Chrysalis sat on her throne swaying back and forth eyes closed, listening to the gentle singing of one of her Maidens. Chrysalis reluctant to admit it as she was, had to say that they’re company was soothing to her.

While being the queen, and mother of a near 5000 idiotic children was tiring, it did have its perks. One of them was the queen’s Maidens who took care of her personally. It was such a shame she was only able to birth 20, they were the only other females in the hive, and the only others capable of powerful magic. Naturally she had to keep their numbers low to stop potential rivals from forming.

19. She thought suddenly. Her mood taking a turn for the worse as she remembered. She had destroyed a Pony village to keep up her end of the bargain. But those damn ponies had put up more of a fight then she thought they would, and for it she paid the price.

Her down mood didn’t last long however. A slight smile tugging at her cheeks. Well at least those Ponies are going to get what’s coming to them soon. She thought. The smile breaking out into a fully formed wicked grin.

The thought of what was to come to those damn ponies sent pleasant shivers down her spine.

Just as she relaxed once more she felt a surge of panic, and in the hive. She felt a rallying call go through it. She took a deep breath and felt a part of herself pull away, she saw lights and images flashing past her as she moved from Changeling mind to Changeling mind. First there was confusion, then panic, then… pain?

She wasted no time and teleported herself to the bottom floor of the hive. She found her senses overwhelmed. All around her was chaos, something was attacking her hive. Smoke clouded her vision and she heard the shrill death shouts of Drones unlucky to be caught unaware. “Enough of this.” Lifting her hand above her head she channeled her magic above her and released it in a powerful wave, clearing the smoke.

A hoard of a hundred small insectile creature lashing out at any Changeling was what was revealed. She felt like mentally slapping herself for her stupidity, now that she reached out she could clearly feel the presence of another hivemind brushing against hers.

For a second she was distracted, she just couldn’t stop herself from studying them. They seemed slightly larger than dogs, and appeared to be belching up smaller versions of themselves after eating like Parasprites.

One broke from the main body made it’s and wondered off looking for a new target. It stopped and looked to her. Two long antennae following most of its body began to twitch and vibrate as it looked at her. It took her only moments to figure out that it was sending a message to her hivemind, her own drones did something similar when they’re less experienced.

She sent a shot of magical lightning out from her palm frying the creature. But she could tell it was already too late to stop it. Others like it farther back had stopped trying to push forward and now stared at her. Instead of charging at her however like she expected they began to retreat through the hole they made in the wall of her hive. Some scattered, some burrowed through the ground. But it didn't concern Chrysalis her Changelings were natural trackers.

One of her guards in his royal purple chitin armor flew over to her from the previous heart of the fight. As he feel to a kneeling posture before her she spoke. “Send a group of Drones after them. I want to know where they came from.” Looking at the hole in the wall with mild distaste she added. “Patch up that hole while your at it.”

“It will be done my Queen.” He said lowering his head as he left.

There is the matter of how many she lost but It was a simple matter of making sure to lay enough eggs to replace them.

Chrysalis clicked her tongue in annoyance as the missing presences she felt told her she had lost around 400. Well whoever did this will be a corpse soon so it matters little. At least it will allow me to get some use out of my new livestock.

*Davara First POV*

I nervously bounced the psychic lightning I found out how to make between my hands. I had discovered I was psionic to some degree when I first came to this world. But with between everything going on and my own stupidity I hadn’t had time to try it.

Suddenly everything fell out of focus as I felt my attention being pulled somewhere else. My attention pulled to what a Hopper was seeing. My eyes bulged as I saw what it had found. Standing before us was Chrysalis, she stood imperiously before our eyes. Long green hair flowing over her body, standing a good 4 feet above the others. I wanted to say she was beautiful, but as if something was stopping me I just couldn’t. Something in the air seemed to prevert and taint any real beauty she may have had.

That’s enough of my gawking. I thought. I still had plenty to do. I sent a command to retreat back to our temporary hive. They would split up and go several ways while covering their tracks to try and throw off pursuers. I knew I had to remove her, but I had bigger concerns right now.

