Cold Fire

by blackcat

Rating: teen
Tags: Equestria Girls, Queen Chrysalis, Starlight Glimmer, Adventure, Main 6, Dark, Alternate Universe, Other, Changelings
Length: 51142

Chrysalis returns for her throne and she is not alone.

As Equestria and the Changeling Kingdom prepares for the Crystal Heart Fair. Chrysalis and her remaining loyalists move to retake power and put an end to Equestria once and for all.

My first story so constructive criticism welcome and needed, I may have bit off more than I can chew.

Published 2017-05-19 19:20:01 UTC
Last updated 2018-06-27 19:42:12 UTC

Prologue

One does not simply trot into Maredor. Mostly because the only place worth trotting to is a hidden, fortified valley nestled between volcanic mountains that were themselves in the middle of a barren wasteland. A shame because said valley was really quite vibrant and beautiful, if you didn't mind all the changelings that (until recently) where the main reason no one trotted out.

"King Thorax? Sir?"

The changeling King turned from his view of the sun setting over the jet black Tryptic mountain. "Just Thorax, please." Thorax said as he walked towards the round table his advisers, the leaders of the Royal Guilds that were responsible for running the Changeling Kingdom, were gathered around. "What where you saying Micro?"

Microchips, a relatively small and thin lavender Reformed changeling in charge of the beetles used for long distance communications, adjusted his glasses before replying. "Right uh, Thorax sir. Just that we're all set up to broadcast the Crystal Fair to the entire Changeling Kingdom. We just need to set up in the Crystal Empire and the little fella's will do the rest."

"Finally the Hive will have entertainment that isn't fire and/or stabbing based!" Thorax joked. "It will be good for the whole Collective to see changelings and ponies celebrate together, especially the freshly hatched pupae." He then frowned. "How are they? Will they be awake by then?"

Gloriosa, an Unreformed changeling and the Chief Caretaker of Younglings, sighed. "They are late yes. The blast that Reformed you must have frightened them and delayed their metamorphosis, but it's nothing to worry about. You'll be the first informed when they start hatching. Trust me sir, I've got this." She smiled nervously as Thorax looked about to question further.

"Are you sure I ..."

"The Hive is stable and no longer decaying, sir." Gloriosa's clutch-sibling, and fellow Unreformed, Timber piped up. "The only recent problem of any note is that the poison stores have begun leaking into the water."

"What? Why didn't you lead with that?!" Thorax cried in shock.

The Head of the Architects Guild shrugged. "It's not like they can hurt us, and the swarm might appreciate the added flavor." Changelings, due to their unique physiology were immune to most normal poisons and diseases. The changelings intentionally put their toxin stores and labs near the water supplies, so they could be unleashed on any invaders as an act of spite.

"What if some ponies arrive?!" Thorax shrieked as he started pacing in a panic. "I was going to invite my friends over after the Fair, maybe try to set-up an embassy with Princess Celestia! I don't know everything about being a good friend, but I definitely know it means not feeding them poison!" He pointed a hoof at Timber "Start fixing it at once!" He yelled well trying not to hyper-ventilate.

Timber looked at his hole riddled feet in shame "I'm sorry sir. I wasn't thinking about them. That must be why I haven't changed yet." He look up sadly and added "I should stay behind and oversee the cleanup, I'm not worthy to join you. Not after foalnapping the Imperial family."

Thorax snapped out of his panic and wrapped a comforting leg around Timber. "No! Don't think like that. Your all worthy of whatever you wish to be! I know they won't hold what Chrysalis made you do against you. They didn't with me. In fact, I just know Sunburst would love to meet you! You have so much to share with each other." Thorax flashed him his best hope inspiring smile.

"Sunburst? I punched him in the muzzle and shoved him in a slime pod." Timber deadpanned.

But Thorax didn't falter. "If their is one thing I believe, it's that you can come back from even the worst first impression. Queen Chrysalis gave everyling a terrible reputation, but us being seen taking part in the single biggest event of the Crystal pony calendar? With the ponies we hurt the most treating us as normal friends and not vicious monsters? That will be seen in every paper from Canterlot to Zanzebra!" He paused for breath before continuing what had become a speech. "It will help convince our neighbors that this isn't some elaborate trick. Convince the renegades, maybe even Chrysalis herself, that it's safe to trust me and come home. And with more contact and friendships with the ponies we can restart the Reformation, until we all have been changed for the better!" Thorax finished to the clapping hooves of his inner circle.

"He's getting better at the speeches." The Captain of the Guard whispered to the scientific adviser.

"Totally. It's more inspiring than the speeches are." Sandalwood, a yellow and green Reformed, agreed.

Despite his speech those three facts still worried him deeply. Every nation except Equestria and the Crystal Empire, thought this was all a plot to have them lower their guard and that the ponies were being played for fools. Because he was so compliant and desperate to please while being from a race of natural liars every offer to prove his good will was just seen as bait for a trap. When changelings left to try and make friends, they were often turned away or placed under such heavy watch that they couldn't get anything done, even in parts of Equestria. Their immediate neighbors, long the main victims of the swarm, still just attacked on sight.

Not helping was that most of the Swarms spies refused to obey his orders to reveal themselves and apologize to their victims. Promising to negotiate if they were arrested, instead of sending assassins to free them like Chrysalis would have, was taken as a betrayal and they had simply fled instead. Some had returned home but most remained in hiding, further infuriated that he had no intention of using the information they risked their lives obtaining. Explaining that the sudden disappearances were not his fault was seen as either proof he was no different from Chrysalis (or even her in disguise) or that he had no control over the changelings and there was no point talking with him.

They weren't the only changelings not to trust him. Fearing they would be sold out to his new allies many of the hunters and officers responsible for attacks on Equestria had gone into hiding. He hadn't ordered search parties so as to avoid confirming their fear, hoping they would soon return on their own, after seeing that the ponies didn't want revenge, and that he truly cared for all changelings. They had not. The Myrmidons, the swarms elite shock troops, and the Adopted, the changelings who had been recruited not born, had attempted their own coup and now sat in prison.

A contingent of Chrysalis loyalists had taken over the Queen's personal section of the Hive's archival sector, the famed Library of Secrets, proclaiming that they wouldn't let the Queen's "wisdom" come to harm. All attempts to talk them down had failed, even providing them with food to prove his good intent hadn't moved them, they insisted that the act meant they were trying to assuage their guilt over betraying their mother and hoping to earn mercy from Chrysalis when she returned. They spent all day singing the many anthems that glorified the queen and her ways. She Watches Over Us, Old Green Eyes, One Will, Hard Shells Hard Hearts, Best Are The Fires That Scream, The World is Food. The remaining archivists responded by trying to drown them out with what few changeling songs that weren't about war, misery and deception. United As One, Love Ends The Cold, Old Green Eyes (the song could be interpreted to be mocking it's subject), We Can't Die, Love Eternal alongside various pony tunes filling the normally peaceful archives with noise.

Hundreds of changelings had simply gone missing, not reporting to work or patrol groups not returning. The only common factor in the desertions that anyling could find was that their coworkers and neighbors reported sensing feelings of ennui and frustration in them. The most mysterious of the disappearances was a group of the hive's best doctors and saboteurs. They had suddenly left under a Cobalt Guard escort two days before the Queens overthrow and hadn't been heard from since. Noling knew why, just that they had taken supplies from the lab of Sunny Flare, the Queen's favorite scientist, so it must have been at her request to somehow help the team in Ponyville. Whatever was going on was apparently vital as the Queen had sworn all who knew the reasoning to secrecy until her "favorite children" returned, promising a grand feast on their new prisoners when they did, acting unusually coy and giddy the whole while. Those so sworn had fled the hive on the first day of Thorax's rule.

Flare's pack in Ponyville and the one in Canterlot, who combined made up of some of the Swarm's very best (and his clutch-mate Kevin for some reason), had both gone rouge, not surprising since the leaders were the Queen's second in command and her favored apprentice. Only Gloriosa's unit in the Crystal Empire had came back or responded with something other than insults.

The sudden stop of the Reformation days into his reign was what truly kept him up at nights. Only about 10-15% of the population had changed, and he suspected some of them were faking. To his great horror sharing love between changelings did not actually create enough new love for all of them live off of, and they still needed an outside source to supplement it. Which made the near total lack of foreign trust an even deeper wound.

But he had no doubt that they would persevere and emerge all the better in the end. It had looked dark at points in his redemption too. The more walked down this road, the easier it would be to follow.

"If that's everything for today?" He looked around the room and saw noling had anything to add. "Than this meeting is adjourned. Remember, tell everyling that anyling who wants to join us in the Crystal Empire tomorrow can! We leave at first light!" He shouted as they all left.

Gloriosa was the first to leave the former throne room and enter the halls of the Hive. Thorax's first order, after repairing the damage he had caused, was for a kingdom-wide beautification campaign. Streamers lined the sides of the stairs and pillars, flowers pots were placed wherever there was enough room and sun, and the walls were practically coated in colorful pictures and decorations. At first most of these had been portraits of Thorax, he quickly ordered them taken down out of embarrassment. Replaced by posters with slogans such as: "Don't just copy others, improve yourself!" "Ask permission before you set someone on fire" "You can change for the better!" "Ponies are friends, not food!" "Peace through Tolerance" "Don't bite people!" "She cannot hurt you anymore" "Out of the shadows and into the light of Friendship"

With the days work ending, the changelings mingling in the hallways engaged in idle conversation:

"You were right. Shiftball really is better without all the broken limbs!" "I've been thinking about starting a collection. Stamps maybe?" "Why hasn't he appointed a new Imperator yet?" "Wait, has he appointed anyling to anything?" "The next party is going to be great! I hear Sludge-Viper is mixing the acid pool!" "I love his huge antlers, they really command respect. Don't you agree?" "We coat the walls in paper and then not burn it? What's the point then?" " I should find that little filly and give her doll back." "The foreling says that, thanks to my suggestion, changesteel production has gone up almost 3%!"

As she walked downward she took a route trough the more decayed sectors of the Hive. Counterintuitively the areas farthest from the Hungering Throne's destruction where in the worst shape because the griffin's share of the repair effort had been focused closer to the throne room before their decay was noticed. The Hive had gone from having a single power source and control center, to multiple scattered nerve clusters that each had to be feed separately. The few workers qualified to control and maintain them were stretched thin, and couldn't bring all sectors up to the same standard yet.

She held no fear walking through the Hive's analog to the bad side of town. To attack one of the changelings responsible for raising the younglings was an unthinkable sacrilege punishable by brutal public execution. Presuming they lived to see a trial that is, Caretakers were expected to defend their charges to the death and as such were highly skilled warriors as well as educators and healers. To attack the leader of the Caretakers, the de-facto third-in-command of the entire changeling government, was even more suicidal. It was nearly impossible to rise that high with out being an expert hunter with dozen of victories to your name.

"Not unless you use some nonsensical pony magic to dethrone the founder of said government of course." She thought. "Should add that to the civics course."

The walls didn't shift half as much any more, even in the best cases. But in the decayed sections the doors often opened and closed slowly, if at all. The floors were less firm, even watery in far too many spots. It needed the "ponyfying' effort the most but the residents wanted it the least, destroying the decorations and carving graffiti onto the spongy walls. Mostly drawings of the former Queen's crown or Thorax with some combination of stink lines, a stuck out tongue, X-eyes and sharp things impaling him.

The words accompanying them made their feelings plain: "Soft-shelled wimp" "Bring back Chrysalis" "Wheres the love?" "Deceive and Destroy!" "Hes a pony not a ling, a pawn not a king" "Wheres mommy?" "A noose for the moose" "Ponies are prey!" One patch in particular caught Gloriosa's eye. A carved picture of Chrysalis' glaring, snarling face, over the words "She still watches us. She will return!" Across from it, made with less steady hooves in response:"were sorry! Please come back" "We don't want him!"

She smiled at her work and its reception before moving on.

The Changeling Collective was less a nation, and more one giant spy network and war machine. Thorax dismantling both, as well as the gladiator arenas, torture pits, and the Hunger Stone mine, left countless changelings with nothing to do with their lives. Even many actors were temporarily out of work since most changeling plays were training for infiltration and so advocated lying and paranoia. A lot of the work that remained seemed to exist simply because Thorax hadn't outlawed it yet. So they just milled about awaiting clearer orders than "Be yourself and make friends."

Changelings where creatures of simple pleasures, their main forms of entertainment had been watching things burn, fighting or stealing from each other, torturing things, and sharing stories about lying to or attacking prey. Thorax had banned, restricted or discouraged all of these in some form, not that this stopped them, and now the Hive's small prison (Chrysalis had favored swift brutal punishments, so it was only built to hold prisoners until a trial or their limb grew back. In fact long-term imprisonment was once one of the harshest sentences, as it included being on a starvation ration as a prelude to execution.), and several of the old "pantries" were full. They could be set free after a sincere apology or a "kindness course", but most lied and returned to old habits. This left punishment a bad combination of harsh, humiliating, common, and harmless.

With little to do and the love reserves and local wildlife dwindling, many had cocooned themselves in the sleeping chambers to hibernate until the promised new era of prey just giving them love finally came.

Gloriosa eventually moved under and out of the Royal Hive to an underground river, one of many that spider-webbed through Maredor, illuminated by seemingly random growths of glowing fungus. After making sure she was alone, she took a sip of the water to check the taste (changelings had a weak sense of taste, but strychnine and basilisk venom were hard to miss). Her thirst and curiosity sated, she followed the river upstream for several miles and then knocked on a nondescript wall. It opened to the most secure and hidden site in the entire Changeling Kingdom, perhaps the world: The Changeling Nursery Hive.

As the door was sealed behind her a dozen guards, culled from the best of the Swarm, sealed it behind her and an aide flew to her side. "The pupae? Have they begun hatc-" "Yes! Break free! LIVE!" "Never mind." Gloriosa dismissed the aide as she flew towards the sound.

"Be strong little ones! I believe in you!"

Through the giant complex of brood pits, maternity wards, class rooms, training facilities and everything needed to support them. A youngling would spend the first decade of their life contained within these walls, seeing daylight only rarely and under strictly controlled circumstances, protected from all threats great and small. Not that changelings believed there were small threats to their young. Past countless guards that relentlessly patrolled the complex alert for breaches from within and without. The Nursery needed to be almost as hard to get out of as it was to enter in order to prevent the nymphs, driven by an innate fear born curiosity and talent for stealth, from escaping.

"Your life begins today! Embrace it!"

Normally at this hour the hive wouldn't be this active, but the hatching pupae kept the caretakers busy and their siblings awake.

"You created this cocoon! You can destroy it just as easily!"

The room she was headed for had looked completely empty mere hours ago, the pupae naturally camouflaged into the walls, but was now a flurry of activity. As the last nymphs hatched, the others run around enjoying their larger bodies and new limbs, the caretakers trying to inspect and clean them. In the center of this maelstrom, watched over by an armored Changeling officer standing at rigid and stone-faced attention, sat the Grand Matriarch of the Hive, the Supreme Shogun of the Swarm, the Dark Queen of Maredor. She who toppled dynasties and ended empires, the dread Black Horse spreading famine and oppression to the four corners of the globe. Once and future ruler of the Changeling race, decrowned but unconquered, beaten but unbroken.

