. "Good idea, Cocoon. Ponies love foals."

Venom laughed. "You better stay with the widdle tiny fwoal and keep her safe."

Feed kicked him in the shin. "I believe Cocoon here is smarter than you are."

The Changeling shut up, unfurling his Pegasus wings. "I'll be going." He growled.

"I'll keep an eye on him." Feed reassured Membrane and Celestia, trotting away.

Membrane rolled her eyes. "Those morons."

"I think they're kind of sweet on you." Celestia replied without thinking.

"They probably are. But I don't bat for that team." The Changeling casually replied. "Of course, I'd never tell them that."

Celestia nodded in agreement. "Should we go feed?"

Membrane smiled. "Lead the way, little foal."

Celestia sat up quickly, her vision clearing as the moon was once again in place to wake her up. She had to find a way to get up on time again, or Luna might suspect something. Not to mention the mild moonlight might not be enough to wake her up.

As she hurried to get ready, she had to stop and think about the Changeling Queen. "What are you trying to show me?" She whispered into the darkened room. "And why me?"

A Sudden Start

There wasn't even a lag time. Celestia's head hit the pillow, and when she opened her eyes, she was in Ponyville.

She jumped at some noise behind her, before realizing it was just Membrane. "You okay, Cocoon?"

"Yeah, fine."

Celestia stared down at her hooves, following in Membrane's hoofprints. There wasn't a time jump, but Celestia felt... different. Her vision was a little bit blurry, and her body didn't feel like her own.

The second was more comfortable, made more sense. The first was unnerving her. What if she had damaged the orb somehow? What if she was going to lose the Queen's message?

The ground under her hooves rippled and transformed into a plush carpet. Celestia jumped backwards, hitting what seemed to be a leg, as the impact was followed by an angry cry.

"Hey! That was my leg!"

"Oh, sorry." Celestia stumbled around, looking up at an older pony. One she recognized quickly.

"Whoa, Cocoon, how'd you get ahead of me so fast?"

"What?" Another Magic Shimmer stepped out from behind the older pony. "Oh no."

Membrane lunged forward, grabbing Celestia and galloping away. The Other-Shimmer followed.

"That's my sister!"

Celestia paled, squirming to see around Membrane's head. "Sky! Sky, help!"

The Pegasus colt took off into the air, catching up quickly. With a resounding crack, he kicked the back of Membrane's head.

She ran a few more meters, stumbled, and fell, plowing into the ground and losing her disguise in a flicker of green flame. Celestia was knocked away, vaguely noticing that she had hit the Other-Shimmer in the process. Sky charged up, snorting, and grabbed the Other-Shimmer.

"Never take my sister again!" He double-barreled the fallen Changeling with his back hooves, grinding her into the ground.

Celestia was half-aware of Venom and Feed landing on either side of her. "Wait!" She yelled after the fleeing Pegasus. "I'm... I'm Shimmer..."

"Come on, Cocoon." Venom growled, casting poisonous glares at the stunned ponies around them. "Let's go home."

Celestia found herself nodding, somewhat stunned. Feed gently hoisted Membrane onto wobbly hooves, eventually slinging her over his back and taking off.

"You may not have noticed, Princess, but everything you say, everything you do, is against your will. That's the nature of a memory. You can't change it."

Celestia started, seeing the Changeling Queen open her eyes. She had almost vanished into the dull gray of the cell.

"You can't change the past." She sighed. "But somepony may as well hold my burden once I'm gone."

Her head jerked up, the orb quickly pushed to her side, under a wing. Light flickered in from the hallway, a lit torch. There was a clatter as a small plate was slid under the door. A few sprigs of celery, a bundle of grass, a canteen filled with water; all looking dead and limp, the prison fare.

Chrysalis sighed, condescendingly kicking the platter against the wall. The canteen burst, making the meager meal look even worse.

"Ponykind never really thought about Changelings, did they? They never really... considered them equal." She paused, dabbing some of the water on the ground with her hoof and running it through her mane. "So I guess your choice was the right one."

She turned, looking into the orb again. "How many prized pupils have you had, Celestia? How many of them had to die for you to realize the Elements were your only hope?"

Celestia sat up, a cold sweat starting to form. She shivered. Nopony knew about that. It was secret.

She brushed her mane. Nopony saw.

She retrieved her Regalia from beside her bed. Nopony saw.

She looked out the window, seeing that she seemed to be up earlier. Nopony saw.

She turned to leave her chamber, pushing the door open with a hoof.

Somepony saw...

"Sister, are thou alright?"

Celestia rolled her eyes, scanning the room. "We're only among your guards."

"Ah, yes. I'm practicing for the dignitaries coming later this week. Did you forget already?"

"Eat your grass." Celestia commanded quickly, resorting to the tactic she had used when they were younger.

Luna grinned and resumed her snack, tilting her head so her mane blocked the sunlight. "Griffon Prince by the name of Gruff, and his Princess Gwen. On the topic of border skirmishes."

"Thank you." Celestia replied, downing a full cup of coffee in one go.

"Are you feeling alright, sister?"

"Fine."

"You look like you had a horrendous sleep." Luna raised one eyebrow, leaning over the table. "Do you want me to take the day shift? I can lose a day's rest."

"No, I'm fine."

Luna leaned back, frowning. "Whatever you say... guards! I am departing to my chambers."

"Good day, Princess Luna!" They replied in unison, flaring their wings and following her.

Celestia waited until her sister was gone before grabbing what was left of her coffee and chugging it too.

The day passed in a caffeine-fueled blur. Celestia soon found herself back in the darkness of her bed, the coffee starting to wear off.

She levitated the orb to the space in front of her, noticing how the small green flickers had dulled. With a sigh, she ran her hoof over the surface.

"I made a mistake, Queen Chrysalis. I really did."

The word had spread like wildfire - there were creatures in Equestria that were taking the place of ponies. Defensive spells raced to priority in schools, unicorn detectives were hired, and thousands upon thousands of Changelings found themselves out of food. Starved carcasses lay amass in the country areas, more in the unsettled lands between cities.

Cocoon was not among them. She had kept up her disguise surprisingly well, despite the guards scavenging the towns. She didn't know where the real Magic Shimmer had gone, and she didn't really care.

Membrane, Feed, and Venom were long dead, she presumed. Possibly before they got back to the hive. If that happened, Shimmer's body would certainly be there with them.

Celestia felt her foalish disguise fade away as she lay back on her bed. Tomorrow would be her entrance exam - she was the top of her class, probably because she was older than her teacher - and she might be able to get into a school for gifted unicorns in Canterlot.

She still vaguely sensed the hive mind, the network of thoughts growing stretched and frayed as less and less Changelings lived.

There had been a single day when all of that changed.

Opening Tired Eyes

I made a bunch of changes, and would like to hear feedback on the new formatting. If I missed a word, or something seems off, tell me! (It's kinda late...)

Cocoon trotted through the arcing hallways of the school that her current consciousness had helped build. Her little hooves clicked on the mosaic floor, light filtering through great ceilings of stained glass.

She paused, looking up. Directly above her, a huge representation of Nightmare Moon, engulfed in golden flame, curled over the image of the current moon.

She sighed, seeing that the light had etched her into the Nightmare's place. Picking up the pace to a light trot, she hurried through the corridors. A glance at a wall clock told her she was still on time, but there were few ponies in the school at six in the morning, the earliest time slot she could find.