“Abatha I thought you said she was going to emerge soon!” I said with a hint of annoyance in my voice. Crushing the lightning in my hand it fizzled out.

I left the entrance of the cave for the deeper chamber which held the chrysalis containing Fluttershy. I couldn’t see her progress inside anymore. Earlier the virus within had begun to thicken, and now the chrysalis had lost all transparency.

Forcing her to emerge to soon could be damaging… Though I do not think you have to worry about that. She seems to be gaining consciousness. Sure enough something seemed to start pushing against the chrysalis as cracks formed and spiderwebbed across the surface. Slowly pieces fell and the whole shell let out a slight cracking noise. Without any sense of grandiose the rest of the shell fell to the ground, releasing the virus and with it a coughing transformed Fluttershy.

She sputtered and spit the substance out of her mouth now that she’d regain consciousness, and wasn’t being supported by the chrysalis. As she was distracted I moved closer to take in the changes that had a occurred. She was about a foot taller then she had been previously! Most of her body had been covered in strong plates of chitin, the skin not covered was also now significantly stronger than it had been. As she gasped for breath I could see lean muscle flexing beneath the plates as well. What little fur was left appeared a duller yellow, and had taken on a more coarse appearance.

Those could probably be considered the most minor changes too. Her hair had been turned into chitinous dreads like mine or Kerrigan’s. The feathered wings she had once had were gone now, the new ones in their place were leathery and batlike. And located on each of her arms about halfway between her elbows and her wrist were large chitin bumps with holes leading down them in the front. They didn’t seem like much but I knew that if she wanted two razor sharp blades of chitin would shoot out of them. I’ll admit I took inspiration from another game I liked with those, giving them to her was also away to make up for the batlike wings since she lost a way of attacking with them. Arm blades instead of bone wings… Yep fair trade!... Well in my book at least.

I reached out my hand out for her to grab as she rubbed the remains of the chrysalis out of her eyes. Then she screamed…

*Fluttershy First POV*

I was scared everything was dark. At first I tried to thrash about but couldn’t move, like something I couldn’t see was holding me in place. I tried to scream but nothing filled my lungs.

All around me I could feel dozens of eyes on me. I still couldn't see anything, but it was like I could sense them. I stopped thrashing slowly, their presence made me feel calm and safe for some reason.

I floated calmly for several more seconds before I felt like something was pushing on the back of my brain telling me to move forward to walk out of here. I threw my arms out on instinct. They smacked into something hard and stone like. But I kept throwing myself against it.

I realized I couldn’t breathe anymore. I grew more frantic, till finally I felt something give. Light poured through a webbed crack in whatever I was in. Everything tinted a sickly green. I reared back my fist, trying to remember how to throw a punch. I really should have taken Applejack and Rainbow Dash on their offers.

I grabbed on to the wall or whatever it was, and punched with everything I had.

The wall burst open dumping me with the rest of its contents. As I was thrown to the floor I frantically rubbed my eyes to clear away the thick goo. My breath was shaky, and I was still occasionally coughing more goo up.

As the last of the goop fell from my eyes, I sensed something off to my left and turned.

I know I’ve always been easily scared even with all the big mean looking animals I take care of, but the creature beat all that. It was huge, and armored like a insect. It thrust its claws at me and I screamed as loud as I could.

I slapped the claw away, and bolted to my feet. I heard a struggled sound behind me as I turned. But it was to late as I was already running, my heart pounding to loud in my ears to hear anything.

I ran as fast I could. I was clearly in a cave, a surprisingly well lit one too. But none of that mattered now as I ran from whatever was behind me. So I just kept running hoping the exit was this way.

Author's Note

This chapter was meant to be longer, but with how long it's been since the last chapter I decided I just needed to get this broken up and out while I figured how to refine my writing for Fluttershy in the next part.

It was originally going to be one chapter. But it was either this now and another part sometime later. Or till I was able to get in the right mood to write the rest. Sorry if any of your are disappointed.