Queen Chrysalis, giggling as a nymph pawed and sniffed at her leg holes, amazed he could no longer fit inside them. Gloriosa walked to her Queen carefully and bowed. "Your Majesty? I bring news." The Queen turned to her, no sign that the dozens of ravenous younglings that had fed on her tonight fazed her, a feat that never stopped impressing Gloriosa. "The wannabe king and his most deluded followers leave at dawn. They still suspect nothing."

Chrysalis turned her attention back to the young drones. "Then I leave tonight, after the little ones are all asleep."

Gloriosa jumped to her hooves. "Why leave? The Hive's a powder keg waiting for a match! If you just knock on the front door, they'll give you his head before you've even finished wiping your hooves!" She pleaded. She was proud to serve her queen, like a proper changeling should, but why did it have to involve waiting so long?

"Little ones! Come here! I want you to tell you all a little story!" Chrysalis suddenly shouted, and then glanced at Gloriosa. "All of my little ones." Gloriosa gulped and sat down, you did not disobey even the most minor seeming royal order. Not if you didn't like eating your own wings.

"Did you know we weren't always a Collective children?" The Queen started her tale. "That we once hunted each other almost as much as our prey? It's true! Horrible, but true! Even when our ancient enemies covered the north in a Great Frost, did they join forces to fight back? No! They bickered and waited for someling else to do it! I had to end it, with the help of...of noling!" She held her chest in pain and suppressed a cough before continuing. "Af- 'cough' after the Thaw did they come together and work to prevent it from happening again? No! They used the new resources to wage war on each other! Hundreds of changelings fought and died in pointless battles with each other, until two great armies remained, with everyling else cowering and picking up the scraps.

"After I had become what you see before you-" The crowd lit up with questions at that, even from the adults. Chrysalis almost never spoke of her life before queenhood. "Yes, yes. Hard to believe I know, but I was once like you. A teeny-tiny little egg laid in a warm, damp, dark pit. "She sighed at the memories of her foalhood. "Unlike you unfortunately, I was the only one of my clutch to live trough pupation. Sadly back then, even half an egg clutch surviving to adulthood was incredibly lucky. Now? One nymph in a whole brood not seeing its final molt is a rare tragedy." Gloriosa and her servants beamed with pride at that, while the nymphs tried to count each other to see if anyling was missing. "It was slaying the Windigos that eventually lead to my becoming...more." Equal parts pride and sorrow filled her voice.

"After that painful but enlightening event, I set out to unite our people, gathering a small army of followers and my first born, at first I tried to act as a neutral party in peace talks. But their leaders refused to even tolerate the existence of the other. So fed up, I formed the plan I am still most proud of. I went to each of them and convinced them that in talking to the other, I had seen how evil they were." She made an aside to the younglings. "A little tip children: Sometimes add a little truth to your lies, it helps more than you would think." Chrysalis rose to her hooves, as she continued her story. "I told the fools that in my failed peace efforts I had found the others headquarters. Right here in Maredor!" She added a dramatic flourish at that.

"I had my own forces lie in wait here, so that when they sent scouts to confirm my claim, it looked like there was at least something of value. When the first swarm arrived, my army fled to an underground redoubt, and I directed my supposed ally's search far away from it." Her voice started rising as she neared the climax. "Soon, the other came and began the largest changeling-on-changeling battle in history! It was brutal, fangs sank into soft joints and Fluxfire blasts carved through chitin shells! When the elite of each swarm meet, we struck! Aiming to decapitate the twin beasts. Had they stopped fighting each other for even a single minute, we would have been overwhelmed by their superior numbers and experience, It was still close, painfully close. But in the end righteous passion triumphed over cold hatred, as it is always destined to."

"Over the bodies, I commanded a stop to the fighting. To all fighting! That from that day forward no changeling would kill another, that we would all move with a single purpose. I declared this our homeland where we would be forever safe, no more would our young be raised in sewers, or be hunted like vermin! I decreed that the redoubt would be the seed of a towering fortress that would inspire awe and fear in all who saw it! I vowed to make all other peoples of this world see us, not as pests and scavengers, but as equals! And someday, someday soon as their betters in every way!"

"They joined our new Collective and soon we brought all the other changelings into the fold. A single powerful Kingdom, spread throughout the world's shadows, united by one unbending will! Mine! But your fool sibling, Thorax seeks to undo all that, reducing us back to scattered, vulnerable bands begging for scraps in dark alleys, well he performs tricks for the pony Princesses!" The crowd, which had grown substantially, hissed in disgust and outrage. "Do not fear, my children, mother has a plan! To bring back our misled kin! To restore fear in the hearts of our enemies! To prevent the ponies from ever harming us again!"

The (soundproofed) Nursery Hive rang with cries of: "All Hail Glorious Chrysalis!"

As the cheers died down and everyling returned to work, Chrysalis led Gloriosa and the officer, Colonel Chainbreaker, out towards the Chief Caretakers office, as the nymphs started to play fight with each other. "That was my greatest triumph, can you guess what one of my greatest mistakes was?"

"Not sending an assassin after Thorax?" Gloriosa snarked.

Chrysalis stopped and lowered her head to Gloriosa's eye level and spoke in her voice. "Please calm down master. Removing him will just put them on alert and risk the whole plan. We can take out Thorax when the time comes, a sick bumble-puppy could! There's no need to send Indigo, we need her in Ponyville. Don't worry, I've got this!"

Gloriosa giggled nervously under her queens stare."Heh heh. He ah, he had great marks in evasion. It-it's not my fault! I was busy with Cadence and Shining Armor! Violet Blurr is our best scout, she and Pixel Pizzaz should have caught him!" She begged, suddenly aware that after the coming victory Chrysalis would be in a position to start administering punishments again. And very eager.

"Stop whimpering! It's beneath you." The Queen snapped. "Your loyalty in the face of this crisis outweighs any part you had in it. And noling deserves hearing Thorax blather day after day." She shuddered at the thought, before returning to their walk. Gloriosa staying carefully behind her. As a member of the Queen's Court she had seen her sometimes lure those who had displeased her into a false sense of security before lashing out. It was always hilarious, unless it was her of course.

"Back to my point, my mistake was executing so much of my former rivals leadership after the battle. The remainder retreated to strongholds that took us many years and lives to root out. It cost us so many skilled generals, administrators and spy masters, never mind the soldiers they took with them, that took generations to fully replace. Even within my own ranks, I suffered dozens of coups and rebellions from loyalists to those dead causes. In the end, it all held us back and extended the war with Baabylon for decades. I would prefer to avoid another purge, if at all possible."

They entered the office of the Chief Caretaker, whose duties Chrysalis had mostly been performing since her dethroning, with Gloriosa acting as her main agent in the Collective. Gloriosa had gone to great pains to keep Thorax away from the Nursery, only allowing him in once for a tour and planning session to revamp changeling education to be more like the pony's. Reminiscing about his nymphhood, when Gloriosa was one of the few caretakers that had any patience with him, they came up with dozens of ways to remove Chrysalis' influence. Naturally not a single one had been implemented and Gloriosa, revolted at his compliments, had vowed to be less coddling with her charges the minute he was out of earshot.

"I can kill Thorax in his sleep tonight. But if I don't kill his dream too, then it will become my nightmare for a century or more! To fully restore order, I must discredit this nonsense. After that it won't really matter if he lives or dies."

"Let him live?! After what he's done? There's no torture the selfish vulture doesn't deserve!" Gloriosa cried in outrage.

Chrysalis shrugged. "Depends on if he sees reason or not. If so, it would be the nail in coffin for this friends with ponies rot. He would be good bait for any would be resurgents too. But we'll figure out how best to burn that bridge when we come to it." She waved her hoof dismissively, a black beetle climbed to the end of that hoof. When the Queen focused on it, Its pincers glowed green and clicked.

After half a minute came a voice: "My Liege?"

Chrysalis smiled at the voice of her second-in-command, her most faithful and pitiless agent. It comforted her immensely that Cinch and much of the Collective's elite was still on her side. "Cinch, we begin. Are you all ready?"

Cinch began her report. "At last. Sire we are-"

"Tanned, rested and ready!" A second, far less mature voice interrupted. "When we cut loose, they'll be count'en stars! It'll be murder on the-"

"Enough you overgrown grub!" Cinch snapped before a third voice chimed in:

"They'll be blown away by our performance. I promise you!" She vowed dramatically.

A fourth: "I'll bring you their ashes, master! Just ask!" She pleaded.

"They can try running but they'll just die tired!" Another bragged.

"You can rest, I'm the best, Lemon Zest!" The next one laughed at her own rhyme.

"We will destroy them utterly, sir." A rapid but calm statement of fact. "The ponies have only fought rabble and traitors, we represent the Swarms true warrior elite."

"It's ready for field tests mistress." One added eagerly. "I look forward to seeing if the results scale when used on something other than swamp rats. The screams in particular."

"Oh, to see the looks on their faces," The next started sweetly, before growling. "when I rip'em to shreds!"

"I guess? Sure!" The first male voice offered uncertainly.

"So turn up the heat till they fry!" Another female voice sang.

As this continued, each servant trying to impress on their master their unbending loyalty and unsurpassed skill, Chrysalis and Gloriosa shared bemused looks. "They never seem to completely grow up do they, sir?" Chrysalis just chuckled and lightly shook her head.

"SILENCE!" The Imperator bellowed. "Ahem, as I was saying. We are as prepared as possible, sire. I have fed and drilled this force to the pinnacle of Changeling fitness. Our enemy has been carefully and thoroughly reconnoitered without a single hint of our presence slipping. Worry not my liege, in all my years of service to you, from lowly swarmling to Grand Strategist, I have never failed you. I certainly have no plans to start at this critical juncture."

"I should hope not, Abacus." Chrysalis replied solemnly. "The stakes are too high for any of us to fail. To lose is to see your siblings suffer under Thorax's misrule, our enemies destroy our home, and any survivors reduced to ponykinds pets, like the sheep or the crystal ponies. But to win? We would not just restore our power. But stamp it onto the sky itself! Under a brilliant green sun, we will wipe away all my failures, and end Equestria once and for all!"

"I won't fail you, Glorious Chrysalis!" "Swarm and Slaughter! Conquer and Consume!" "Revenge is a kiss, this time I won't miss!" "Burn! Burn it all!" "By your will." "We rule the day! We'll bury them beneath our feet of clay!" "Break their minds and drink their blood! Their delicious, delicious blood." "With mechanical efficiency!" "No more cowering, just killing!" "With you, we shall stand forever free!" "We shall win through, no matter the cost!" "A new world order! Ours!" "I've been a goodling mommy! When this is over can I have pet pony?"

"Yes, yes, Thank you. Your loyalty and enthusiasm is inspiring in this trying time. You will all be held up as an example for us all for generations to come. It's a shame so many of you are at the pinnacle of your chosen careers, even after I replace the upper ranks, I can't give you the rewards that feel appropriate for the hardships you've endured."

"To serve you is reward enough!"

"Brown-muzzling Adopted. Er, not that there's anything wrong with that, ma'am." Fwaazap! "Gah! My face!"

"It's lucky you have two then, isn't it Sour Sweet!"

Chrysalis rolled her eyes at the voices of her two squabbling lackeys. She generally overlooked a great deal of infighting as long as it didn't cause any major injuries or death. "On the subject of ranks. Imperator Cinch?"

"My Liege?" She was confused, she already held the highest rank a mortal Changeling could hope to achieve. The just reward for a lifetime of meticulous analysis, ruthless manipulation and unflinching obedience.

"Abacus Cinch of Brood 980-A. On behalf of the Changeling Collective, I Queen Chrysalis the Brightest Burning, hereby relieve you of your duties and responsibilities as Imperator. I am proud to have had you serve as my right forehoof and we are all honored to have benefited from your talents and service. You have served us all with distinction and loyalty, let none doubt your ability and dedication to the betterment of all Changelingkind. May your prey be ever bountiful and your enemies foolhardy." Chrysalis recited almost absently, having performed this ritual more than a hundred times over her long life.

Abacus Cinch sputtered in shock. "Hissk?! I served you loyally for nearly a century! I have turned more than two dozen packs into a coherent strike force in the middle of enemy territory! I gave you regular reports! Properly formatted and encrypted! Why this? Why now?"

"Perhaps it's because of the lack of discipline your charges have displayed tonight. From personal experience it is hard to respect a changeling that needs glasses and a bow." Chainbreaker offered smugly, his voice best compared to cold gravel. He and Cinch had been assigned to replace the Royal Sisters, him Luna and her Celestia. Naturally the two terse perfectionists had gotten along like water and fire.

"How dare you. How dare you! I should crack you open and strangle you with your own nerve cord for such an insult! These eyes have seen more enemies fall to my arrows since attaching these glasses to my head than you have even seen in your entire life!"

"Yeah! Back off Chainbreaker! "Gloriosa rushed to the defense of her fellow Caretaker if only because she was, barely, the more pleasant of the two. "Have you seen the Fire Swamp? I have, back before the big Ponywood operation. Had to flee into it when an Everfree recon went wrong. Muck as high as your shoulders, the ground randomly bursts into flame, beasts in every shadow and a village full of loud, simpleminded yokel ponies. How can anyling focus in such a paradise?" She smiled at the pleasant memories, back when she could implicitly trust her follow changeling to not betray their entire species at the moment of triumph. The swamp ponies still had nightmares of that fortnight.

"Was that an attempt to help me or him? I knew I should have nominated Shadow Raker instead."

"That lazy flank-kisser? I'm twice the changeling he is and you know it, you old bug!" Gloriosa shot back.

"Enough! We have an empire to reclaim and you are sniping at each other like unicorn nobles!"

Chrysalis slammed her hooves down, knocking the tele-beetle on her hoof off and onto the desk. They were not given enough respect from their masters, considering how vital the near instant and undetectable method of communication was to the Changeling Shadow Empire. Blamed for every miscommunication and disposed of when their use ran out. They could end this conspiracy instantly by transmitting their scheming to Thorax or anyling loyal to him, a number that included the few that were kind to them. They could even lead them right to her and all her loyalists. Instead they did the opposite, helping her find and coordinate her followers.

The reason was simple and it wasn't Chrysalis' promise to improve their living chambers or feed them all the gold in Cantorlot. Their unique abilities required a metal based diet. Particularly copper and gold, the metals most nations used as currency. How would the ponies react to a swarm of creatures that ate the lifeblood of their economy? That were under the care of a leader that would do anything to mimic and please them? A leader that had no use for the planet spanning spy network they enabled and could replace them with telegraphs the ponies could sell him?

Changelings used love rations and favors as currency and preferred to build with the slime they secreted from their leg-holes. They only made heavy use of two metals: the distinctive blue changeling steel, an alloy of aluminium and Maredor Black Iron, which depending on how you looked at it was either carbon rich iron or iron rich carbon. Either way it was only useful as a solid filler material and weight for the otherwise slime based construction they used. Unappealing meals even without the brutal retribution the changelings would have provided for the attempt. The changelings had domesticated them precisely because a metal eater could only hurt their enemies more then themselves. It made them the only beings the beetles themselves could trust.

Under Chrysalis they were tools in a culture that disdained the concept of tool use but they were invaluable tools, well fed and safe from predators. They lived more that five times longer than their ancestors/cousins, the hoard scourge beetles, did in the Dragonlands. That retirement was having their love drained and their innards squeezed into the gruel pot was, to their near hive mind, a more than acceptable trade. Under Thorax they had no such certainty and a dangerously high chance to lose everything.