Skidding to a stop, she backpedaled to the closest doorway. A young-looking mare with a white coat and a billowing mane smiled from a desk within. "Magic Shimmer?" She asked kindly.

Cocoon's jaw dropped and her mind went blank. She was facing Celestia, her own enemy and Magic Shimmer's leader.

"Come on in." The Princess said, nodding a a small chair at the other side of the room.

The foal walked in, looking up at Celestia with fear and awe. "Of, course, Princess."

"Call me Celestia."

"Do you know what your task is for today?"

"No, ma'am."

The door opened again, and Magic Shimmer turned to look at it. Celestia followed her gaze to a small cage being wheeled in, flanked on all sides but the front by unicorn guards.

"You may go." The Princess commands softly.

The guards file out, and a small filly stands up in the cage. It is the same as the filly taking the exam.

"This Changeling was caught trying to enter Ponyville, where you used to live. Because you had come here, we know she is a Changeling. Your task is to unveil her, as she refuses to change."

"I'm not a Changeling! I can't!" The filly wailed.

Cocoon walked up to the cage. The filly cowers on the far wall, staring wildly at the young mare looking in. "It's you." She whispers. "You... you took my place." She sounds scared, but subtly impressed.

"I'm sorry." Cocoon replies, placing her hoof on the inside of the steel cage. Neither of them hear the sound of hooves on tile behind them. "I can't help you."

"Changeling scum!" Celestia's hoof smashes across the back of Cocoon's head, her small body skidding across the floor. "Insolent fool!"

The foal cowers, a hoof pinned to her head, a trickle of blood running down her neck. "No! Stop!"

"You have plagued our kind long enough, Changeling! You know your kind are not welcome here!" Celestia reared up, her horn glowing with raw energy. A flash of light announces the caged Shimmer has teleported free.

"Prepare to die!" Rage blinded the Princess as she releases the energy, a flame which scalds the very air.

There were only sixty-five years left until Luna returned, Celestia remembered, A student was needed, soon. A heritage of power had to be found. She was scrambling, stressed, hurt... and she had just referred to herself in the third person...

The screams of the two ponies were quickly overwhelmed by the burning material of the room. Celestia calmed, slowly, the flames dying down before extinguishing completely.

Something had gone wrong.

Cocoon stood up slowly, feeling a solid core of magic burning inside of her body. A flicker of solar flare, hidden away under layers of teleportation and protection magic. Her hooves feel off, her body surging larger to meet the boundaries that only a Goddess's magic could extend.

Her horn grows to meet the Alicorn's in length, filled with raw holes from the searing flame. She feels the pony part of her taking control, regaining balance, spreading her wings and changing them. Her very skull reshapes itself, her mane and tail flowing like water before returning to a solid state.

She opens her eyes. "Princess..." she whimpers, her voice a combination of the two she had learned to love. "Help... it hurts..." Every inch of her body is melting slowly, cooling into a hard, gray shell; an empty husk devoid of muscle and organs.

Celestia backed away from the monstrosity she had created, nothing more than an Alicorn parasite. The creature's eyes stare into hers, full of pain and sadness. They are not the eyes of a pony, but that of a reptile, a dragon, a predator.

"Guards! Trap this creature!"

The doors swing open, barely hanging on their twisted hinges. At least twenty guards fill the room, the pegasi carrying spears and the unicorns surrounding the mutation.

Cocoon throws herself forward, slamming into one of the unicorns and pinning him to the ground. She has not fed in weeks, ever since she moved to Canterlot. Her fangs pierce the guards neck in her enthusiasm, and his blood sparks with energy she had hoped to drain painlessly.

To starving to care, she licks the wound, the copper tang filling her mouth. It's a sour taste, one she would have rather lived without, but it does it's job. She feels stronger, surer. Power begins to fill her body, a heart-shaped patch on her back growing slick and strong. Thick bands of armor run down from the new carapace, connecting over her belly.

She lifts her head, a small ring of blood on her lips. The guard below her scrabbles backward, falling limp at the hooves of his Princess.

"It hurts." Cocoon repeats, wincing. The two beings she is made up of are straining against each other, unable to find solace in a single form.

"Kill it." The Princess whispers. The air in the room seemed to still as every magical particle was pulled towards her guards. The abomination - the mistake she made - does not move. It watches as the glow in the room casts shadows into slim, sharp-edged darkness.

It looks up at her, foalish eyes shimmering with tears it might not be able to cry. "Aren't you sorry?" It muttered.

She took a step back, causing the guards closest to her to falter. The rest of the charge was released without effect, as protocol insisted.

Celestia stared at the monster; its woeful eyes, its torn mane and wings, the gaping holes in it's legs and horn, the fangs curving down from its lip.

"Kill it." She croaked. "Kill it."

Cocoon shook as her Princess signed off her death. Her subconscious memory of the moment vanished as the light once again regained power, as she was once again a target.

She shot one last, hopeful look at the Princess. The Alicorn was looking back, tears running down her face. As the magic charge was released, the Princess lit her own horn, invisible in the glaring light.

Cocoon felt herself ensnared in a warm, loving light, before everything went dark.

Celestia jolted upright in her bed, soaked in a cold sweat. The darkness twisted into wraiths of Changelings, of the mistakes she had made that had been repeated.

"I'm sorry." She whispered into the dark, picking up the orb from her table. She hugged it close to her chest without a second thought, tears running down her face to glide over it's surface. The last piece of a creature she had ultimately broken. "I'm so, so sorry..."

Finally Awake

Celestia felt her phantom body searing with pain. The last-second teleport must have been a close call.

She opened one eye, subconsciously feeling her slitted pupils widening in the dark. She stumbled upright, her new form much closer to her true one. Blinking a few times to clear the tired fog from her eyes, she stretched out her wings.

After relaxing properly, she realized that the fog wasn't in her head. It was all around her. Confused, she lifted her chin, drawing a deep breath through her nose.

A burning sensation quickly stung her nose and whatever she had for lungs, sending her into a coughing fit. The Changeling half of her seemed much more used to this - Do Changelings live near harmful chemicals? - and it was over quickly.

"What?" Celestia whispered softly, her voice echoing strangely in the - what seemed to be - smoke. "What's going on?"

She started flapping her wings, the ashes around her swirling eerily and slowly disappearing. She was on a wide plateau of stone, riddled with holes. The ground sloped up on all sides, a ring of rock hanging deep shadows across half of the area. There were holes in the rim, though, matching the rounded ones on the ground. They looked too... too similar to be natural. All were about half of her size.

Something stirred in Cocoon and Shimmer's mixed memories. Vague ideals of comfort, of belonging, time spent with family...

...it was the Changeling hive.

With a scrutinizing look, she quickly found the hoofprints scattered in the settled dust, the hundreds of hooves running down into the tunnels, the panicked scratches heading back out. The crater was coated in burns and small patches of sparkles, a common residue from different magic signatures merging.

She was barely breathing as she neared one of the tunnels. Cocoon's home - even Shimmer's, for a while - completely destroyed. Some memory reminded her how distanced they were from pony settlement, how many acres of untamed wilds lay between this place and Ponyville.

The monstrosity that Celestia resided in dipped its' muzzle to the ground, mane and tail billowing softly in the slight breeze. It closed its' eyes, exhaling a lungful of air into the ash.

"I will avenge you. We will be free... forever."

Celestia moved through the rhythmic motions of her mornings, not really focusing on any of them, noticing Luna was checking up on her via her enchanted mirror. She remembered how Chrysalis had used this mirror, a final facet of her scheme. To be honest, Celestia's mind was not on the tasks at hoof. Because of this, it was not really a surprise when Luna pointed out that what was in her mouth was actually a foaming mane-brush and the toothbrush was jammed halfway down her neck.

"Sister, you seem odd today. Are you alright?"

Celestia looked up at the mirror, smiling weakly. "Just had a nightma- bad dream."

Luna rolled her eyes. "You are allowed to speak as the ponies do, sister. I am not the NIghtmare anymore."

"Thank you." She muttered, pulling the stubborn brush out of her mane. "What's on the schedule for today?"

"The Griffon dignitaries."

"Oh, horsefeathers!" Celestia slammed a hoof down, accidentally knocking over a small jar of water. The spill lapped at her hooves as she snorted.

"You realize that 'horsefeathers' partially refers to us and the Pegasi, correct?"

"So it does, Luna." Celestia growled. "What are we discussing?"

"It has been changed slightly - it is now on the topic of holding the Royal Honeymoon in Equestria."

"Oh, because we've shown a lot of prowess when it comes to weddings lately." Celestia retorted, levitating the spill up into the drain.

Luna frowned slightly. "Is that what you've been so concerned about? I assure you that our ponies still respect us in full, and that the neighboring kingdoms see us no differently."

"Not our reputation." Celestia pressed a cold cloth to her face, trying to remove the bags under her eyes.

"Is it about the package Queen Chrysalis sent you?" Luna's voice steeled, her eyes narrowing to mere slits.

"No." Celestia hastily replied, pushing her mane back and placing her crown to hold it back. "It was just a letter."

Luna's attitude changed quickly. "May I read it?"

"Later." Celestia replied, a bit calmer. "I have it under magical seal, being a royal document. I'll give it to you tonight, when we turn the skies." She stepped into each of her shoes and slipped her chestplate on. "Good day, Luna."

The Night Princess smiled and yawned. "Good day, Celestia."

The mirror's surface restored back to its' silver sheen. Celestia looked back at the reflection; the tired, old mare, who had seen millions of lives come and go, the mare who was a goddess with a mortal heart. She sighed, looking away from the mirror.

Something compelled her to stop, her head partially turned, her eyes flicking back to her image. She lifted a hoof back out of its regalia, running it down the inside of her cheek. Her fur lay bare to skin along a small section of her body. Somehow, it didn't feel like skin.

She sidestepped closer, pinpointing the tiny space.

How strange. It looked almost like...

...armor.

"Welcome to Canterlot."

"Greetingss, Princessss Celesstia of Equesstria." The Griffon Prince dipped his head, the Griffon equivalent of a bow. "Where sshall we ssit, my queen?"

The slimmer Griffon beside him shot to attention, having been examining the stained glass windows in the corridor. She scanned the table set out. "Um... wherever you wish, my Prince."

Celestia took quick notice of the awkward tension and pulled out two chairs at the center with her magic. "How about here?" She offered gently.

"Yess, that will do." The Griffon's dark black plumage flattened, along with his similarly dark tabby hindquarters. As he prowled forward, he seemed to emit an air of majesty and pride, his green eyes glinting eerily as he surveyed the chamber. There was a niche cut into the side of his beak, and she could hear it whistling gently as he breathed. "Gwen!" He barked.

The Princess spun around, once again having been admiring the intricate glasswork. Of course, Celestia remembered, Griffons cannot make such detailed work with their claws alone. She was a completely different pattern from her Prince; her feathers shone a golden-brown, and her feline half was a similar color, but marked with the black rings of a leopard. "At once, my Prince!" She scampered to his side, back claws skidding on the stone.

Celestia followed at a much more leisurely pace, making sure to arrive at her seat once they were already comfortable. She knew using even that simple telekinesis had put the Prince on edge, for obvious reasons. She mentally chided herself, although she was still trying to figure out how she was going to eat comfortably.

As she sat down, her wings opened slightly; it was half for comfort, as she needed them to balance better when sitting, and half to show the Prince she had no weapons hidden underneath. Gwen smiled softly and did the same, leaning back against the plush of the chair. Gruff hadn't shifted from his upright-board posture, and his wings remained tightly folded against his side.

Celestia tapped the table with a hoof, the small noise dismissing the guards positioned at the door. Once the three dignitaries were alone, Gruff seemed to relax, finally settling down.

Griffons had a much more solitary lifestyle, only really staying with mates and young. The only reason they even had rulers was to prevent full-fledged war. They rarely traveled with guards or troops, either, which affirmed Celestia's suspicions about the tension.

There was silence around the table as none of them spoke or moved to eat. Gwen was the first to break the silence, blinking her wide blue eyes. "My Prince?"

He nodded, but did not turn to look at her.

"I... I think it would be difficult for Princess Celestia to enjoy her meal if she cannot lift her utensils."

His beak betrayed his heavy sigh, filling the air with a shrill squeal. "Princessss, you may usse your magic." The frown on his beak enforced the borders of the words to simply her meal. She nodded, noting that the niche was also the source of his mild lisp.

She lifted her goblet slowly, unconsciously prompting Gwen to do the same. Celestia smiled. "To your marriage."

"To our marriage." Gwen replied, clinking the rims of their glasses together. Once again, Gruff didn't move to take part.

Lights Out

The conversation had gone well enough.

Celestia curled up on her bed, running her front hooves through the warm magic of her mane and tail.

Enough.

Gruff had never really relaxed, maintaining his wariness and caution throughout the entire meal. Gwen, however, had opened up after the toast, informing Celestia of their plans in Equestria and being very polite while doing so. She complemented the architecture of the buildings, the intricacy of the artwork, the layered flavor of the meal, how pretty her mane looked; basically everything other than the way the dirt tasted.

Although she was pretty sure Gwen would have commented on that if Gruff had not loudly announced that he was taking leave to his chambers. Of course, she had stopped mid-sentence and sprinted after him, leaving Celestia with little more than a 'bye'.

The little orb flickered almost cheerfully in the dark. It had become a greeting, almost; seeing the crystal after a long day seemed to lift her spirits.

It scared her, and entranced her... almost like Chrysalis herself.

Celestia blushed and burrowed her head in her pillow.

Darkness had fallen. The very outlines of the figures around her shimmered silver, another characteristic that must have been carried over from Cocoon's ancestry.

But she was completely alone.

Luna's ancient rage had one good point burrowed in her blind anger; ponies had a tendency to sleep through the night in these times. These were the times of monsters lurking in closets, shadows stealing away lost foals... and Changelings taking lives in the night.

She knew in her own time, ponies had evolved to look at the sky as another world, and dedicated their lives to exploring and understanding it.

But for now, she was alone.

A few lights glimmered down the road. Ponyville. Her home.

The place where her family lived now.

Her pace picked up, dust kicking up around her hooves. A flicker of fire blazed along her skin, replacing the dark shell with aquamarine fur. Her wings vanished, and her mane withdrew into a narrow blue and silver plume. She blinked once, and her narrow pupils turned round on their emerald bases.