So the upended tele-beetle dutifully maintained the link as Chrysalis glared at it as a surrogate for the changeling at the other end.

"What is the function of my Imperators, Abacus?" She growled. To aid their shapeshifting changelings had near perfect memory recall, so their ruler shouldn't have to repeat herself or explain the obvious. The fact she kept having to infuriated her to no end.

Cinch, now "merely" a general and senior member of the Queens inner circle, answered. "'To be the Queen where the Queen is not.' I don't see how... Oh yes, yes, I see. I apologize for my reaction. It's just that... I have no excuse, my liege." She than muttered to her self. "I miss my office... and my abacus.

Chrysalis turned to Chainbreaker "As for you colonel." She telekinetically lifted him so that they were face-to face, faint wisps of steam escaping from her mouth. "Would you like to explain yourself? Why is one of my finest military minds showing such disrespect for his superiors? Well Chainbreaker?"

The drone in her grip showed little hint of the fear he currently felt. He had faced charging centaur knights and the infamous Minotaur Gladiator Corps without flinching, once at the same time. But then the worst they could do was kill him, Chrysalis was far, far more creative. He had no desire to test whatever she had planned for Thorax.

"Superiors?" The protocol for this scenario was to grovel shamelessly, but Chainbreaker preferred to know what he was apologizing for. Especially if he could use that information to not apologize at all.

"You presumed to know my motivations and worse you presumed wrong. I expect better of you, colonel." She dropped him suddenly and spoke to the finally upright tele-beetle. "I expect better from all of you. Whatever disputes you have with each other are meaningless next to the existential danger Thorax has placed us in. Petty bickering and shortsighted position jockeying was what doomed the old Council of Shadows during the Long Winter. Simply because it is the opposite of Thorax's bleeding heart foolishness does not make it wise."

"A good point, master. Thorax's only real ideas are mindlessly mimic the ponies and do the opposite of what you would do. It's only a matter of time before he makes us buy our love and living quarters with shiny rocks like the stupid ponies. The question is if they would have his ugly face or Celestia's on them." Gloriosa chuckled to herself. It hadn't taken long for the courtlings to learn how to manipulate Thorax, just imply it was something Chrysalis would never do and presto! Instant royal support. At least it helped stop him from looking into why the Nursery Hive was more isolated from the rest of the Kingdom than normal.

What do you mean the Nursery seems to be on lockdown, sir? You must be imagining it, you always were such a dreamer! Everyling's just so happy to not be preparing the younglings for the cruel, threat-filled world we live in, that we just don't want to leave! Just trust me! You do trust me, right? Chrysalis wouldn't leave the future of our people in the hooves of someling provably lying to her, and you wouldn't want to be like her would you? What's that? You'll drop the subject? Good clown! Sorry, slip of the tongue, I mean King.

Chrysalis continued. "We may be in exile but we are still civilized changelings, are we not? Bring any complaints to Sugarcoat or her subordinate Siegies. Do not waste my precious time and risk our salvation with nonsense like feeding order and who insulted who. The Cobalt Guard are the ones that ensure justice and order prevail in the Collective. Their judgement is final. That has not and never will change. We must be a black diamond, unbreakable and inscrutable, pointed straight at our foe's heart."

The aforementioned Guardslings saluted with loud clangs as their armored forehooves impacted the thick metal plates fused to their chests. "The First are the Last!"

"Are there any more interruptions, children?" She looked at the two changelings in the room with her and the now upright tele-beetle that connected her to the ones that weren't. When all she heard was an awkward cough she continued. "This is purely temporary, Abacus, when all of this is over I will reappoint you. Think of it this way, you will be the first changeling to be appointed Imperator twice in more than five hundred years. In the mean time this leaves a vacancy at the top. Gloriosa?"

Chrysalis walked around the desk so she was in font of Gloriosa, who bowed deeply. "By law I can not leave the Heartland with out leaving an Imperator to rule in my stead." She started muttering in annoyance. "Of course those same laws say I have to consult my advisers before appointing or dismissing an Imperator, but most of them have committed treason and their Guilds have chosen not to kill and replace them as the law also requires. The sniveling cowards. So, you know, extenuating circumstances and all."

The Queen placed her hoof on her faithful follower's shoulder. "Our Great Swarm moves with one, all-consuming will. Seeing all, consuming all, being all! We touch all lands and devour all dreams. But one mind alone can not rule so many bodies even united under one will. It cannot be in all places, hear all things or be awake all hours. So it is that I must empower some to rule where I can not. To lead us without hesitation or question. Gloriosa of Brood 1024-A, you have risen above the Many with your power, cunning and dedication. I am honored to reward that hard work with the right to speak with my voice and all the responsibilities and privileges that go with it. Rise Imperator Gloriosa! Rise and lead us to triumph!"

There was a round a clapping and cheering at this. "How marvelous, deary!" "I envy you. Such faith from the master." "Normally I'd break out the champagne, but all we have here is stolen moonshine." "You have been given a great honor." "Yeah! Whoo-ho! Go whoever you are! You're the best!" "By fang and fire, we shall conquer and consume!" "Lets burn something! Wait, what's the clapping for? Did I miss something?" "Harumph! Enjoy it while you have it." "Gloriosa! Gloriosa! Gloriosa!" "Suppose there are worse lings for the job." "Party time! Party time!" "Good for you! Rearranging deck chairs on the Bit-tanic."

Despite the cheering Chrysalis stared grimly at Gloriosa, who was beaming with pride at her temporary promotion as she rose and saluted, hoof over her heart. "Be aware, I am not doing this to just fulfill a legal technicality. If the worst happens and I fall, you will be Queen and I want as few problems with that as possible."

There was an uproar at the thought. "Have you no faith in me mother?" "I will take a thousand ponies with me before I see such a hell!" "But we can't lose, we're the good guys!" "I do not fail!" "We will spend our lives well if we must, that has not changed." "We've brought whole cities to ruin! And still had time to get a soft shoe in! We can pillage a village, no problem...age." "Don't you go doubting us now sir! We'll pull though! We're changelings!" "So a blaze of glory then? Always figured that's how I'd go out." "Perish the thought! Painfully!" "At least I'll die doing what I love, ripping and tearing and biting and..." "Then... then what hope is there?"

"It's the worst case scenario, relax children. A good leader prepares for every possibility, and all the shattered armies and fallen kingdoms prove I'm a very good leader." Her visage darkened. "This wretched affair at least has had three positives: It has shown me who the truly loyal and intelligent are, it has shaken off the rust and complacency from the centuries of success and finally hammered home that the ponies are beyond help. That I can lead them to water but not make them drink, no matter what or how hard I try."

"Their leaders resisted my advice, even in pony guise, no matter how often I was proven right. All my attempts to conquer them have failed because I assumed they would see the futility of resisting me, would see the benefits of being my vassals. Time and time again they prove my faith in them foolish! In their stubborn tantrums they hit upon an impossible stroke of luck that wins the day. Then the truly galling part, they actually think they earned their miracle and don't need to do anything more!" It wasn't the defeats that made her angry at the ponies, it was the lack of work they put into them, performing some miracle trick rather than through brilliant scheming, raw strength and skill or sheer bloody attrition. That they never seemed to put any real effort into preventing her attacks was just adding insult to injury.

"No! This time there will be nothing left to chance. Unlike them, I win through cleverness not luck! I always have!" She levitated over a pot made of hardened slime filled with sheets of rubbery paper, also made from slime. They looked blank but under carefully tuned magic auras the writing could be revealed and manipulated, a single sheet could contain a bookshelf worth of text. "This contains all the notes and contingencies I have made and collected since my exile. It may well be my final gift to you, use it well."

Contained on the papers where notes on thousands upon thousands of changelings. Next to each name was an assessment of their loyalty and ability. How eagerly they had embraced Thorax's ideas or resisted his rule, how talented, clever or brave they were. Whether they had earned reward, leniency or pain. The loudly loyal like Dark Deed and Montage were to be reward and trusted. Those who seemed more interested in going on with life without care for who their ruler was, like Generals Obsidian Blade and Shadow Strike, were to be demoted and humiliated for their blindness and apathy. Some traitors could be given second chances, others were marked for death to prevent a counter-counter revolution.

Detailed reports on nearly every nation and all the major factions and leaders within. How each government, political faction and prominent figure would react to her coming acts and how they would react to each others reactions and the reactions to those reactions and so on with decreasing certainly for nearly a decade. Who would work together and who would see opportunity at the others expense. The preferences and blind spots of each leader and how to exploit them. Who could be manipulated and how. Which leaders should be replaced, framed for crimes or assassinated and the likely reactions to it.

Maps and charts of the surrounding lands, some listed population centers and calculated how much love could be extracted from each. Others highlighted the sites and potential sites of changeling safe houses and outposts, all the places they could muster and prepare in secrecy and safety. Others the current positions and makeup of their rival armies and their likely movements, based on stolen documents and inferences of their commander's personalities. How best to impersonate or provoke their forces for maximum effect. The strengths of each force and how to avoid or nullify them and the weaknesses to exploit.

Various plans that Chrysalis had been scheming before her overthrow and her assessment on their viability in light of recent events. The grandest was marked as a worst case scenario, if defeat seemed inevitable she was to take as many changelings as possible and flee across the ocean to the Zebra Lands. A large hive complex had been build under Mt. Kilimarejaro that could be used as a backup capitol, from there they were to secretly replace the zebra leadership and eventually create a fake zebra alicorn to rule over them. A force of left behind changelings would lure their foes into the Heartland and then activate the dormant volcanoes of the Maredor Mountains to wipe out them out. While a second force would free as many inmates in Tartarus as possible, something they had already proven able to do before the Canterlot Assault, to wreak havoc. Then the rebuilt Changeling Empire and their puppets could deal with whatever was left standing at their leisure.

A dizzyingly complex set of equations, Abacus Cinch's masterwork. She firmly, almost religiously, believed that everything could be reduced to perfect, unfeeling math. Every action, every emotion, every life. Her life's work was to prove that fleshlings were nothing but automatons filled with food and to find the variables needed to perfectly control them. By reducing their lives to predictable and controllable equations, infiltration and manipulation could be made into larva's play. The ambitious work was not complete but if it was even close than the results would be world shattering. The notes on testing were mixed but leaned positive.

Scientific/magical theorems and mechanical diagrams, mostly from the brilliant if machine obsessed Flare or stolen from Princesses Twilight and Celestia with a few that Queen Chrysalis had been working on herself over the centuries. Solving Starfall's Mana Flow Paradox seemed to have been a focus of hers, as was the process of transforming non-changelings into changelings. The end goal of that particular project was to change halflings, hybrid changelings, into full changelings. Something that was actually far harder than changing non-changelings as the other half developed a resistance to changeling magic and became all but impossible to alter permanently.

Changelings had always had a dismissive attitude towards machinery, preferring to hone their many innate talents rather than use even simple tools. Why chisel stone when the slime you excreted was easier to shape and far more versatile? Why weigh an army down carrying weapons when it already had fangs and horns? They of course studied their enemies technology to better infiltrate and undermine them, that was just good sense but it was rare for them to use more than a few stolen novelties but when something was embraced it was adapted and refined to perfection.

All the papers were written in Changeling except one, A political treatise entitled After Hearth's Warming: Princess Celestia and the Illusion of Harmony, to be copied and spread through out Equestria to undermine it's government. It argued that Equestria had abandoned it's founding principles and that Celestia had proven herself dangerously complacent, cowardly and inept. That she couldn't fix any of the lands problems because she neither realized they existed nor understood what would be needed to fix them, surrounded as she was by ponies that profited from those same flaws. That for all her "wisdom" she had never seen a crisis coming no matter how obvious the signs had been and after one hard choice, the banishment of her sister, refused to make another. That the Tribes where no more unified than they where before the Long Winter. After all, how could they be when the elite of one tribe dominated their supposedly united capital? When more than half of the pegasi lived above and apart from their kin? When the earth ponies, nearly half the population, were almost wholly absent from the uppermost ranks of the government and military? It called for a revolution to correct this and form a government with the self sacrificing ethos of the Unicorn Archmage-ister's Circle, the discipline of the Pegasus Stratocracy and the fervor of the Earth Pony Revolution. The goal, never stated but obvious to a changeling, was to remake Equestria in the image of the Changeling Collective, a ruthless technocratic dictatorship where nothing, not even family, existed outside the state.

It also pointed out that their flag was stupid looking and despretely needed to be replaced.

Combined with a hastily written autobiography of her experiences and a long list of advice and rules of hoof, it was all you needed to rule an evil empire of shapeshifting, emotion-eating sadists and violent pyromaniacs and more importantly dominate the world with it.

"I should also give you your badges of office but all the spares are in Storage Sector 4." Chrysalis muttered absently. SS 4, Celebratory & Ceremonial Items, was one of the better guarded areas of the Hive, mostly to keep the pyromaniacal changelings from getting into the fireworks. Thorax had decreed that they celebrate a number of pony holidays in addition to their own, ensuring that it was always crawling with workers preparing for the next party as well. It simply wasn't worth exposing the conspiracy just to steal a set of ceremonial armor, a black iron circlet, an obsolete crystal ball or a sealing stamp before any of it would actually be useful to them. "If you feel the need, I suppose you could borrow Cinch's. If they are still in her office that is. And you want to see how long you can hold your breath."

"Has anyling been in my office?! If anyling has damaged my things I will peel their plates off and reattach them inside out!" Chrysalis sighed at Cinch's second unprofessional outburst of the night, she had managed to keep her from worrying about her belongings since her exile. Her materialism was unbecoming of any changeling nevermind one of the most elite of their ranks.

A changeling could be said to truly own one thing, the trophies and awards they had collected. Abacus Cinch, a compulsive overachiever, had turned her personal quarters and office into a monument to her greatest victories. Even limited as it was to her most impressive and sentimental trophies, it was an awe inspiring display of changeling cunning, bravery and martial prowess. Non-changelings though would have found how many atrocities one changeling claimed credit for disturbing.

Gloriosa looked up from skimming the papers. "No, not to my knowledge. Thorax thinks all changelings will embrace his stupid way of thinking, even you, you of all changelings! Ha! The rest are smarter and know what you would do to them, Thorax or not."

She couldn't help but laugh at the impossible image of Abacus Cinch acting like one of Thorax's followers. Cinch was nearly the ideal changeling a sneaky, efficient, versatile and remorseless killer. Why would she throw away a lifetime of work for empty promises of peace and the dubious at best math (As the Hives former math instructor, that detail of the rebellion offended Cinch the most.) of love sharing?

Gloriosa was, by changeling standards, kindhearted and her clutch-brother Timber had earned a reputation as a pessimistic
whiner. Their rapid embrace by Thorax made sense. Although Gloriosa struggled to grasp the connection between thinking training younglings to imitate inanimate objects should involve less strangling and letting prey walk about their homeland unmolested. One was a valid concern, the other suicidal madness.

"Ha! It's good to hear the Many have not taken complete leave of their senses. Hope still burns eternal!" Cinch exclaimed with relief. Bones were so brittle and difficult to pose after all, how vertebrates lived with them she would never understand.

"I hate to have to dampen the cheer but I want this clear, Abacus. If I fall and you live, you are to serve Gloriosa with all the dedication you have shown me. That goes for the rest of you as well. Am I clear?"