She had admitted the time away from her family into her foalish guise. She was now a mature mare, her strides long and elegant compared to the clumsy meander she had upon leaving. She was almost at the edge of the town now, and could see the short, spiked wall set up to deter enemies.

There were two ponies at the gate; a young, pale green mare with a blond mane, and a stallion, with a caramel coat and brown mane. They met her gaze as she looked them over, and watched as she approached.

"What business do you have here in Ponyville?" The mare asked, her voice lilting with an accent Celestia vaguely remembered.

"I'm here to see my family...?" Celestia tilted her head, slowing to a stop a few paces in front of the gate and its' guards.

"And who might you be?" The mare continued. Celestia noticed a straining pot resting upside-down on her head, but did not point it out.

"I'm Magic Shimmer. I've lived here as long as I can remember."

The mare opened her mouth to ask another question, but the stallion interrupted. "Miss Smith, ah know the mare's father. She's allowed in."

Miss Smith frowned, but stepped aside to let the stallion open the gate. While the female looked quite young, she had the attitude of a pony who had worked hard for each of those years. On the other hoof, the stallion had an easygoing way of moving that had a slight lilt to it, as if the same work had been much easier for his stronger build.

"Thank you." Celestia dipped her head and kicked up her hooves, lurching straight to a trot. The ground passed quickly beneath her hooves, and the dim landscape blurred at the edges. Lamps flickered in windows, the shadowy figures of ponies stretched into the reach of the light.

She skidded to a stop, gracefully spinning to face her destination. All of the lights were out, and the drapes hung loosely behind windows propped open from the summer heat. It would have been stretching her towns' hospitality if she had clambered in a window, leaving one more option. She tapped on the door with a hoof, expecting to wait for a reply from upstairs.

The weathered slab of wood swung open silently on its hinges. It hadn't been locked.

Celestia 'hmm'ed softly and stepped inside, finding the nearest lamp from memory and lighting it with a spark from her horn.

The narrow hallways' floral wallpaper was faded slightly and peeling near the roof. The floorboards were solid and worn from years of traversing, and there were a few drink stains and crayon marks along the edges. Celestia found the stairs with ease, her fake fur starting to singe around the edges.

There were five doors in the upper hallway. She knew which ones led to the bathroom, and to her own room. Of the others, one was a spare room, one held her older brother - some part of her knew he had moved back between jobs - and the last held the shared quarters of her parents.

She blinked a few times as the last of her cloak burned away, returning to her darkened skin. There was a chance that snooping into the wrong rooms would awaken the rest of her family.

She closed her eyes, mentally choosing a door.

She opened them to silk drapes and a dimmed lamp.

"Wha?" She muttered, sitting up. She slowly recognized her own room, the nervous tremors down her bones fading out. She leaned forward, resting her head in her hooves.

She felt tears running down her face, although she couldn't remember when she started crying. "W-what's real?" She sobbed. "What do y-you want me to f-f-feel..."

She sat like that for a long time, sobbing away the hours until dawn, until Luna's guard entered her chamber to wake her.

Is was the Changeling who had talked to her before, the pony hidden under the skin of a Pegasus long-gone. She did not speak when she grabbed him and pulled him into a hug, and he did not move to hinder or aid her. He simply waited for her tears to dry before helping her get ready to face the day.

As she left the chamber, Sky straightened the sheets on the bed with his teeth. As he moved the pillow, he saw a flicker of green from beneath.

He took a few steps backward, snorting in disbelief. The shock vanished quickly, overwhelmed by sadness and sympathy.

"Of all the ponies, you chose her?" His voice rasped around the empty room. His expression steeled quickly, and he spun, trotting stiffly towards the large doors. He paused, turning to look at the bed again. He smiled softly. "Goodbye, sister."

The doors swung once, and he was gone.

Shades of Night

Celestia paused on the way to the throne room. The windows seemed brighter, as if the sun had already risen. She shook her head, and shut her eyes, muttering about caffeine.

The window remained stubbornly highlighted.

Snorting, Celestia wearily approached the offending decoration. The brightened edges seemed to shrink as she approached, but remained.

Tilting her head to view the sky through one of the less-tinted panels, she saw the moon shimmering happily back. She frowned, closing one eye, followed by the other. She remembered this effect from somewhere.

Ah, yes, of course. She leaned back from the colored panels with a contented sigh. Changeling vision.

She continued trotting happily down the hallway before the realization actually dawned on her. Her hooves ground to a stop on the plush carpet.

She heard a quick trot approaching from behind. She spun around to see Sky arriving in the hallway. "I'm not feeling well." She yelled hastily, starting into a canter back towards her room. "Tell Luna to hold down the court for today!"

Sky stepped aside, watching her pass, and continued on his way. "Yes, your Majesty."

Celestia shoved open the double doors to her bathroom. It was a decently sized room, sided on three walls by mosaics and the furthest by a mirror. The floor was a tiled representation of the Elements of Harmony - the crystals, not the bearers - and the roof was an enchanted glass replica of her own cutie mark.

The room lacked toiletries; being royalty, there was a whole other room for that. Instead, each side was mounted with shower-heads. Celestia turned on all of the showers, and quickly locked the door. The mirror quickly fogged up, and Celestia sat down.

She ran her hooves over the small gray patch under her chin. It had spread up the side of her neck, the nerves underneath nonreactive to her touch. She stretched out her wings, checking them for deformities; the inner feathers of her wing had discolored to a pale blue, and seemed to be a bit tougher than usual.

Her eyeteeth also felt rather jagged today.

Sky shifted his hooves nervously, one ear pressed up against the edge of the door.

Oh by the goddesses, Lady Luna. He moaned to himself, Why do you always pick me to do these things?!

Another characteristic of the Changeling race was their echolocation skills. This, as well as the enchanted armor of the Night Guard, allowed him to 'paint' entire rooms and their occupants from even the most minor of sounds.

The steady noise of over a dozen showers was more than perfect for the occasion. With his eyes closed, her could see the outline of Celestia's body as she checked her growing carapace, every single drop of water running down her back, the flickering sparkles in her mane...

...and her ears unconsciously spinning to face each new noise.

Most of the time, when he was upset, Sky was able to chatter to himself in the Changeling's natural language instead of seething quietly. He was barely breathing, lest Celestia's new powers had manifested enough to hear it.

Couldn't be an intern, no, it had to be the one warrior in her entire army she would recognize.

Against his will, he let out an annoyed chirp.

Celestia's head shot up. Someone was outside the door.

She snapped her wings shut, and flipped her mane to hide the armor.

"Who goes there? Announce thy name!"

"Um... there's nopony here!" A small voice replied. "I'm a... just a plant!"

Celestia snorted, turning off the water and flinging the door open. It stopped halfway with a thump.

"Who goes there?" Celestia repeated. "Who dares interrupt my bath?"

"Why did you open a door on my face?!" The intruder replied, scrambling to his feet.

"Sky?" Celestia replied. "Why were you behind my bathroom door?"

"I'm here on direct orders from Lady Luna to watch over you during your sickness." He flapped his wings on the mention of his Princess's name, the enchanted armor having turning the feathers to skin in the moonlight.