"By your will!"

"My liege? No disrespect meant, to either you or Gloriosa, but I have nearly a century of experience on her. In far more fields as well. If anyling must attempt to fill your horseshoes surely it should be me?" Cinch questioned carefully, she had received only a light reprimand for her earlier outburst, Chrysalis would not be so forgiving twice in one night.

"Simple, she is young and you are not. If the Collective must have mortal monarchs than it is best the change of hooves happen as far apart as possible for stability's sake. Morale will likely be low even if we win. Our neighbors have not exploited the weaknesses Thorax has created yet because they still fear I command the swarm. If I fall striking at Celestia, this illusion will disappear and they will launch the invasions they are preparing. Can you imagine If we lost our second true leader in the middle of it? With the idiot pretender possibly alive and preaching surrender?"

"Another reason we should kill him now! Drag him down here and beat him to death in front of the larva as an example!" Gloriosa stamped her hoof. "Noling can match his talent for spewing nonsense but someling can easily replace him for the few days the plan needs." Gloriosa paused in thought for a moment. "I'm thinking Cheerful Lie will do wonderfully."

"Where was this blood thirst when I was Chief Caretaker?" Cinch questioned, than laughed heartily. "I like it! Very good choice with Cheerful Lie as well, exactly who I would pick for such an operation."

"The ponies threaten our home, the one place we are truly safe! Truly free! How can I say nothing when doom is barreling down on us and noling seems to care? How can I be calm while the runt of the brood is held up as a role model? Everyday he is hailed as some great hero for driving off our mother! Everyday I have to watch as he stumbles about without a clue! He says a time of endless love is just around the corner but Chrysalis had already achieved that when he destroyed the Throne!"

Gloriosa started pacing, enjoying the long overdue chance to vent her frustrations. "And for what? Freedom? Freedom from a full meal? Freedom from our mothers wisdom? She builds nearly everything we have and they want to throw it all away because some stupid dragon says she's mean? They're our prey of course they think we're mean! Why should we care what they think? We aren't ponies! Noling has ever given me a good reason to rebel in our moment of triumph. We had all of Equestria to feast on and they threw it away for scraps! No! The promise of scraps! Madness! Sheer madness!"

She looked as close to crying as a species without tear ducts could be. Her emotions a churning mix of fear, rage and desperation. "Be yourself he says, while he turns us into THEM! Do they have shells? No! Do they have sparks? No! Do they eat souls? No! So why are we destroying ourselves to be like them? None of this makes sense!" Her breathing grew erratic and ragged as multiple changelings gathered at the door, sensing her distress. "I leave to proudly serve the swarm and everyling goes completely mad! Up is down and hot is cold! Next we'll be hugging windigos!"

Just as Gloriosa neared a complete break down Chrysalis hugged her, drawing the smaller changeling to her chest. "Calm down my pretty little fire lily." She cooed, stroking the back of her head as her emotions returned to a more controlled state. "Calm down, mother is here. Mother has a plan, It will all be back to normal soon." Chrysalis kissed her subject on the spot between horn and eyes. "Better, little one?"

Gloriosa nodded. "Yes, I just needed to let it out. Thank you, mother. It's just so hard to lie to them with my own voice. Everyday I have to treat my own kin like fleshlings and everyday I have to act like the one responsible is worthy of respect!" One of changelingkinds oldest traditions was to always be honest when undisguised. So deeply ingrained was this rule that it was often applied to non-changelings. Although that might have just been gloating.

"Your passion is one of the reasons you are being entrusted with this responsibility, but don't let it control you. A wild fire is beautiful but burns out quickly."

"Thank you, Majesty. I will live up to your trust, I promise!"

"You still have faith in her after that display? It's unbecoming of a changeling, never mind a leader." Chainbreaker sneered. Changelings should behave like they looked. A living obsidian knife, harsh and unyielding.

"I do. As it seems do they." Chrysalis pointed behind him.

"Grr-hiss" Chainbreaker turned to see a dozen changelings glaring at him, hunched and ready to fight for their chief's honor. The colonel glanced between them and his Queen, weighing his odds and her willingness to come to his aid.

"A ringing endorsement. I retract my objection." First rule of changeling warfare: never start a fight you can't win or escape from. The changelings surrounding him did not react to his statement, only after Gloriosa waved them off did they reluctantly back down.

"Will there be any further swipes at your superiors Chainbreaker? That is rather unbecoming of a leader don't you think?"

"I am merely attempting to maintain the dignity of command, master." He bowed as he said this. He was willing to spar with his near equals but not his unquestioned master. Insubordination to the crown was only barely tolerated before Thorax's Mutiny, it was certainly not going to be wise after.

"It is maintained, good job. You may cease now." The Queens sardonic tone was laced with threat. The words: 'I do not want to hear of this again, or else.' went unspoken but were plainly heard.

"Is everyling finally clear on their place?" There was a round of muttered agreement and salutes. "Good. You all have your orders. You know the plan. You know the stakes. Do. Not. Fail." She waved her hoof. "Sleep well tonight for tomorrow we go to war! Dismissed!"

"Deceive and destroy! Conquer and consume!" They cried in unison.

As everyling left she turned to the desk and conjured an image of her foes. Equestria's four Princesses, the Element Bearers, the Crystal Imperial Household, the Spirit of Disharmony, Thorax and his fellow lead traitors, and of course HER. She could feel her insides grow cold at the sight of her smiling. She was going to enjoy making sure Starlight Glimmer never smiled again. "As for you lot..." She raised her hoof so that its shadow fell over the image of them laughing in triumph. "Savor the daylight. Things are about to get rather dark."

STOMP

Author's Note

My head canon is that any human character without a pony counterpart instead has a changeling counterpart. Fits Cinch and the Shadowbolts especially well doesn't it?

Chapter One

It was a normal, beautiful morning in Ponyville. And as with most normal days in Ponyville, one Twilight Sparkle was obsessing over something trivial.

"Dewey's Decimal System is the standard for a reason, Spike!" The books in the castle library rearranged themselves around her, as she paced. "But what if she thinks it's too pedestrian? I am a Princess." Spike said nothing, just sighed as he leaned next to the door. "I could use Starswirl's Standardized Sorting System, but what if I seem pretentious?"

Starlight Glimmer walked in carrying a bag of groceries. "I'm back! Got everything on the list and-." She noticed Twilight was too busy debating the merits of the griffin filing system with herself, and sighed. "She does this every time Celestia comes over?" Spike nodded. "Has she ever noticed what book sorting method Twilight uses?"

The dragon shrugged. "I don't know, maybe. I know she wouldn't bring it up, because it's not her business how the books are sorted in somepony else's house!" He yelled in Twilight's direction. The Princess didn't notice, too busy debating herself in circles.

Starlight floated a chocolate bar out of the bag and into Spike's claws. "You'd think she was making a royal inspection the way everypony's acting, not a short stop off."

"Ehepohny?" Spike asked through a mouthful of chocolate and nougat.

"Yeah, I saw somepony get chewed out for taking eleven items in the ten-or-less lane." She shook her head. "Everypony just seems a little more on edge than normal."

"Maybe I should show off one of the methods I've been working on? No! That might look like I wasn't using any method at all!" Twilight gasped like that was the most horrifying thing in the world. Then her face lit up. "Oh, I should do that! Freestyle! Show that I'm "loose and hip" with the foals!" She said with a large and only slightly unhinged smile. Starlight and Spike were now the ones horrified, there was no way Twilight forcing herself to be "hip" would end well.

Spike walked slowly towards her with his claws out calmingly. Ready to hopefully talk sense into her. Again.

"TWILIGHT!"

A figure suddenly barreled into the room and crashed into Starlight. They all gasped when they got a clear look at it.

"Sunset?" Twilight and Spike cried in shock.

"Platinum, Mother of Celestia! What is that?" Starlight teleported out from under Sunset and into a corner of the room.

Sunset Shimmer, rubbed her head from the impact then looked at her hands in shock and screamed.

"Sunset? Why aren't you a unicorn?" Twilight asked.

The human snapped out of her shock and grabbed Twilight's shoulders "The Dazzling's must have more power than I thought!"

Spike and Twilight gasped in horror, well Starlight was just confused. "The diamond dog is a unicorn? What's a Dazzling? Some kind of changeling?"

Between deep breaths Sunset tried to explain. "They stole the other you's magic extractor, and must have repaired it with the pieces of their Hearts. They took control of the others, I barely escaped. They must be messing with the portal too! Please, I can't stop them alone, help us before it's too late!" She looked on the verge of tears.

Twilight immediately galloped from the room, Starlight grabbing Spike as she followed as Sunset scrambled to her feet. Twilight and Spike gave Starlight a very hasty explanation as they ran to the mirror room. When they got there Twilight began inspecting the device for malfunctions. Her student glanced at it and turned to Spike. "Didn't guess this thing was a portal to another world."

Spike raised an eyebrow at that. "Well what did you think it was?" He asked.

"An over-engineered magnifying glass for reading fine print." She answered like it was obvious.

Spike opened his mouth to retort before taking another look at it. "That's ... actually a pretty good guess."

Twilight looked up from the machine. "And a great idea!" She returned to seriousness. "I can't tell if anything is wrong, I knew I should have added more sensors. Everything's better with more sensors." She muttered.

Sunset finally stumbled in. Grabbing the door frame with one hand and her side with the other, panting heavily. "Just...atch...breath... right...hind you." Twilight took a breath and jumped trough the mirror.

The others went to comfort Sunset. "You need water or something? A hug?" Spike asked with concern.

"No, no. She needs you! Both of you. Go!" Sunset shouted and waved her hand towards the portal.

Starlight put a comforting hoof on her shoulder. "I'm not going, you'd just waste time explaining everything to me. Your friends need you not collapsing from exhaustion more." She levitated a chair over.

"And they shouldn't need two talking dogs right away." Spike added, to Starlight's confusion.

Starlight was about to ask about that, when Sunset suddenly lashed out at them, pushing Starlight and kicking Spike away. All trace of her exhaustion gone. The journal flew from the machine and into Sunset's hand, spine outward.

"What are you doing?" Spike cried in shock from the floor.

"Just sending a message:" Her hand started glowing teal, smoke curling up where it touched the book. "Dear Princess Twilight..." She said with mock sweetness. Then clenched her fist as it burst into teal flames."...Don't come back!" The book's remains fell to the floor. With a flick of her wrist the other hand caught fire.

"Now it's your turn!" She then lunged at Spike. Kept from him only by a last second barrier cast by Starlight. "Sunset get a hold of your self! I'm your friend, Spike!" He yelled as the human dug her burning hands into the energy bubble, prying a hole she slowly pulled open.

Starlight's magic strained against Sunset's as the hole in the shield grew larger."I am part of the great choir!" Sunset growled, her arms stretching as far they'd go, the fire on her hands spread to the edges of hole, bracing it open. "You ended the song!" Sunset stepped through the opening and grabbed the fiery circle from behind her. "Burn for your crime!" She cried, ripping it from the shield and using it as a lash. They scrambled to the cover of the portal machine and mirror.

"Starlight, do you know any spells that end mind control?" Spike pleaded desperately, hiding behind the machine.

"No! Just ones that cause it!" She wailed from behind the mirror.

Noticing the attack had suddenly stopped they cautiously peaked around their shelter. She was gone. Just the empty shield, that in her panic Starlight had forgotten to dispel. "Where'd she go?" Starlight questioned as she ended the spell."Is there anything in the castle these Dazzling's would want?" Starlight strained her ears, she could hear something still in the castle.

Spike scratched his head "No. Just revenge. If she's their puppet, why leave?"

"I didn't." Sunset responded.

"Oh, well that answers that." Starlight nodded at that. " I think I hear some.. wait, ohh"

Eyes widening, they turned to the top of the mirror. Where Sunset was grinning like the Cheshire Cat, ready to pounce. Leaping on Starlight's back and grabbing Spike as he tried to scamper away. The unicorn attempted to cast a spell but a teal light enveloped her horn. Sunset tutted as she pressed down on Starlight's back with her boot. "Oh, don't worry, you'll be last. The master wants an audience for her grand performance." She lifted Spike up by the neck. "But you? Ha heh. I'm gonna enjoy watching you fry."

Spike couldn't resist mocking his assailant "Fireproof, dragon, sorry." He smirked unafraid of the fire around him.

Sunset was undeterred, grinning maniacally. "You still need air!" She started squeezing, smiling with cruel delight as he desperately clawed at her arm. "Fool! You think pain can turn my wrath? My body has been reforged into something beyond you, something you can only jealously, futilely try to tear down. My every moment away from her glorious presence, her wondrous voice is heart crushing agony the likes of which your stunted mind can't begin to imagine. That she is an outcast in her own home is an outrage that threatens to rip me apart! You think your tiny claws can match that pain?"

"What are you talking about?! He's your friend! Stop please!"

Sunset slammed her foot down on Starlight's back angrily. "He has brought me and mine only misery and pain! Thank me! For his suffering is only a fraction of what he deserves!" Sunset bent to whisper into Starlight's ear. "Yours won't be. The full measure of your sins and folly will come crashing down upon you. I wish only that my part to play was larger."

Woosh, clack! "Twilight!", Woosh, clack! "Spike!". Woosh "Starli-ah!"

Rainbow Dash burst into the room, barely dodging a fireball. She immediately slammed into Sunset, knocking her back and freeing her friends. "Guys!" Rainbow yelled, jumping back in the air. "They're in here!" Rainbow dodged Sunset's attempt to grab her. "The mirror!" She punched the human in the back. "Bad guy!" The others soon stampeded into the room, joined by both Princesses, having heard the noise of the attack when they entered the castle. Their presence backed Sunset into a corner

Celestia walked forward to her. "My student, what happened to you? Please let me help."

Sunset just laughed. "You wouldn't believe me even if I told you. And I certainly don't need help!"

The Princess held out her hoof." My little pony, you know I will always believe you. Please." Sunset reached out.

And slammed her fist into the floor, blasting a hole into it and sending up a smokescreen. They leaped after her, splitting up to search the halls. But they soon had to regroup under the hole with no results,

"Consarnit! The sidewinder got away!" Applejack yelled, bucking a mare-sized piece of rubble which flew down the hallway, over the heads of Pinkie, Spike, Fluttershy and Luna. At their glares, she rubbed the back of her head "Sorry 'bout that. Aheh, I sometimes forget how strong the buckin' twins are."

"Do you know why she was attacking you?" Fluttershy asked Spike and Starlight, flying over to look at their injuries. Thankfully nothing worse than bruises and light singeing.

Starlight answered "She said the Dazzlings, they're really Sirens right?" She quickly asked Spike, at his nod she continued, " She said they got their powers back before she attacked us. So they're the main suspects."

"The Sirens still live? Why was I not told of this?" Luna demanded. "They are one of the greatest threats to ever face Equestria. Only the Windigos can fill a heart with more hatred and ...jealousy."

"But Sunset didn't act like the Sirens were controlling her." Spike noted. "At the Battle of the Bands everyone was either a glowing-eyes zombie" He mimed a zombie's walk. "Or just more competitive and mean then normal. But Sunset acted like she needed help, then attacked us when we wouldn't run through the mirror after Twilight."

The hall was dead silent as the others suddenly noticed Twilight's absence. Broken when Celestia launched herself into the room above.

The mirror sat inert but undamaged. Only streaks of ash and the severed cables showed it had been hit at all during the fight. One of Starswirl many talents was robust construction.

. The machine on the other hoof was in far worse shape, parts of it partially melted and blackened with a large gash carved in to it. On the main door to its innards was a holder for a repair manual. (Written by Twilight for the sheer joy of writing a manual) An empty holder. Celestia forced herself to be hopeful, her student would have made at least one copy. But, in an irony that in better circumstances would be funny, it could be hard to find things in the home of the hyper-organized Twilight, because she was always refining her techniques. And had just done so in anticipation of Celestia's brief visit.

The book was in even worse shape. A hand sized hole burned through it, leaving only the top and bottom of the pages and covers remaining attached to the spine. The enchantment was barely holding on, though Celestia had prevented it from fading completely. To fully repair it, would require transferring the magic to another book. Doing that without the proper spell would certainly destroy it, in this state. Celestia didn't know this spell, but knew it would be in her school's archives. The inventor of the linked book spell had been a student of it, and the School, as a matter of pride, kept records of every spell invented by a student.

"Sister? Can we retrieve Twilight?" Luna approached, as the others haul themselves back into the room. Starlight was floating herself and Spike up, with Rarity trying to mimic the feat. The pegasi were lifting Applejack through the hole and Pinkie Pie had simply leapt up

Celestia suppressed all trace of her worry for the sake of the others."Even if we cannot repair this machine, we must only wait thirty moons."

"Thirty moons!" They all cried. Rainbow let go of Applejack in shock, leaving Fluttershy to hold her in the air and sink back down under the farmers weight.

"Less, if it is still on its original cycle." Celestia offered.

"And how long is that, may I ask?" Rarity asked hopefully.

"Ten moons." Celestia admitted "It seems that whatever is happening, we must handle our side of it without Twilight Sparkle."

Chapter Two

Flash Sentry sat hunched in front of the CHS statue, scribbling in a songbook. He pulled himself up with one hand on the statue. As he leaned on the statue scrutinizing the book in his other hand, Flash hummed the tune he had been working on. It was a good tune but it just didn't seem to line up with the lyrics quite right and the middle felt weak. He was used to writing short, high energy music, but this was supposed to be longer and slower and that was throwing him off, over compensating in one direction or the other. Flash sighed, he had gotten as far as he could alone, he'd have to bite the bullet and finally show his bandmates. They were going to snicker at it, it was rather sappy after...

Wham!

“Please be Twilight.” Flash groaned from sidewalk.

"Flash? Are you okay? I didn't hurt you did I?" Twilight scrambled to her feet and pulled him up.

"No, no. I'm fine. But we really have to stop meeting like this, It's getting painful." Flash grabbed his book off the sidewalk, making sure Twilight couldn't see what was written in it. If he was reluctant to show it to his best friends, he definitely did not want it's subject seeing it before it was finished.

Twilight laughed. "Oh yes, at the rate of acceleration It could be disastr...ous." Remembering why she was here, she grabbed Flash's shoulders and spun him to face her. "The sirens! Have you seen them? Where are they?"

Shocked at her sudden mood swing, Flash stammered. "W-what? Sirens? No, I don't think so." Unless you counted people who looked sort of like one from a distance, there had been no sign of the Dazzlings sense their defeat. "Sunset might know where they went, I heard she tried to find them after the Battle. You know, give them the same second chance she got." He shrugged apologetically at his rather unhelpful lead, she was going to talk to Sunset anyway. "Why? Please tell me the world isn't in danger again."

"She found them all right." Twilight glanced around, looking for any other familiar faces among the few students waiting for classes to start. She then scrutinized Flash. He had taken Twilight crashing into him in good humor instead of being enraged which meant he was not under the Sirens influence. "Do you know where my other friends are then?"

Flash checked his phone for the time. "School starts in about twenty minutes. If they're not already here, then they should be soon. Seriously Twilight, you're scaring me, what's going on?"

"Sunset says they're..."

Hey AJ! Guess who has a Birthday next month!" Rainbow Dash's voice called out.

"Here!" Twilight grabbed Flash and dived into the nearest bush, his songbook slipping from his hands in the process.

At the door Bon Bon turned to Lyra. "Should we get involved with this or...?" She wasn't sure they could help even if they wanted to.

"I'm just hoping this means Principal Celestia will let us go home."

Bon Bon pushed her friend through the door. "She won't."

"We should ask though, it's worth a shot." The mint green musician whined.

"No. No, it's really not."

Rainbow Dash came into view roller skating circles around a blatantly unimpressed Applejack, as she walked to the school. "I know what you're thinking: 'What do I get for someone who is already so awesome? Something that makes her more awesome is almost impossible. Oh, woe is me!'" As she circled Rainbow performed tricks, spinning and skating backwards . Amazing the other party was the first and only rule in Rainbow Dash's Guide to Negotiating. Which also doubled as her guide to sports, combat, music, romance and life in general. "Not to worry! There's always a way to be cooler! But how?"

"Unless it's your twenty first, you ain't touching the hard cider!" Applejack snapped.

"Why are we hiding? They're your..." Flash whispered before Twilight shushed him.

"Girls!" Applejack shouted as the rest of her friends appeared. Twilight limping behind just behind the others as glared suspiciously at Pinkie Pie, a band-aid under her left eye and bandages wrapped around her right hand. "Help me, Rainbow's begging for cider again."

"Begging?! Me?" Rainbow stopped her orbit and jabbed her chest in indignation, which pushed herself backwards down the sidewalk. "I'm far too cool for that! I'm... um, wait a minute while I come up with a cool word for what I'm doing." Rainbow Dash continued to drifted backwards while she racked her brain.

"Oh, that sounds just horrible, someone bothering you like that, right Rarity?"

"Oh, come now Fluttershy, I'm merely informing you of a second chance for us to break into the fashion scene."

"You remember I didn't want the first chance right?"

"It will go far better this time, I made Photo Finish promise to restrain herself, and keep her two gossipy friends away."

"Bartering! I'm bartering! It's not a cool word, but it's better than the others, which is close enough." Twilight grabbed Rainbow before she drifted further. "What happened to you, Twilight? You look like you lost a fight with Fluttershy's demon rabbit." Noticing she was at her destination Rainbow Dash started to take off her skates.

"Angel Bunny is a fuzzy little saint! Unless you wake him early or pet him the wrong way or give him room temperature carrots for second breakfast or..."

"I've been the victim of Pinkie Pie's juvenile sense of humor, that's what! Tricking me into studying her made up 'Pinkie Sense' to lure me into pranks."

"Tricked nothing! I told about my Pinkie Sense and you shoved a pasta strainer filled with Christmas lights on my head and followed me around like a creeper! What made you go so cray-cray about it? It's just magic, right?

"I told you! Because I can't detect what makes your so called 'Pinkie Sense' work with any of my magic scanners. Every other magic thing registers, but not that." Twilight pulled a battered handheld device, damaged from trying to study Pinkie all day yesterday, from her backpack and waved it in Pinkie's face. It made a pained whine. She pointed at the readout. "See? Just the magic of your geode. That combined with the fact that it supposedly predates Sunset's arrival means your Pinkie Sense can't be magic and must therefore be an elaborate trick. It's the only logical explanation."

"What if it's just a type of magic you can't detect yet?" Rainbow Dash offered.

Twilight shot a death glare at her. "You stay out of this! Just let me vent at this collection of bubblegum colored nonsense!" She pointed angrily at Pinkie with her scanner, It gave out an even more painful whine before something inside burst and one of the antenna popped off. Rainbow backed away towards Applejack.

Twilight cradled her broken machine in her arms like a sick baby. "My poor little invention, you had your whole operational life ahead of you. It was the good one! It can't absorb magic and threaten the world like it's prototype and you killed it!"

"I don't suppose duct tape will fix it?" Pinkie offered a roll of duct tape and the detached antenna with a weak smile.

"Oh that poor thing." Princess Twilight whispered sympathetically, she knew what it felt like to lose a creation to Pinkie's Pinkieness. "They have to be under the Siren's spell to be fighting like this." Flash meanwhile slowly inched his hand towards his book, hoping to grab it before anyone noticed.

"Come on AJ, It will be the talk of the school when I'm the first in the whole school to drink Sweet Apple Acres' famous hard cider. Think of it as advertisement!"

"You want me to break several laws and my family's trust so you can brag about it? Just how stupid are you?"

"There really is nothing I can say to make you agree to it, is there, Fluttershy?" Rarity pleaded.

"I'm very sorry Rarity but there isn't. I will not subject myself to Photo Finish again for any reason."

"Well I respect your choice in this matter, Fluttershy darling. I must say how far you have come since we first met is truly impressive. I couldn't be prouder of your..."

"The answer is still no, Rarity."

"Of course, of course darling. I see that I've crossed a line if you would think so ill of me and I won't bother you with it again." Rarity mentally made a note to get Fluttershy something to make up for her behavior. After the shoot of course, lest it be mistaken for more bribery.

She was in a bind, Photo Finish's parents worked at Canterlots premier photography studio and sometimes they enlisted their daughter to find new faces for modeling. Photo Finish took this, like most things, extremely seriously and would only accept those with "Da Magiks". Which seemed to mean crippling social anxiety. The last time had been a strain on her friendship with Fluttershy.

Her eyes fell on Pinkie Pie turning Twilight's scanner into a duck tape ball with a handle. "Oh Pinkie Pie, darling. Do you think I could get some help from your sister?"

"Huh? Which one?"

"The quiet one."

"That doesn't narrow it down."

"Hmm, you're right, compared to you, they may as while all be mute. The least rock obsessed then." It made an odd amount of sense that Pinkie talked enough for half a dozen people when her entire immediate family barely said a word.

"Limestone! She doing great, only growled at me once this morning, that's how you know she had a good nights sleep! Why?"

"No, I meant... Wait, the angry one is the least rock obsessed?" It was hard to tell when Pinkie was joking, she could say complete nonsense with a straight face and then be completely confused by normal things. Literally the only reason she ever lost a poker game was when she got bored and forgot which game she was playing.

"Yep! Limestone wants to inherit the family business because she thinks she'd be better at it than Maud or Marble or me. The rock part's just icing. Mmm icing." Pinkie stared off into space for a minute, thinking about her favorite food topping. "Yeah, Limestone only really cares about rocks because she needs to, not because she wants to. Kinda sad really."

"Doesn't care about... She threatened to break Rainbow Dash's arm when she touched a boulder during the field trip to your quarry! I'd never seen her more scared!"

"Was not! I could take her! Ten seconds flat!" Rainbow yelled indignantly while rubbing her wrist. "Didn't cause I was a guest! It'd be rude to lay her out with my wicked moves! Yeah, that makes sense." She muttered under her breath.

"Houlder's Boulder is a family heirloom and she's a wee tiny microscopically barely noticeably bit more-violently-territorial-than-an-angry-wolf." Pinkie finished quickly. "Also she likes threatening people." She beamed happily, like that wasn't terrifying.

Rarity stared agape for a second then shock her head, she could worry about Pinkie's potentially psychotic sister later. "Back on topic, would Marble be interested in doing a quick bit of modeling?"

"Don't know, you'll have to ask her. And Limestone too, can't leave her out!."

"Well played, Pinkie Pie, well played."

"Yay! What did I win? Both meanings of that sentence." Getting outwitted by Pinkie Pie was doubly embarrassing because you could never tell if she meant to do that or not.

Rarity ignored her perky pink friend for the purple genius next to her. "Twilight! How about you? Ever wanted to walk down a runway? Because I have a golden opportunity for you!"

"No." Twilight said offhandedly, distracted by pulling the duct tape off her scanner to reveal it was somehow completely fixed.

"Would you do it for me? It's a chance for my designs to be seen by the trend setters." Rarity pleaded.

"How did? That doesn't make any..." She tore her attention away from the scanner to Rarity for the sake of her own sanity. "What would that involve?" Hopefully a lot of thinking about things unrelated to Pinkie Pie.

"Remember how you acted before we all met? Withdrawn, skittish and unconfident? All you have to do is put on my dresses and act that way in front of a camera."

"You want me to relive the feelings I had during the worst years of my life? That seems unwise to say the least, especially considering the end result."

"Oh nononono! Of course not! The appearance nothing more."

"I don't know Rarity. This is definitely something I should talk to Mrs. Chrysalis about before trying."

Were it possible Rarity would have gone pale. There were two members of the Canterlot High faculty that the students genuinely feared, perhaps not coincidentally both had psychology degrees. Luna, the schools Vice-Principal and self appointed disciplinarian, was nicknamed "The Nightmare" by the more trouble prone students because she always found the culprit and ran detention like a prison. The rest called her that because of her overfondness for using a megaphone.

The other, Chrysalis the school psychiatrist, wasn't feared for her uncanny ability to blend into to a crowd or the fact she always announced her presence by suddenly speaking up from behind you. That she was the only member of the faculty to
have known about the old Sunset's antics and did nothing about it because she thought it was an interesting social experiment was not widely known. Her morbid and creepy sense of humor and decoration was mostly seen as a good thing. She and Luna organized the schools yearly haunted house, one of the few areas CHS regularly outdid Crystal Prep. (Even if the alien insect hive theme was getting repetitive.) It was a combination of all of that but mostly it was the large pet tarantula that was often perched on her head or shoulders.

For Rarity, in this situation, the part to be afraid of was her well known habit of getting overprotective of those under her direct care. No one could prove she ever did anything of course, but how else did you explain the lockers of Hoops, Dumb-Bell and Score simultaneously being infested with ants after Fluttershy started her counselling sessions two years ago? She probably wouldn't do anything over an insensitive and ill conceived idea like this. But why get on the bad side of someone who insisted, with complete sincerity, that bullet ants were cuddly?

"Twilight, dear, darling! That won't be necessary! Consider the subject dropped!" Rarity made a mental note to stock up on bug spray and ant traps the next time she went for groceries. Relying on the strength of her designs certainly wasn't wrong but lacking "Da Magiks" was the only feedback she had to work with. She would just have to hope Photo's tastes had shifted since.

As Flash's hand neared his book Twilight, the pony Princess, noticed and slapped his hand away. The resulting rustling bushes attracted the attention of Fluttershy. "Ow!"

"Shush!"

"Is someone there? You can come out I won't hurt you. Huh, whats this doing here?" Fluttershy picked up the book.

"Look, AJ, you know I can pay you back."

"That's more illegal, you multicolored moron! That's it! If I hear one more word out of your mouth about it, yer on the blacklist!"

Rainbow cocked her eyebrow at this. "Blacklist? You've got to be kidding me."

"Yep. If you keep this up your name will be along side the likes of Thuggish McColt, Brutish Hoofield, Snips and Snails, the Flim-Flam brothers and the entire Pear family!" Technically the Pear family was only on the list in spirit, their numbers matched the Apples and none of them bought apples of any kind, so listing them would have been a pointless waste of ink. Bur Rainbow Dash didn't need to know that and wouldn't have cared anyway.

"So the mall won't let my parents buy apples because you tell them to?" Rainbow Dash crossed her arms smugly, this was supposed to scare her?

"Admittedly the threats lost a lot of teeth since great grandpappy's day, but it still means you can't buy from us directly."

"I live on the other side of town, Applejack. Do I even buy anything from you at all?"

"Ya can't touch any apples on the orchard."