"Of course." Celestia muttered. Steam started rising from her back as her magic channeled into drying her fur. "How long are you supposed to be here for?"

"Um... until you get better, I guess."

With a quick flash, the sun rose to its' peak outside. The moon set a couple seconds after. Celestia sighed, collapsing on her bed.

Sky let out a disappointed chirp as the enchantment on his armor faded. His fur returned to it's orange shade, and he sat down to preen his disheveled feathers.

He seemed completely oblivious to Celestia's burning gaze. "Cloudy Sky?"

He glanced up, a feather still caught in his teeth. "Yef?"

"What happened to your sister?"

He dropped the feather. "She died in a magical accident when a Changeling attacked you during her initiation." He recited the words calmly, as if they were simple facts, as if the life of his family member was not fated by them.

"Of course." Celestia whispered. "How did you become a Changeling?"

He looked curiously at her. "I was attacked in my own home by a Changeling monstrosity."

"How long did you stay with other Changelings?"

"Haven't." He said simply. "I retained my disguise until the attack, and moved away whenever ponies became suspicious."

"Oh." Celestia rolled over, turning her back to the warrior. Her eyes closed as she thought.

He was silent for a few minutes. "You've met with a terrible fate, haven't you?"

Her eyes snapped open, and she sat up abruptly. "What?"

His gaze drifted from hers to her pillow. Her blood ran cold.

"I lied." He continued. "I know what happened to my sister."

"What?"

His eyes narrowed. "Don't play games with me, Celestia." His body flashed green, and his Changeling skin took it's place. "You know what I mean."

"I... I..." She paused, before pulling the orb out from its hiding place. "Yes. I do."

He nodded gently. "I don't know why she chose you, of all ponies. You see, the orb..." He shook his head, frowning. "I have to go. Uh, good luck."

His guise blazed back into place, and he trotted quickly out of the room.

Hallucinations

Celestia hadn't slept that night. Or the night after that.

Her weary shakiness and general dizziness had enforced her 'sickness' lie, and most ponies steered clear of her room.

And 'most' meant all but one.

Celestia pushed herself into a sitting position as the door opened. Cloudy Sky entered quickly, trying to avoid getting hit by the door as it returned to its original place. He gripped a large silver tray in his mouth, his wingtips touching each side to keep it balanced.

"Oh. It's you." Celestia slid back down the headboard, sinking back under the covers.

"Wm hmlm mm mm mu." He replied, rolling his eyes.

"What?"

He set the platter on the foot of her bed, frowning up at her like the mother of a disobedient child. "Well hello to you to." He deadpanned. "Now eat."

"I don't want to." Celestia replied.

"I made this myself!" Sky protested, hopping up onto the bed. He shed his Pegasus skin in order to levitate the tray. "The cooks said you 'needed to fast to recover'. There's nothing a crapload of herbal tea can't fix."

"You made tea."

"Oh, of course not, it's toilet water." He drawled. "Drink it."

She glared at him from the edge of the blankets. "No."

During the past week, the two had become close friends; even more so when she agreed that being her ~~slave~~ ~~footstool~~ helper was a much better punishment than banishment to the moon. He had refused to leave the room on numerous occasions and brought her meals against both the wishes of the kitchen staff and herself.

Close friends was putting it lightly. It was more along the lines of 'I want to kill you but I'd get arrested' and 'there is a signed document that keeps me from leaving you for more than an hour', which is basically what friendship is anyway.'

"I am royalty!" Celestia shouted. "There's nothing you can do to make me eat!"

"I will tickle you." Sky hissed, a dead-serious glare focused on Celestia's skinny frame. "Nopony will hear you scream."

Celestia gulped and vanished under the covers with a yell. "Tactical bedfort!"

"Wha?! No! Get out of there!" Sky chattered angrily as he attempted to haul the blankets up. "You are a Princess! You shouldn't act like this!"

The pillows in front of him lifted into the air with a golden glow.

"I hate you so much." He sighed, resigning to his fate.

Feathers flew as each of the plush headrests collided with gray shell. One tore open while gliding along his horn, catching on the tip and dumping feathers all over his face.

Celestia peered out from the blankets, cautiously levitating the rest of her arsenal.

"You made me spill my tea." Sky pouted, setting the mostly-empty teapot on the table at the other side of the room. He faced her with a devilish grin, a few feathers sticking out from his fangs. "Nopony gets away with that!"

He leaped towards Celestia's head, and she withdrew under the blankets again. She hooked his hoof upon landing and pulled him into the self-proclaimed 'bedfort'. Sky squealed in protest and scrambled to escape, mistakenly kicking her chin.

The resonding 'clunk' froze both captor and escapee.

"It's spread, hasn't it?" The way Sky said it, it had stopped being a question.

Celestia turned away, intending to hide the armor. Instead, she heard Sky inhale sharply. "What?"

"It's gone all the way down your neck." She felt a vague pressure along the base of her mane, and realized she couldn't truly feel his hoof. "Beyond, actually."

As he continued running his hoof down her back, she felt a mixture of fear and pleasure. It terrified her that she hadn't noticed, but something about Sky being so close to her made her feel... full.

Did you hear me?

"What?" Celestia tilted her head to see him. "I zoned out."

He wasn't smiling like usual. In fact, his expression could only be called shock. "You were broadcasting your thoughts."

"What?"

"You were using a hive link." He paused, before considering her ignorance and continuing. "It's a method Changelings use to communicate; we think out our plans, and nearby Changelings can hear and respond. It works much further than yelling, as well."

There were rapid taps at the door, encouraging the two ponies to emerge from the blankets.

The door swung open, revealing Luna and about ten of her guards. She looked about to speak, but blushed heavily upon seeing the two. The guards managed to avert their eyes after a few stunned seconds.

"Luna, why are you..." Celestia slowly came to a realization, focusing her gaze on Sky as he reached the same conclusion. "This isn't what it looks like!"

"We're not I mean she's not nothing - AUGH!" Sky let out a yell as he was unceremoniously shoved onto the floor. "We weren't doing... that!"

"O-of course, sister." Luna replied, her voice much meeker than normal. "Um... the Changeling guards," she nodded to her companions, "said they all heard something. Apparently is sounded like you. Are you... um... alright?"

"Something about 'feeling full'." A guard elaborated, blushing heavily. His shimmering blue eyes seemed to glow against his gray coat. Celestia was somewhat impressed by his closeness to his Changeling skin, while distant enough to avoid suspicion. "Um... thanks."

"For what?" Celestia asked.

"Complimenting my disguise." He replied, frowning slightly. "How can you use the hive link if you're not a Changeling?"

"Okay, you caught us!" Sky suddenly shouted. "We're together. We're so in love that we can understand each other."

"Sky?!" Celestia shouted.

"I must have just thought too loudly while I was trying to figure out what she was saying." He sighed. "If we could have some privacy, please?"

All of the ponies in the room were blushing now, Celestia included. Luna and her guard quickly turned tail and fled, slamming the door behind them.

A few awkward moments passed before Celestia finally regained her voice. "Sky, why did you say that?"

"Would it have been better if I told them you were turning into a Changeling?" He replied calmly. "They already suspected it. The least I could do was save your reputation."

"Oh..." Celestia felt somewhat let down. "Thank you."

He blinked, as if he expected her to react differently. "You can thank me once you finish her memories."