"You don't let me do that anyway, how is that a threat?"

"No apple slices, sauce, pie or crumble at lunch."

Rainbow reacted with mock horror. "Oh no! whatever will I do? I'll have to settle for the pudding! That the best you got?"

Applejack smiled predatorily. She knew what she had listed weren't things that Rainbow cared about, she just wanted to see if Rainbow Dash needed the real threat spelled out for her. "No cider, hard or not. Ever."

"That's... big deal! I never get any, anyway!" Rainbow Dash pouted. Living at the opposite end of town made it all but impossible to get there before they ran out of cider. No matter how early she got up or how well she planned her route there was always a hundred strong line in front of her. And of course Granny Smith refused to budge on the traditional 'first come, first serve, buy as many as you can carry' policy. All she usually got for her trouble was exhaustion and a grounding. Her parents might have been mindlessly supportive of her but there were still rules she had to follow and not running through town before sunrise was one of them.

But the cider was so good.

"It's a pity you haven't recently found a way to move faster or anything like that." Applejack dangled her own geode in front of Rainbow Dash as a reminder.

Rainbow snorted derisively. "Doesn't matter how fast I get there when everyone else was there the night before."

"We caught some of the campers pouching apples last year. So Granny made a new rule: we see you with a sleeping bag or tent, you don't get a drop."

"Really?"

"I don't lie, do I?"

"Yes! Yes! Yes!" Getting a mug on the first day of cider season was a dream she had though was impossible but now it was finally in reach. "Sweet delicious cider! Mine at last!"

"If your're not on the blacklist."

"Right, sure whatever you say." Rainbow Dash was lost in her own world. A world filled with cider. "Maybe I'll even get two mugs this year! Can you imagine it? Two whole mugs of sweet apple cider?"

"Easily." Applejack smiled. Her friend was happy and no longer annoying her, sometimes everything worked out. Except for one detail. "You can stop drooling anytime now, Rainbow."

Pinkie Pie, bored with Rarity and Twilight wondered over to Fluttershy. "Whatcha got there Flutter-butter?"

"I think it's Flash Sentry's songbook, but what is it doing on the ground?"

"I don't see a name on it. What makes you sure it's his?"

"Who else puts so much effort into song titles with puns on the word flash?"

"Me?"

"Why would you do that Pinkie Pie?"

Pinkie stared blankly at her. "I don't understand the question."

Fluttershy sighed, it was going to be one of those days with Pinkie Pie. "Is it your book then, Pinkie?"

"Nope! Never seen it before in my life. I keep mine in a triple reinforced beryllium steel vault deep beneath the Alps, guarded by robot samurai pelicans! Or a shoebox under my bed. One or the other, I forget which."

"Of course not." Fluttershy rolled her eyes at this, things were never simple with Pinkie Pie. "There's an animal in the bushes and I think it's scared of us. Please hold onto this while I calm it down."

"Okie dokie loki!" Pinkie saluted.

"Come out little fella, I just want to say hi. No one here will hurt you, they're just a little loud, but once you get past that they're very nice. Most of the time."

One of the school doors opened and out stepped a confused Sunset Shimmer. "Hey girls! Bon Bon said Twilight needs help? And Lyra thinks it will cancel school for some reason."

"Who's Bon Bon?" Twilight the human asked.

"What?!" Twilight the pony shot up and rushed to Sunset, causing Fluttershy to shriek and run behind Pinkie Pie and Rarity to jump into the arms of Twilight the human, who immediately collapsed under the sudden weight.

"How are you here when you're there?" Twilight the pony demanded from a stunned silent Sunset.

"What in Boot Hill is going on?"

Pinkie jumped up and down with her hand raised. "Ohh, ohh! Are you here to throw a surprise birthday party for Toola Roola, Archer, Sassaflash, Spot, Chance-A-Lot and/or Mr. Doodle Donkey? Because you really shouldn't do that last one. Trust me on this, bad idea."

Flash picked twigs out of his hair as he stepped out of the bushes. "Don't look at me. I never know whats going on here." He held his hand out to Fluttershy. "Can I have my book back, please?"

"Why do you name all your songs after yourself anyway?" Applejack questioned, maybe her standards were skewed by being friends with Rainbow Dash and being regularly within earshot of Trixie but he didn't seem that self-obsessed. Unlike them, none of his songs were actually about him, he just kept putting his name in the title for no apparent reason.

He shrugged. "I'm going to be embarrassed by this in twenty years no matter what happens, I might as well have fun while I can." Technically most of Flashdrive's songs were named after whoever wrote them, to help distinguish them from the cover songs, but since Flash was the main creative force behind the band the majority ended up with his name. He was more invested in it as a creative enterprise than the others, Drive Train was more interested in the fame and Backbeat just wanted to play the drums, they had mostly ran out of ideas long ago.

Twilight circled a confused Sunset Shimmer, scrutinizing her from every angle. "If I didn't know any better, I would say you really were Sunset."

"Thank you? Wait, who do you think I am?"

"The only person with the theatrical skills, vocal range, knowledge and orange skin needed to impersonate Sunset Shimmer. Adagio Dazzle!"

"...I seriously can't believe I'm asking you, of all people this, but are you on witch weed!?"

"Confess Siren!"

"Girls, a little help?"

Applejack stepped forward keep one friend from hurting another. "Twilight..."

"Prin-Light!" Pinkie declared.

"What?"

Pinkie pointed at the pony Twilight Sparkle. "She's Prin-Light!" Then she pointed at the human Twilight Sparkle. "And she's Sci-Twi!" She smiled proudly.

'Prin-light' didn't bother tuning to look at Pinkie, too busy staring at Sunset in case she attacked. "I don't like being reduced to my title, though I suppose it's better than being reduced to my species."

'Sci-Twi' shrugged apathetically. "I've had worse nicknames."

"Okay fine. Prin-Light, she can't be that singing sidewinder, we would have noticed if she was acting different."

"But Applejack, we haven't seen her since yesterday afternoon." Fluttershy noted.

"And, ahm, Prin-Light is right, Sunset and Adagio do resemble each other a great deal. Why, Sunset would look just gorgeous in purple. Preferably without all the gauche spikes though."

"And Twilight looks like the other two, too!" Pinkie Pie leaned in close to Sci-Twi, looking for any imperfections in her 'disguise' then licked her finger and ran it across Sci-Twi's cheek hoping to wash off face paint. The purple girl shuddered in disgust, she knew both where Pinkie kept that finger and what she put in her mouth.

"When she's right, she's right." Rainbow Dash agreed. "Also eww!"

"I know how to prove you're not a Siren!" Pinkie pulled a worn poster for the cafeteria's Taco Tuesday from her pocket. "What do you feel when you see this?" Sci-Twi opened her mouth. "Other than confusion at why I have it. Shesh." Pinkie rolled her eyes. Had no one ever heard of a Taco Tuesday poster related emergency?

"Phantom gastrointestinal distress. You know I'm lactose intolerant!" Sci-Twi growled.

That was enough for Pinkie. "She's not a siren!"

Fluttershy raised her hand. "Um, what about the third one?"

Pinkie Pie was instantly back in Sci-Twi's face. "Thought you could fool me didn't you, third one! Nobody makes a fool of Pinkamena Diane Pie but me!"

"Do you even know the 'third one's' name?"

"Tempo Glare, I think." Applejack guessed. For a group that hungered for the spotlight, the Dazzlings hadn't made much effort to introduce themselves.

"I mean seriously, a spiked belt! How does that even work?" Rarity wasn't paying attention to any of this, too busy critiquing the Dazzlings fashion choices to herself.

"Are we talking about the blue one now or the pink one?" To Flash, the whole thing with the sirens was a blur. Mind control wasn't kind to your short term memory, especially when you didn't want to remember what happened under it.

"There was a third one?" Rainbow Dash hadn't paid much attention to her competition at the Battle of the Bands, only remembering them as another band blown away by her awesome skill, that just so happened to be evil monsters from another world.

"She looked like a Slipstream to me, acted like one too." Pinkie mused absentmindedly.

"None of you know her name? She nearly destroyed you and you never learned her name?"

They all shrugged. "It never came up."

"Do you know anything about her at all?" Twilight crossed her arms in annoyance.

"She's purple?" Rainbow offered.

"Really more of a fuchsia, darling." Rarity corrected.

"She looked mean. Really mean. I'm sorry." Fluttershy squeaked. "I mean, I'm sorry I don't know more! Not that I think you are her, which I don't! But I am sorry I called her mean and oh dear..."

"She acted like a puppy on pixie sticks. Or was that was the other one?" Applejack did her best to remember any details about them before giving up. "Rotten to the core, either way."

Pinkie renewed her accusation. "Ah ha! Why would you care what we thought about her so much, if you weren't her? J'accuse! Tu are pas Aube!"

Sci-Twi threw up her hands. "Gah! This is ridiculous! Do any of you really believe this?"

"Nope." Her friends all agreed. Including Pinkie Pie.

They all turned to look incredulously at Pinkie Pie. "Then why?" The purple genius growled through clenched teeth.

Pinkie shrugged. "Prin-Light seemed to be having fun, I wanted to try."

Sci-Twi twitched as she fought the desire to strangle her friend for the second time in as many days. Sometimes she wondered why she left Crystal Prep. Then she remembered they put Cadence in a position of power and then she wanted to be even further away.

The aforementioned pony Princess circled, a by now thoroughly annoyed, Sunset Shimmer at the base of the steps looking for any minute flaw. "You're good Siren, but not good enough to fool me!"

"I'm not a siren! What do I have to do to convince you?"

"Tell me something only Sunset and I would know."

"Like what? What we said to each other in the kitchen at Pinkie's sleep over? What getting a Cutie Mark feels like? Celestia's first lesson?"

"The Eight Enchanted Items of Mage Meadowbrook!" Prin-light declared, grinning smugly.

Sunset blinked. "Come again?"

"Meadowbrook is considered the mother of modern enchantment, her work is the basis for everything from automatic doors to the Cloudsdale weather factory. No graduate of Celestia's School for Gifted Unicorns worth her salt wouldn't be able to recite them from memory. And any graduate would also know she was born in 64 A.U, fourteen years after the Siren Sisters attacked the first Grand Galloping Gala and were banished to this world! There is no way they would know the first thing about her!"

"Fine, whatever gets this over with." Sunset took a deep breath. "The Neverlost Compass, The Purifying Crystals, The Saddlebag of Holding, The Yolk of Fortitude, The Mana Catcher, The Spell Seeing Spectacles, The Everlasting Salt Lick and The Tin Soldier. Happy?"

Prin-light stared slack-jawed. "You even listed them in chronological order!"

"Well, there is some debate over which came first, the Mana Catcher or the Spectacles."

"Revisionist nonsense! That debate was based on an out of context line in a letter to Starswirl. The Mana Catcher worked before she invented the Spell Seeing Spectacles, she just didn't know it until after, so obviously the Mana Catcher should be listed first!""

"Sure, sure whatever you say!" Sunset knew from first hand/hoof experience that the passion involved in some debates was inversely proportionate to how minute the distinction being debated was. It was something she used to enjoy exploiting. Hint she, and therefore Princess Celestia, supported one side and sit back and watch the fireworks. Hours of fun and a new batch of emotionally raw ponies to manipulate for even more fun later.

"You are Sunset!" She turned to her other friends. "But why were you all fighting each other if you aren't under the siren's spell?"

"It's Friday, after four days of school nerves get a little frayed before the weekend."

"Because there's no more school work?"

They all stared at each other. "Sure."

"I remember when I thought like that. Then I met Fleur de Lis." With what she had had to put up with at CPA, it was minor miracle that Midnight Sparkle had only been destructively curious instead of actively murderous.

"For the record what was your plan if I was Adagio?" Sunset asked.

"...Flash, Spike and Starlight hold the others off while I appeal to their true selves. Then I guess we blast you, I mean her, with rainbow magic again."

Flash glanced at the others. "Unless this Starlight is some kind of super soldier that's not doable, like at all." Taking on Rainbow Dash or Applejack one on one would have been a struggle before they gained superpowers. If certain rumors about Sunset were true than he stood no chance against her either, although a part of him still wanted to try. As for the others, if they were under mind control then their main weaknesses, low self confidence (Fluttershy and Twilight) and poor prioritization (Rarity and Pinkie Pie) wouldn't be a factor.

"If you're the real you, than who was the other you?"

"Adagio?"

"She'd have had to go through me to get to Twilight."

"Aww that's sweet Flash."

"Thanks, but I meant literally. I was sitting in front of the statue for about fifteen minutes. You were acting too panicked for whatever is wrong to have happened before that. So whatever's wrong got there before or is from your side."

"Don't do that, if you fell backwards while I was going through who knows what could have happened!"

Starswirl probably, but his notes on the matter only mentioned 'safeguards' without any elaboration or clue what they were. His papers were notoriously hard to get anything useful out of. Not reading them, while his hoof writing and style did shift somewhat over his long life, it always remained legible, albeit now archaic. But deciphering what he was talking about, he had plainly not accounted for somepony other than himself or his students reading his notes and they were a mess of self references and unexplained logical leaps. The fact he pioneered the study of time magic made things extra confusing. This all combined with the sheer volume, forgeries and a period of time where he encrypted his work out of paranoia and it was easy to see why the Cantorlot archivists had invented a filing system just for him.

"Who's Starlight?"

"Starlight Glimmer, my friendship student, she's kind of like Sunset, a powerful unicorn with a bad past working to improve herself. You'd all love her, I know because most of you already do! Ha! Multiversal humor! She's a little shy because of the whole 'founded a cult over foalhood trauma' thing but she's... not here... Why isn't she here yet?" She suddenly noticed that Starlight and Spike had yet to follow her and were therefore alone with an impostor with unknown but probably nefarious motives. She bolted towards the statue but Pinkie jumped in front of her.

"Twilight! I mean Prin-Spark, I mean Twi-Sci, I mean, gah! Whatever! Running into that thing is just going to end with a splat! The laws of Comedy, Drama and Logic all say that's what must happen. All Three! That never happens!" Pinkie pulled three small theater masks from behind her back and pointed to them in turn. The classic Comedy and Tragedy masks plus 'Logic', a mask with a straight line mouth and eyes and a crescent raised eyebrow over one of them.

"Here, let me a least get Comedy on your side." Pinkie Pie put her arm out to lean on the statue. When she didn't fall through she started loudly pointing out this fact. "See! It is completely solid! I am one hundred percent confident I will not fall comically!" Nothing. "It's out numbered two-to-one, what can you do?"

"Well thanks for not letting me run head first into a rock at least." The now marooned pony muttered halfheartedly as her friends gathered around to comfort her.

"That's the least a friend can do! Or an acquaintance. Or random bystander. Basically anyone that doesn't hate you. Which I don't! I don't hate anyone!"

Sunset dug her book out of her backpack and handed it to Twilight. "Here, you need this more than I do."

"What's that for?" Flash Sentry asked.

"It's the magic book Twilight and Sunset use to communicate through the portal. It's like a phone but it can only text and absolutely nothing else, so it's really not like a phone at all. But it's magic and works across dimensions and that's really cool!" Pinkie Pie gushed while Sunset Shimmer looked like a deer caught in the headlights.

"You mean the type of thing you told everyone you don't have?" Everyone except Princess Twilight turned on Sunset.

In retrospect, hoping Flash never found out about the book while not doing anything to keep him from it wasn't one of her better plans. "Err, that wasn't a lie when we said that. I just didn't update you when things changed after the... that's not better is it?" Everyone shook their head and glared at her disapprovingly. This sort of manipulation was supposed to be behind her.

Flash glanced at the others. "So I'm clear, none of you were in on this?"

"You know talking about books makes me sleepy."

"This is the first time we've spoken since that book report on Shaking Spear, I believe."

"..." Fluttershy squeaked inaudibly, which proved her point more than the actual words she was trying to say would have.

"I'm Pinkie Pie!" She was either offering an explanation or reminding herself of her own name. You could never tell.

"Thought you knew." Applejack shrugged, no reason not to tell him or anyone else, so she just assumed someone else had.

"Same. Also I try to avoid you. Sorry." Sci-Twi shrugged. This was the first time someone at CHS knew less than her about the schools pre-Friendship Games magical happenings.

Sunset latched unto her bespectacled friends statement like it was a life preserver. "I was doing it to help you! His pining over your counterpart was hurting both of you. I figured distance would help."

"It's not." Flash noted dryly.

"I suppose, I appreciate the sentiment." She said in a tone that made clear she didn't, she had transferred to avoid getting thrown under the bus like this. "But wouldn't that goal be better served by the opposite method? Have them meet more not less?"

"Err." That hadn't occurred to her.

"That way he and the rest of the school get better acquainted with the differences between her and me." She was still getting asked questions about 'Pony World.' Anything that stopped that was worth attempting. And if it also happened to give herself access to a second source of information about said world? All the better.

"Oh! Just like in Mirrored Passions Parts One through Three! The unspoken irony of the whole thing was that if Rose Thorn and Rose Petal could stand to be in the same room together than the love triangle with Charming Wit wouldn't have happened!"

"There's three books about a love triangle with twins? Sounds like it'd get stale fast." Applejack questioned incredulously.

"Eight, last I checked. I stopped reading after book Four introduced a triplet and just reset the whole thing. I heard the most recent introduced fairies or some such."

"And you wonder why I don't go to your book club."

"You should! Rainbow Dash recently joined and she's having a wonderful time! Aren't you, darling?"

"Yep! It's perfect! Right after practice, comfortable chairs, not to warm and best of all, no teachers. Best place in the whole school for a post exercise nap! No matter how pumped I am, when Fluttershy starts talking about manga I'm out like a light!" It wasn't that Fluttershy was a poor public speaker, when was speaking about something she cared about, like her books, she was often very engaging. But when she was talking about manga she always prefaced it by reminding everyone how it was supposed to be read, which was very, very boring. "Plus I can talk about the latest Daring Do book when I'm done my nap. Best idea I've had in awhile!"

Rarity fumed as Applejack laughed. Only Rainbow Dash would use a book club to nap and consider the whole point of it a happy bonus.

"You really should get that biblio-narcolepsy of yours looked at." How Rainbow Dash maintained the grades needed to stay on the sports teams before Twilight transferred and began helping her was a mystery to the former Shadowbolt.

"I don't use steroids! Who keeps spreading those rumors?!" Rainbow snapped.

"Probably Pixel Pizzaz." Fluttershy noted. Pixel, Violet and Photo together were the heart of Cantorlot Highs rumor mill and they didn't always care if the rumors they passed along were even close to true. A lot of Sunset's old power in the school had come from keeping them on her side, smearing her rivals and burying anything that hurt her. They weren't quite as bad now, without Sunset Shimmer or Diamond Tiara rewarding their worst habits.

"There are issues with having too many people cross over. So we should limit it to more important things than dates." She assumed, Celestia seemed to think so, but neither she nor either Twilight had found any basis for that belief. At this point less people wouldn't fix anything and more wouldn't make anything worse, certainly.

"Like you attending pubic school?" Every argument she could try was instantly undermined by her own presence.

"Exactly! Wait no! I mean..." There were reasons that she should say at CHS and Princess Twilight should minimize contact, but it was impossible to articulate them at the same time in a way that didn't come across as self serving hairsplitting. And they weren't the main reasons both were doing that anyway.

"There's only so many pages in the book and I want to save them for more important things like her Friendship Lessons and comparing the... oh road apples." In hindsight the problem with Sunset's plans was that they were made by Sunset.

"I used to be so good at lying to people, what happened?" She thought. "Oh right, a conscience."

"I recall other me saying these linked books aren't that hard to make. You could just ask for a second one, everyone wins that way. Flash and other me have a way to communicate that doesn't go through you and the portal device has a backup book. Who doesn't love redundancies?"

"Um, err, uh... Twilight! Any news?" She desperately needed the distraction to come up with an explanation and maybe think if this had been a good idea in the first place.

The Princess of Friendship simply tuned the book to her friends revealing the blackened pages. Before their eyes it slowly faded leaving only Sunset's writing.

"So you see, King Thorax, I cannot in good conscience leave Ponyville while both of my former students are in danger and an unknown threat rises. I'm sorry." Princess Celestia finished her apology to the changeling king as his subjects filed out of the train to stretch before continuing to their destination.

"I will not be attending as well, vile mind control is plainly at work and I am best suited to ending it." Luna added. "We have reason to believe it is one of Equestria's first foes and I will not let them escape justice again."

"How can we party while our friend is in danger?" Rainbow Dash declared. "We're staying until we know Twilight's safe!"

Pinkie Pie gasped, that this might prevent them going to the Crystal Empire was only now occurring to her. "Staying!? But we'll miss the Crystal Fair! And then the Crystal Empire will have less power! Less power means less happy crystal ponies! Less happy crystal ponies means less power next Crystal Fair!" She pulled a nearby Unreformed changeling to her chest, hugging her like she was a scared foal. "And what about the poor changelings? They're counting on this proving to all the scaredy pants's of the world that they're all nice now!"

"How did you know that?" Thorax wondered.

"I hear beating, did we put a bomb in her and not take it out after the master's defeat?" The changeling, Pixel Pizzaz, asked worriedly.

"Pinkie! Calm down darling, the Crystal Empire has been having Fairs for generations. I think they can handle one Pinkie-less Fair without entering a death spiral." Rarity and another Unreformed changeling, distinct from the others by her violet coloring where the rest were green or blue and a line of spikes along her head running from ear to ear, Violet Burr, tried to pry the unlucky changeling free.

"Why is her chest pulsing? That's not right!" Pixel wailed.

"Pinkie must party or Pinkie is not Pinkie. But I must also be loyal to friends. Rainbow Dash is loyal to friends, I am loyal to friends, therefore I am Rainbow Dash!" letting go of Pixel, which sent her flying into her would be rescuers, Pinkie slicked back her mane turning her puffy curls into a pink version of Rainbow's short mane. She bobbed up and down to mimic the pegasus flying in place.

"Is this normal?" Celestia asked. A part of her always hoped her student was exaggerating about Pinkie Pie.

"More or less." Spike muttered.

"This is a new one though." Fluttershy pointed out.

"Watch this! I bet it will impress you changelings." Rainbow Dash flew in front of her imitator and started pulling poses for Pinkie to mirrior to show off both ponies (but mostly her) abilities. "Pretty good huh?" Both of them asked.

"It's terrible! The worst impersonation I've ever seen in my life! If a nymph performed so badly at it's first day training, it would be beaten and deservedly so!" Violet pushed Rarity off herself and stomped in front of Pinkie Pie. "And the voice! It sounds nothing like him! If you want to mimic his rasps, you should be vixing your xixix, not your xixic! I don't even know how you could make that mistake! Are you even using your kixnik at all? And stop bouncing! Unless Rainbow Dash actually does that on the ground, it's just annoying."

"Him?" Rainbow Dash hadn't been mistaken for a colt sense she had hit puberty.

"But the thing with the mane is pretty nifty, right?" Spike spoke up to help Pinkie's pride.

"Yeah, I guess. How did you do that anyway?"

"I dunno." Pinkie just shrugged, her mane poofing back to normal. She never put much effort into trying to understand all the weird things she did. She was just happy they were funny.

"Feeling better Pinkie?" Fluttershy asked.

"Yeapers! Sorry bout that everypony, it's a big party we're going to miss and I don't like to miss even little parties." She suddenly perked up. "Oh! I know when Twilight gets back we'll throw our own Crystal Fair! It can double as a welcome home Twilight party and triple as a we defeated the bad guy party! We're going to need a disco ball..."

"See? She's fine. Always bounces back that one." Applejack assured the Princesses.

"Back to the topic at hoof. Can we help? After so long causing problems, it would be nice to help fix them. Changelings are nearly immune to mind control and we can search places you monoforms can't. We're perfect for stopping whatever's at work!"

"Too perfect I'm afraid, Lord Thorax." Timber noted morosely.

"I'm not your lord, Timber! Explain please."

"I'm sorry, Thorax sir." Thorax flinched at every utterance of sir. "What I mean sir, is that we have been trained our whole lives to hunt. To track, to bite, to kill. Sir, I worry that when we find this 'Human' we won't want to stop. This town is full of love, wrapped in soft, trusting flesh. It is our nature to betray trust and we have not all evolved beyond that." He did nothing to disguise the hungry look he gave the assembled ponies, eyeing them like cuts of meat.

"You worry too much Timber!" Sandalwood protested. "We've come so far, we're not going to backslide like that."

Timber pointed to the other end of the train platform where a trio of changelings, one Reformed and two not, were gathered around a rat they had dragged from under the platform and were batting it like a tiny punching bag. The rodent was obviously drained of it's love and was almost certainly dead.

"That poor mousy, is it okay?" One of the changelings chomped down on the whole rat and began chewing. "Um, nevermind."

Thorax glanced back and forth between Celestia and Timber, torn between his desire to help a friends and his worries about his subjects.

Celestia solved the dilemma for him. "Don't worry, we have no need of aid. A company of guardsponies are already in Ponyville, with her mind addled as it is, she will not hide long." Nor would she want to, no matter how much initiative a thrall was left with they would still be compelled to complete their mission, no matter the odds. Sunset would strike again and sooner rather than later. "There is however, one task I would entrust you with."

"Yes! What is it?" Thorax almost tripped over himself to agree.

"Diplomacy is new to me, but shouldn't you have asked that before agreeing, sir?" Timber asked.

"Sunset's words to Spike and Starlight imply that they are singled out as targets to her. We don't know if this because of orders or the dark magic stripping away her inhibitions and returning her to her former envious and vengeful state. Either way, I would have them go with you to the Crystal Empire."

"What?"

"We're not abandoning Twilight!" Spike took his duties as Twilight's assistant seriously. Well some of them, the important ones, not the double double check the checklist duties, those he could do without.

"If you are her target, you are in great danger. Sunset is powerful, intelligent and driven, the fact she is not in her right mind only makes her more unpredictable and dangerous. I won't leave you in danger when I can prevent it."

"If they are the target, why wouldn't she follow them?" Applejack questioned.

"Then she has to attack the train station, where we will be waiting in force. If she follows then she will have to do so on hoof over open field, even if she does elude us the spell on her should will wear off before she reaches the Crystal Empire. If they aren't her goal then there are less ponies in danger when she does show herself."

"I guess I can't argue with your reasoning Princess." Starlight reluctantly agreed, she felt terrible at the thought of leaving her teacher behind but there wasn't anything that she added to the effort to retrieve her. "She brought in a team of engineers to rebuilt Twilight's machine, if she says they don't need me, they don't need me."

Timber approved. "A plan with no non-winning moves, just what Queen Chrysalis would have done. Well, if burning down the town and forest weren't options for some reason... why aren't they options?"

"Don't talk like that please, it reminds me of mother." Thorax muttered before straightening. "You can count on me Princess! I won't let them out of my sight!"

"Siegies fall in!" Thorax yelled, at his call a dozen armored changelings rushed to his side. Their mandibled helmets marked them as the former Queens elite guard and enforcers. Thorax pointed at two of them and then Spike and Starlight. "You two! Fire Wall, Carbon Copy, you are to guard these two like they were larva."

"Rush them home at full speed and destroy anything that looks at them?"

"Not exactly like larva, just keep them safe please. The rest of you are to keep on alert, there is a threat on the loose here and I don't want anyling getting hurt or making it worse, am I clear?"

"We are immortal!" The Guardslings saluted and set to work.

"Just don't worry so much you forget to enjoy the comforts of Ponyville! We're not the fancy schmancy Crystal Empire but we got plenty to do while you stretch your bones!"

"Hisskit?" Thorax tilted his head at an angle that was not possible for a vertebrate while the other changelings erupted in a flurry of debate with each other in the changeling language. A rapid fire series of hisses, clicks, buzzes and sounds inaudible to pony ears.

The ponies (and dragon) stood there in confusion at this extreme reaction to one of Applejack's countryisms.

"Do we need to have bones to enjoy Ponyville? Because we don't." Thorax asked.

"Have bones in our bodies that is, we have plenty of other people's bones. Piles of them. 'the road to Maredor is lined with bones,' that's not a metaphor you know. Though I suppose it's a bit late to bring them now." Microchips pointed out.

Applejack did her best to hide her disgust. "Er, no you're good, it's just a saying."

"To clarify, bones don't stretch do they? And trying to stretch them is bad, right?"

"No, they're not supposed to."

"I told you! Next time listen to the changeling with the torture degree!" Sandalwood declared to his fellows smugly.

"You have a degree in torture?" Luna asked, understandably concerned.

"The changeling education system doesn't have other ways to learn about fleshling biology. Didn't like it but I figured it would help get my biology doctorate."

The group stood in awkward silence at the reminder of the Changeling Kingdom's evil. Everyling here was until recently a servant of the most infamous evil empire in the world. They were all trained from birth to inflect horrors on every other living creature, that they were repentant didn't change what many of them had done in service to their Queen. Or how eager many of them had been to obey.

"So... Everylings off the train! Micro, Sandalwood start distributing the spending bits to everyling..." The sound of beaking glass rang out from inside the train station and a changeling scampered out to cower behind Thorax. "And pay for whatever he just broke. As if I can't guess." He sighed tiredly.

The owner of the train station gift shop chased the changeling out. "This rotten bug just broke all my snowglobes!"

"He admits it! He spreads cold! Evil! All must burn!"

"All must burn! All must burn!" The small army of changelings cried out.

"No! No burning! Visiting Friends 101: 'Guests don't burn their host's things', remember?" The crowd groaned at this, what was the point of visiting new places if you couldn't see them burn? Thorax turned to the changeling that had started this, still hiding behind him. "It's not real snow, the ponies just like looking at frozen hellscapes."

Every changeling in earshot looked at him in confused horror. "I don't get it either, I think it's a dominance thing."

The ponies shared worried glances with each other. If this was how they reacted to snowglobes of all things, how would they handle the fact ponies made real snow? "No tours of the Weather Factory." Celestia whispered to Rainbow Dash.

"No tours, got it."

The Princess of the Sun rose to her full height. "I shall leave the tour of Ponyville to those more acquainted with it than myself. I need to check up on the engineering team."

"But you just left the castle." Pinkie noted before Rarity shushed her.

"King Thorax, I still look forward to visiting your fair kingdom, I will see to it that this unfortunate incident will not interfere with that. In fact I will spend an additional day there as apology for not attending the Crystal Fair with you. Please do not worry about us and enjoy your stay." She bowed politely and turned to leave.