Celestia looked towards the ball on her bedside table, currently disguised as a 'broken' lamp pull. "...okay."

Sheer Exhaustion

Celestia gritted her teeth as she was flung into a world she should have had no part in. But here she was.

The scent of ponies, of warm meat, filled the narrow space. It was all she could do to keep from drooling.

One part of her that existed in this place was filled with primal lust; wishing she could simply break through the doors and devour anything breathing inside.

One part of her wanted to simply be in the presence of her family, and feel their love.

One part of her couldn't figure out which to choose.

She shrunk back against the wall as a loud chorus of hoofbeats echoed from one of the rooms. A faint memory drifted up; "I have to get up early, Shimmer. If I want to be a guard, I have to rise with the sun."

He didn't choose me to serve under, though. Celestia remembered. I was too cruel to his kind.

The door swung open, and a ratty-maned and bleary-eyed Sky slowly walked out. He stopped in the doorway, obviously seeing Celestia but not really registering what was going on.

In a blur of motion she had no recollection of deciding, she lunged forward. Her fangs dug into his mane, and one wing slapped over his mouth. With a wild leap, she crashed through the window at the other end of the hallway.

There was a single moment where she seemed to hang in the air, the glass around her full of reflected light, and the rising sun burning brilliantly on the skyline.

And then she hit the ground, spears of pain shooting up from her hooves. She ground her teeth together to stifle a screech and started running. Her free wing flapped occasionally, freeing up pressure from her front hooves for a few moments. Sky was struggling against her grip, using his mouth to bite at her neck instead of yelling.

The dark shadow of the Everfree Forest started to show as the meager town ended. In a matter of minutes, Celestia tore through the first layer of undergrowth and into the lower grasses inside.

Without thinking, she started heading to the Old Ruins, a place she remembered exploring with Luna at somepoint, and even more vaguely with Sky himself.

Slowly, the thick forest thinned, opening into a clearing. The sun streamed down in larger patches now, dappling her dark gray flank with silver spots. Sky had given up, falling limp and opting to look around instead. Celestia fully felt the pain in her legs now, spikes that shot up her limbs with each step. She slowed her pace, the soft grass keeping some of the pressure off her heels.

The entrance to the ruin was less overgrown than she remembered, of course, and it was much easier to traverse. She wandered off to the side, finding the entrance to what might have been a dungeon, once. The stairs were little more than lumps, and it was almost easier to slide down than take individual steps. She removed her wing from Sky's muzzle, hovering down the narrow chamber and into the open room below.

Little half-walls had eroded from bars and stone, sunlight lancing in from occasional holes in the roof and the upper half of the dungeon.

Celestia kneeled down, laying Sky gently on the stone. He stood up and backed up calmly, watching as she collapsed to her side and began nuzzling her hooves.

"Who are you?" His tone was rough, and harsh. A part of her stung from his unfamiliarity.

"It's me." She whispered, looking up to meet his eyes. He stepped back, frightened of her voice.

"I don't know you." A cross between disgusted and curious, she noticed.

"You do." She insisted, hissing as she found a tender spot on one leg. She felt traitorous tears rising in her eyes. "You have to remember me, big brother!"

She heard him snort, his hoofsteps backing away. "My only little sister is Magic Shimmer! You're a-a monster!"

A monster...

Celestia looked up at him, now crying fully. "Sky! Please remember me... please..."

You're a monster...

"You can't be her. She's in Canterlot, training."

I'm a monster...

"No... it went wrong... I was... I made a mistake."

I'm just a monster...

"What happened?" He was sitting now, not far away.

I'm... just...

"Your sister... the Changeling... you switched." She choked out. "The Changeling went to the Academy... your sister was captured as a Changeling spy." She saw Sky open his mouth, but she held up a hoof to quiet him. "Celestia watched over. The Changeling's task was to kill your sister, and... she couldn't. Celestia figured out they had been swapped, and..." she paused, swallowing, "...and your sister tried to protect the Changeling."

"What do you have to do with this?" Sky asked quietly.

"All of their magic - Celestia's guards, Celestia herself, Magic Shimmer and Cocoon - combined. Your sister and the Changeling were caught in the crossfire and... merged." She took a deep breath. "I... I am that merge."

Sky's breath hissed as he drew back. "That's impossible. The Princess would never let that happen."

Celestia nodded slowly. "It happened."

Sky was still frowning, but his emotions were a whirl of chaos. "I... I can't... why did you bring me here?"

"I needed you to listen."

"But... my family... my friends... my girlfriend..."

Celestia felt a sudden hope spark in her chest. "I'll see if I can get someone to come, okay? But please... stay here."

He frowned, but nodded. "I'll wait two days for you to come back."

Celestia slowly got to her hooves, her legs hurting less than before. "Goodbye, big brother."

His expression was flat, his eyes flashing like flint. "You are not Magic Shimmer."

Celestia frowned, but backed up nonetheless. With one backwards glance, she trotted up the worn stairs to the surface.

Celestia quietly slid the deadbolt closed as she exited the castle. Concentrating on the image of her brother, a green flame quickly consumed her gray skin.

While Cloudy Sky sat patiently under the stone of the castle, watching the beams of light play across the floor, his sister donned his skin and hunted for their family.

Sky watched in silence from the foot of Celestia's bed. His breakfast lay cold beside him as he sat, waiting for the Princess to wake up.

He ran a hoof over the blankets on her tail, watching her pupils flick around under her eyelids. She whimpered, frowning, before her expression calmed again.

Sky sighed, reclining against one of the bedposts. He closed his eyes, tuning into the hive link for a few moments. Her voice was there, again.

I'm so... hungry...

...but I'm a monster...

...I'll always be a monster...

Sky frowned again, petting her tail through the shimmering fabric. He tore his gaze from her peaceful face, and gazed out the window instead.

"I don't think you're a monster."

Celestia rolled over, one wing tangling the mess of blankets. Sky quietly released the appendage, watching as she opened it fully before pulling it closed.

"I don't think you ever were."

Blood Moon

My brother has changed.

She did not even notice that she referred to Sky as hers, and to be honest would not care even if she had. She had approached the town, and, seeing a house with a broken window, trotted up.

"Oh, honey! I thought you ran away!" A tall, extremely curvy unicorn sauntered out of the house, her coat sticky with sweat. "Give Mommy a hug!" She leaned forward, but pulled back at the last second with a little laugh. "Oh, I guess I shouldn't. Work came home today."

Glitter Dancer... the Unicorn with a name that didn't sound like magic...

Celestia was suddenly very grateful that contact had been avoided.

"Mom..." The word felt familiar in her mouth, "where's Dad?"

Her face fell. "He'll be home... soon. Come inside, Sky."

"I'm sure you know the story by now."

The memory fizzled out with a snap, and Celestia could see that she was outside, pinned under a semi-transparent wing. Judging by the high stone walls, this was it. Her final moment.

Queen Chrysalis continued talking, her voice a mere whisper. "The evil Changeling emptied the soldier of love. He became her first victim, but there were many. They were produced naturally, through the breeding of the transformed." She laughed, and the 'chink' of chains and a slight choke notified Celestia that her collar had been pulled taught. "And eventually, she attacked you. Did you know her then? Did you see yourself reflected in her eyes?"

"Queen Chrysalis of the Changelings!"

Another jangle of metal as the Queen lifted her head, probably looking the speaker in the eye. "Yes?"

"This is to be the day of your execution! Do you have any last words before you are punished?"

She growled, loud enough to see the guards around flinch slightly. After a few moments, they caught on that she was laughing. "You think... you think that I will give you the pleasure of begging for my life? No such thing!"

The guards snorted in shock. Hoofs pawed angrily.

"You really think that I, Queen of the Changeling nation and ruler of millions, will fall to her knees and pray to your goddesses?! Fire away, boys!" She ended with a maniacal laugh, her breaths rasping from starvation. "Take your best shot."

She struggled against the chains until she was standing tall, and lifted her head proudly. Even in death, she was the epitome of pride and dignity.

The magic of the unicorns swirled as one, each pinpoint of light a bright gold. Celestia heard Chrysalis sigh.

"You've already done this to me once."

The eyes of a few guards burned white with the power they were amassing.

"Don't think it'll work this time, either."

The beams started lancing towards her, and Chrysalis charged her own spell.

"Goodbye for now, Celestia."

The entire scene disappeared in green light.

Celestia's eyes snapped open in her own room. Her body was drenched with cold sweat. She felt like she didn't fit in her own bones. Panting and bleary-eyed, she rolled off of the bed and blundered into the bathroom. Her hooves felt light, her head felt heavy, her fur felt like it was stuck to her flanks...

She clicked on the light and stopped dead.

She was staring into the eyes of a off-white Changeling Queen.

With a terrified screech, she reared up, kicking the intruder. A cracking noise followed quickly, and the Queen vanished under a spiderweb of cracks.

"P-Princess! Are you alright?!" Sky cantered in, silently cursing himself for closing his eyes. "Prince... oh."

Slowly, Celestia turned to face him, consciously aware of the lack of her mane flowing beside her face, the lack of wings folded warm against her back. "Sky..."

She slowly kneeled, rolling onto her side and staring into the mirror from the ground. That was her now, she noticed.

She was as tall as she was before. Her coat was a bit grayer than it had been before, and her mane was a pearlescent pink-blue.

That was where the similarities ended.

Her eyes were slitted like a cats', the irises around them a pale purple. Her horn was a twisted, holey mess, and her ethereal mane was reduced to a thin, silky sheet, also riddled with holes. Her wings were the same not-quite-gray as her coat, an insectoid web folded into itself. Her back was covered in a domed shell that matched the two-color sheen of her mane, offset by three blue bands on each side of her ribs. Her tail matched her mane almost perfectly.

And on each flank was a pale, splotchy, crude crayon-esque sun.

"My... Queen." Sky muttered, still in shock.

"I am no Queen." Celestia growled. She heard the echoes of her own voice, the three-part cadence that made up her new speech. She thought she detected Luna and Nightmare Moon in her own words, and sighed.

"Queen Celestia." Sky repeated, bowing down on one knee. "I am under your command."

"I told you, I am no Queen!" Celestia yelled, jumping to her hooves. "I am a Princess of Equestria! I am a Sun Goddess... not a... matriarch of monsters..."

If Sky was offended, he didn't show it. "My Queen, you must tell your sister of your developments, or I will."

"You will do no such thing!" Celestia growled, turning to glare at him.

Sky was suddenly aware of just how much taller she was than him. "A-as you wish. B-b-b-but she will see you at some p-p-point, won't she?"

Celestia grimaced, looking back to her splintered reflection. "I guess I will have to remain here until I master my own form."

"You can't."

"I will." She replied firmly. "No matter how long it takes."

"Not that, you just can't."

"Elaborate."

Sky sighed, scuffing his hooves. "You can't ever turn back into your own form."

Celestia snorted. "You did."

"I was created differently than you were!" He protested. "I was drained... you were... assimilated."

"What's the difference?"

"The ponies drained of love still retain clear memories of themselves and their lives. Assimilated ponies find their memories too garbled with that of the Changeling that changed them to discern their own form."

Celestia scoured her mind, trying to find a way to link that perfect princess she had in her mind to a memory, to something that would make it her. The further she struggled into the memories, the harder it was for her to catch glimpses of herself,.

A single memory flashed out of the gloom.

A pale white face stared towards her.

"I'm sorry." It mouthed.

And then it was gone.

She sank to her knees, her panicked breath fogging up the glass. "Who am I? What do I do?"

Sky slowly lay down beside her, reverting back to semi-instinct as he began gently preening her mane. "Your name is Princess Celestia." He softly reminded her. "You have a sister named Princess Luna..."

Before Sunrise

There was a loud crash as one of the light bulbs in the chandelier above blew out. A series of small shards of heated glass rained down upon the pony waiting patiently below.

Each fragment hit almost eerily with their sharp edges against her sides, but each one slid away and left no mark.

Celestia sighed, shaking a few settled pieces from her back. Sky watched nearby, eyeing the strange ceremony curiously. She had explained her motives, but he couldn't help but feel scared each time a new shower of glass sprayed down upon his Queen.

After a few more showers, the room was plunged into darkness.

"M-my Queen?" Sky called. "Why didn't you just turn it off?"

He heard her sigh. "Because Luna knows where the switch is. She would have turned on the lights the second she got worried."

"Oh."

The two stood in shadowed silence.

"My Queen?"

"You can just ask the question, Sky."

"Oh. Um..." He shuffled his hooves. "I... I... I think... I think I love you."

He blushed as he felt Celestia's head alongside his own. "Don't worry, my little Changeling." Her lips grazed his cheek. "I might just love you too."

"Sister? Are you in there? Your lights are out."

"I am aware of that, Luna."

She shifted awkwardly. "Well, I guess it's fine... may I ask why?"

"Because I... I don't want you to see me right now."

"Why not?"

There was a shuffling, and the door closed gently behind Luna. "Can you trust me?"

"I will always trust you, sister."

Slowly, a pair of glowing blue eyes opened to Luna's right.

"S-sister?"

Another pair of eyes opened. And another. And another. Within moments, all but one splotch of the room was dotted with the eyes.

"Do not be afraid, Luna."

A dim gold glow lit the room, illuminating the face of a Changeling Queen. Her eyes sparkled in the light, evoking a strange feeling of family from the Night Princess.

"It's me." The creature ahead of her was speaking, but the voice was that of her sister.

Slowly, the light intensified, defining the faces around the eyes; pupil-less lenses became defined pupils as Luna slowly recognized members of her guard and workers around the castle.

"S-sister? What did they do to you?"

The Queen looked away, glancing down to a Changeling beside her. "They did nothing."

"B-b-b-b-but you-"

"I know what I am!" Celestia replied forcefully, her eyes narrowing towards her sister. "And I am placing my trust in you! I protected your identity when the Nightmare overtook you, and I wish for you to do the same for me!"

Luna gaped around at her guards before snapping her mouth shut and nodding firmly. "You may trust me. I will not speak of this."

Celestia sighed. "Thank you, Luna."

The Changeling at Celestia's side chirped loudly, nudging her with a hoof. The two carried on a conversation in chirps, as Luna waited awkwardly.

"Whenever you talk to me where others may hear, please call me Cocoon."

"Of course." Luna turned to leave, but looked back at the last second. "When will you tell Equestria?"

"When I am ready."

The second Princess nodded, leaving the room.

Celestia looked around, meeting the eyes of every one of the Changelings in the room.

"Please, sit down."

They all obeyed, despite being slightly confused.

"Now please... tell me everything about you."

One Month Later

"We understand that thou has been displeased with the absence of thine Princess of the Day! Fret no longer, citizens of Equestria, for your Princess is alive and well, and shall be making an appearance once you all quiet!"

The panicked masses fell silent under Luna's call, looking up to the balcony.

"If you see anything that frightens you, do not fret! All is well!"

A loud muttering broke out, ponies clamoring to understand why such a message would be needed.

The regal Alicorn posed in front of a mirror, fretting up at her crown.

"Is this really necessary?"

"Yes." Celestia replied, watching from the other side of the pane. "Refold your wings, you look like you just ran a marathon."

"I feel like it!" The second Celestia replied, obediently fluffing her wings. "You made me change all over again to fix minor details!"

"Whatever do you mean? Your crown is off-kilter."

"Thanks." She fixed the tilt, before frowning again. "Oh deary me, you're missing one of the points on my butt-tattoo! Better redo everything!"

"I don't sound like that." Celestia replied. "But thank you, Sky. For everything."

The other-Celestia frowned. "Oh, my precious little pastel ponies, I've missed you so much! Teeheehee!"

Celestia frowned again, taking on the form of one of the Solar Guards. "My hatred for you has reached a peak."

"You won't be thinking that tonight~!"

"Cloudy Sky!" Celestia yelled, blushing furiously.

"Sister!" Luna announced, looking back from the balcony. "Oh, uh, sister! Are you coming out here or not?"

"Here goes nothing..." Celestia muttered, donning her golden armor.

"Yeah, like you're the one this whole facade is resting on." Sky simmered, shifting his hooves.

Celestia trotted out into view, seeing a dozen other guards at various points in the crowd, each resonating with the green essence of Changeling. Sky followed after her, his disguise reviewed over and over until every little detail was perfect.

"Citizens of Equestria!" He yelled, his greatly-more-feminine voice subduing the crowd. "I have come before you today to address the problem of my absence!"

Celestia glanced up at him, waiting for the key moment.

"I do not wish for you to be fearful of what I am about to say. This is the truth of the matter and shall not be taken lightly. Please, my subjects, do not flee."

He looked down, meeting Celestia's eyes. She nodded.

A dozen-and-two ponies vanished under pillars of green flame.

A dozen-and-two Changelings took their place.

The real Celestia soared up into the air without hesitation, her gossamer wings catching the sunlight and directing it upon the masses below.

"Do not fear, my little ponies! This is no corruption, no attack. I... I am Princess Celestia."

The gasps and screams rose up around her final words, the Changelings in the crowd fleeing to the rooftops to avoid the angered masses. There was nothing she could do anymore, she realized, she was the enemy, and they were the prey.

"Changelings, come to me!" The small group fluttered up to the balcony, trying to act as Equestrian as possible. "Go down to the entrances and barricade them." She instructed calmly. "Inform the other Changelings to disguise themselves or hide. Instruct the guards to set up at their outer posts. Dismissed."

As the ground clambered off into the castle, Luna trotted up to her sister. "They will accept it in time."

"Like they accepted Discord or Nightmare Moon?" She sighed. "Admit it, sister, they are as close-minded as the Griffons."

"That may be true." Luna answered. "But they need time, and kindness. Discord threw the world into chaos and was not gentle in the process. Nightmare Moon attempted to exterminate the pony race by pushing the sun from the sky. You are still you, just in a different skin. They will find their way in time."

Celestia turned, walking away into the darkness of her room. "We shall see, my sister. We shall see."

Daybreak

Celestia stood in the center of the crater. The burned husk of the Changeling hive lay dead and black around her, the tearing wind and pouring rain having washed away the blood and the grime of a battle once fought. Equestria's closest town lay as a dark smudge on the horizon, the flowing grass replaced fluidly by rolling golden sand. A few barren, spindly trees reached their dead, gray fingers to the unforgiving sun, pleading for rain that rarely came.

A golden crown hit the ground with a crack, a layer of dust billowing out from the impact.

"Do you see?" The Princess whispered. "Do you understand what I had to give up?"

She looked around, knowing full well she was alone here.

But despite her soul being the only one, she felt an energy flowing through the ground that she had not known before. She recognized it now.

It was love.

The love of Changelings rushing to defend their families. The love between the parents making their final stands over pits of foals. The love released as their lifeblood ran on the stone. The love left to fizzle away.

Celestia fed her own energy into the ground, her energy merging with that of the hive.

"Do you understand what I'm willing to do?"

Spires of green-gray crystal began to spike from the edges of the crater, stone and love congealed into a solid form. Branches spread like fans, stretching and connecting.

"Do you understand what I'm willing to give?"

The spires arced, connecting at the top of the dome. The last of the crystalline fans wove together, the last of the unfiltered sunlight dying out.

The Princess of the Sun and the Queen of the Changelings stood still, the emerald sunlight wreathing her in a warm embrace. A late whirl of wind from her spent magic blew a cloud of sparkling dust into the air.

"Do you understand at all?"

---A few months later---

"My Queen, the third nursery is complete."

"Thank you, Chimera."

The small Changeling scuttled away, replaced by yet another.

"My Queen, the fifteenth embassy has returned from Ponyville, and they say it was a success."

"Thank you, Seethe."

Celestia looked up as a series of hooffalls echoed above, the oddly heavy sound of Equestrians. A tall Changeling mare strode in, grinning happily. "And this is the main chamber, that over a hundred Changelings go through each day! It's also home to our Queen, Celestia!"

A series of small faces peered over, around and under the guardrails, each foal scanning the chaotic mass for the Queen. Celestia rose up, spreading her wings and soaring up to the platform. With a sudden thud, she landed, the class of foals scrambling behind the surprised Changeling guide.

"A-ah, Queen Celestia!" She bowed quickly, her wings instinctively fanning over the foals. Shouldn't you be working? She projected into the hive mind.

Celestia laughed, nodding her head for the guide to stand. "I'm here to look at our latest batch of Changelings." She grinned evilly, flashing her fangs. "I hear foals are quite juicy."

The schoolchildren screamed and reversed, except for one. "What if we wanna be Changelings?"

"Well, you can come back when you're older. We accept new Changelings all the time, but you have to be old enough." Celestia softened her smile, drawing the young foal into a nuzzle. "Now, Sketch, run them along. Don't want them to be late for the chariots."

"Of course! Come along, colts and fillies! And don't mind silly ol' Celly, she's just prickly when she has to work all day." With that closing statement, Sketch trotted away, a double line of foals trotting after.

Another Changeling landed beside Celestia with a grunt, watching the foals depart. Celestia confirmed it was Sky with a sidelong glance. "So, my Queen, what do you think? This new life fitting you?"

Celestia smiled, turning and scanning the hive, bustling with life and energy. She sighed happily, a wing draping over Sky. She remembered Queen Chrysalis, her tyrannical ways and the ways she had branded onto her Changelings. She remembered her own failure, sentencing her to death, killing thousands of Changelings in the process. A little tingle of respect, of love, sparked inside her. I forgive you.

"You know what, my little Changeling? I think I'll be just fine."

---END---