The twin Princesses walked away toward Twilight's Castle. "Luna, you have seen into the dreams of the changelings, I assume?"

"With difficulty, their minds blur together when they dream, it is hard to tell where one ends and another begins. Of course as shapeshifters, their view of themselves is more fluid then most, which makes it harder for me to tell what is dreamer and what is dream. After our release the changelings that watch over their dreams gave me a tour, it has made it only slightly easier."

"What have you been able to see?"

"Nothing less than a picture of hell. Flames that consume the world, shadows that choke all light, deafening screams of pain and fear from uncountable sources. A molten, evershifting world of ash and agony."

"Such horrible nightmares! What can we do to help?"

Luna stared her sister straight in the eye. "I was talking about their happy dreams. Their nightmares are somewhat more pedestrian, worries that Thorax will betray them, that we will betray them, their Queen's vengeful return, invasion by literally every other life form, a metallic squid monster heralded by the cries of infants, cold in all it's forms, clowns. They really seem to hate clowns for some reason. What has always cheered them up is destruction and cruelty that would make your blood run cold."

"From what I've seen of their collective subconscious they are ruled by paranoia and sadism. They treat pain and fear like we do candy. Sister, I fear this peace will not long outlive Thorax, if not by Chrysalis than by their very nature."

Celestia sighed. "Than we must work all the harder to maintain it. For them as much as us. They genuinely what to be better, I won't deny them the chance simply because it's a hard road."

Luna looked unconvinced, it would be hypocritical of her to deny them a second chance but she was the cynic of the Royal Sisters and her pessimism told her 'hard road' was an understatement. "Easier said than done. Just keep them away from anything flammable."

"I presume they are easily amused by fire?"

"It is their religion. It is the entirety of their religion."

"I was hoping to give them a gift to make up for missing the Crystal Fair. It seems a bonfire will do nicely. I'll order a supply of Rainbow Falls lumber and have it delivered to the Changeling Kingdom, It should arrive before I have to leave. I know a spell that creates a giant lens, if I line it up with the Sun just right..."

"They will love it. Be sure to make a speech with lots of fire metaphors when you do it."

"I know plenty, the Sun Cults loved using them in their praise of me. The difficulty will be not sounding creepy while I do it." Normal she avoided using the rhetorical flourishes of her would be worshipers, but this felt like time to make an exception.

"That would be a plus to them, I think."

"If whoever is responsible for this is hoping to put an end to Equestrian/changeling peace, they shall be very disappointed. And in jail."

Rarity's father stomped to the river, his fishing gear floating beside him. He needed to clear his head, he had nearly yelled at his wife just for cleaning his old trophies. He didn't even know why. Sure they were precious to him, a unicorn athlete was considered an oxymoron by most so the proof he not only existed but excelled were his most valued possessions, but Cookie could handle a feather duster. She had done so countless time over their marriage, so why was he suddenly consumed with fear that she would destroy them?

He stuck a piece of cheese on the plastic hook (he didn't want to hurt the little fishies, just feed them and play a little game of tug-a-war.) and cast it into the river. Almost immediately he felt his frustrations start to fade as he watched the bobber bob. It was hypnotic really, felt like his cares were floating away with the water. He whistled a tune, he didn't know the words to it or remember where he heard it, only that it refused to leave his brain.

So hypnotic he almost didn't notice when a fish began pulling on the line. It took him a second to start reeling it in. "A lot sooner than normal, must be young and reckless." He thought with a smile, reminded him of himself when he was young. "If it wants to make things harder on itself by not waiting for me to nod off, I'm not going to complain." He prepared for the familiar pulling match when the fishing rod was ripped from his hooves and disappeared under the river water.

It shot back up seconds later, snapped in two. As he fished his fishing rod out of the river, wondering what sort of fish could or even would want to do this, he didn't notice the large dark shape moving below the surface.

"Ahh, ahh. You didn't know that you fell...urp! Under our spell..."

Letters from the desk of King Thorax

Recipient: King Thorax of Brood 1061-C
Sender: Visitor's Guild Director Bumblebee of Brood 1060-A
Subject: Tourism in Maredor
Date: Xalsday, Megtridec 17, 1084th Year of Unified Shadows

I would like to preface this with a thank you for entrusting this great duty to me and my team, earning the trust of the outside world will be no mean feat but I have every confidence that we can do it. I have assembled a team of experts on foreign cultures, tourism and selfrestraint culled from across the Collective. We're settled in at the new offices and had a minimum of fighting over the internal pecking order. I've tried to cultivate an environment where we are all equals and free to offer ideas.

It is a new day for the changeling race and we are proud to lead the way! After you of course, Lord Thorax!

We should focus on the ponies first, sadly they seem the most receptive to the idea. But once the others see that they return from the 'land of no return' without harm, that should change! We will not neglect them in our plans of course, but right now the Visitors Guild is small and inexperienced, we must focus on where we will see results.

Good news is that our review has revealed adapting will be easier than first thought. You can rest a little easier sir, I know how much that worried you. A large amount of our infrastructure and training can be repurposed for peaceful ends. We've been pretending to be tourists to cover our recon operations for so long we have a pretty good grasp on how it actually works.

The first and easiest will be the Monarch Migration Travel Agency, we've used this front company for nearly a century to provide cover for our recon operations. It has holdings in a dozen countries and hundreds of ponies on staff, it's value to us has never been greater. The question is should we reveal that we control the company? Coming clean potentially gives us good will but could cause most of the non-changeling staff to leave and force us to start from scratch. If they ask what crimes the front was used for or how many other fronts we have, well those aren't questions they want answers to. Not if they like sleeping at least.

Keeping it secret has it's own risks, namely that discovery will be worse than admission. Suspicion that a travel agency working with us is in fact controlled by us will be high, it might not be possible to hide our control. But it occurs to me that telling the Equestrian government and telling the Equestrian public are not necessarily the same thing. With their help everything could be made much smoother. At the very least we should ask them for assistance on this.

The guild is divided on this matter and we would very much like your input. As our King the final choice is yours and yours alone.

We can use the border outposts and storage depots as caravansaries for travelers in the wasteland. This will make it easier for travelers to come here as well as improve trade in the region. They will need modifications such as visible entrances and guest quarters that don't have restraints and torture devices in them first, of course. At the risk of over stepping my bounds, I have spoken to Timber about this, his input has proven invaluable. By the time you get this he should have already sent out inspectors to our main outposts to assess how to upgrade them. We should have preliminary plans within the week.

It would be best if our guests are housed away from the Main Hive. Ponies don't lodge their tourists inside the Canterlot Palace or in the industrial sections of Manehattan, same principals apply. Too likely they'll get underhoof or see something they shouldn't (we also want to keep the temptation to snack on them to a minimum). As to where they should go, I'm thinking the Red Hive, with the Myrmidon Legion all imprisoned it's currently empty. Even ~~if~~ when they come around, we still have no more use for a collection of bloodthirsty berserkers and we have too many barracks and storage depots as it is. It's centrally placed and distinctive, ideal to turn into a hotel.

As for the color, Timber says that removing it would likely damage it's structural integrity but that, without fresh blood, it should fade on it's own in a decade or two. At that point it might be wise to maintain it (without the blood obviously) since they will be used to it by then. If we "colorize" some of the other hive complexes we can just pretend it's normal and just swear everyling to secrecy about the former occupants of the Red Hive and what they did in their off time. We're not asked awkward questions and they don't have nightmares for the rest of their lives, everyone wins with a well crafted lie!

Repurposing our air fleet will be trivial, since most of our airships are stolen or scavenged from ~~prey~~ outsiders in the first place. I'm not sure how many are in a useful state of repair though, we have more than we can reasonably maintain and the ones that do work are already in use as cargo transports. Between our saboteurs no longer sabotaging and the fact we can just ask for spare parts now, that shouldn't be a big a problem in the long run but it is something we should keep a few ommatidia on.

The fleets two crown jewels are definitely going to be a great deal of trouble. The Platinum's Pride is on the surface a blessing, a massive cruise air liner is perfect for our needs, but we've gutted it to turn it into a troop transport we never used and now never will. After all that work to capture it in the first place, she just leaves it to rust in the desert. What a waste. I'm not sure if we can fully restore it, I haven't found any records of what it is supposed to be like in the archives and we don't have the best grasp of luxury comforts for the fleshlings. (Now what makes them uncomfortable, that we have down pat.) That's not even getting into it's design flaws, the original pipes are just worthless, they would melt under any kind of bathing acid. What were they supposed to pump? Water?

As for the Black Omen, while undeniably impressive, it's the pinnacle of changeling engineering and probably the largest airship to ever fly, it's also a floating siege battery designed to single hoofedly destroy fortifications. I doubt we can pretend the main guns are fireworks, monoforms aren't that gullible. Si and Wriis are build to only work in the Black Omen, we can't just put them in a fort and expect them to work. More than once at least. Since we're at peace now, i suppose that's not a big deal. Then there's the matter of the crew...

This doesn't mean we can't start now, just that we will have to limit it to smaller groups. Which is just as well, realistically we won't be having a packed opening day, so might as well start small and work from there. Besides we need the help figuring out what we need to improve. Even better this will make it seem exclusive and therefore more desirable, this combined with a low price will provide demand. We have to charge something, they'll be suspicious if it's free, we have no use for bits but the beetles and any ponies we hire will. Now that we can't just steal things we have to start paying for what we need. (Do you know why they like gold, sir? I'm dying to know why they value such a useless metal.)

You should invite your pony friends as soon as possible, we'll probably get the best feedback from them since they are less afraid of us than most others. Maybe Daring Do as well, we need to apologize for all the trouble we've put her through over the years. Why would we invite over heroes, the ponies most likely to see through and stop any ruse? Precisely what the public will be thinking! Simply coming back alive and with their free will intact will prove our sincerity.

The key to attracting visitors will be making them want to come. Really want to come, not mind control them. That would be hard to pull off, though not impossible. Especially if Lemon Zest is ever brought into the fold. (I'm surprised the ponies haven't found her yet, for a changeling with so much mental power, she's not the sharpest knife in the torture pit.) No, we have to convince them that they always wanted to see the hidden jewel of Maredor. They already know we aren't their enemy anymore from their newspapers but they don't know we need them to visit. That is our job.

To that end we have spent the week since the guilds formation brainstorming ideas for posters, brochures and slogans to convince the ponies they have always secretly wanted to see the Changeling Heartland. Enclosed with this status update are several first drafts for advertising the wonders of our home for you to judge. Be brutal! (Seriously thought, you could afford to be more critical of us, the constant smiling is getting creepy.)

Signed
Your loyal servant: Bumblebee of Brood 1060-A

Do you want explore new lands? Immerse your self in a truly unique culture? Than visit the Changeling Kingdom today! See stunning vistas never before seen by pony eyes! Tour the lair of the living shadows! And return alive! We promise!

Sign up for a tour of the mysterious Changeling Kingdom today! Exclusive to Monarch Migration. We don't bite! Anymore!

Take a leisurely trot through our home as we show you all the sights from the ~~terrifying~~ beautiful Crackshell Falls and the Hanging Hive to the metal melting wonders of Industrial Hive G-Prime. Climb to our mountain strongholds or navigate the depths of our tunnel network. Visit all seventeen of the Queen's steles during your stay and win a prize! A big, beautiful shiny rock! (Seriously, why do they like shiny rocks?)

Visit the evermoving mountain! The black peak Tryptic!

Mt. Tryptic, a giant mass of magically charged obsidian that guards what was once the largest pass into the Heartland. The only successful invasions came thought this pass until, in the second century of her rule, Queen Chrysalis the Cruel and the greatest changeling mages of the day raised the mountain splitting the pass into two smaller, more defensible ones. Drawing energy from the volcanoes of Maredor to constantly rearrange itself, it is impossible for non-changelings to navigate it's interior or climb it's surface. They say, if you niss careful, you can feel the despair of those that tried, still trapped inside it's walls! It's not nourishing or energizing but it sure is funny!

Warning: We're pretty sure the mountain is alive and evil. We can't guarantee your safe rescue if you get trapped inside, so stay with your guides at all times.

Underground rivers are rare! We have lots! Come see them!

There is just as much to see underneath Maredor as on it! Follow the many tunnels that criss-cross the Kingdom with only the dim glow of the Eyelight Shrooms and the loud crashing of the inky water for company!

Be sure to visit Lake Shadewater! The training grounds of the fearless Black Shark Squadron! The best and only changeling aquatic infiltration and assault unit! They're like the Wonderbolts but with water and violence!

Note: We haven't gotten their permission to let anyling near Shadewater, never mind fleshlings. Could you do that for us? Captain Guillotine scares me.

Tour the centerpiece of the Changeling Shadow Empire, the Royal Hive! The tallest and lowest structure in Maredor. See the site of the Queen's defeat by Thorax the Kind! Experience the heights of changeling culture in the Firstborn Memorial Colosseum. The Dance of Embers, The Tales of The First War, ~~The Rise of The Great Queen~~, The Fall of Baabylon, The Saga of The First Thirteen, all grand epics never before seen by non-compound eyes. If those aren't your thing just wait and enjoy the brutal gladiatorial combat between performances.

Take part in the daily burning knife throwing competition and then take a relaxing bath in the Hygiene Sector and let your worries and epidermal parasites melt away. Have a chat with the savior of changelingdom himself, King Thorax! (Presumptuous of me to presuppose your direct involvement like this, but we both know you'd be meeting them even if we tried to stop you, so may as well schedule it, right?) Join the crafts tables and make your own souvenirs from rocks and slime and corpses!

There's always something to do in the Royal Hive!

Tired of normal cites with their boring logical design and consistent architecture? Have you ever wanted to turn a corner in Filly-delphia and be in New Tambelon? Ever wanted to see Equestria's Cantorlot Castle next to Yakyakistan's Perfect Palace?

Visit All-The-World, the main training compound for the Actors Guild today! Watch as Fluxfire, the primal Fire of Creation transforms soaring Cloudsdale into subterranean Krunchgrad! You could learn the secrets of the best changeling spies but then we would have to kill you. Just kidding! We don't do that anymore!

Float gracefully above the desolate Maredor desert in the largest airship ever constructed, the Black Omen! See all the sights! Like the giant rock that looks like a dead sheep, the site where we massacred the sheep army for the fist time or the other giant rock that looks like a dead sheep. Visit the oases and play every patrol-lings second favorite game: Poison, ambush or landmines! Also shuffle board and karaoke! Fun for the whole family!

All under the ~~crazed~~ watchful eyes of the ~~completely insane~~ charmingly ~~mad~~ ~~eccentric~~ unique Captain Charnage! You'll be perfectly safe! Who would dare attack a ship crewed by more than five hundred changeling air pirates?

Warning: Don't bring anything you can't afford to lose with you. It is highly recommended that any non-flying passengers stay near the ones that can at all times in case the captain gets bored. We apologize in advance for any inconvenience and keelhauling.

Sir, I have to be serious about this, Charnage is a violent nut even by our standards and leaving him in charge of a massive siege engine is asking for trouble. I have no earthly idea why the wannabe pirate is playing along with us, maybe he's upset that the Omen's first voyage outside Maredor was only as a transport to the Cantorlot Attack and he thinks you'll let him use the guns on something other than sand, but it won't last forever. If you don't want to arrest him at least reasign him somewhere safer for the rest of us. I know, promote him to commander of the air fleet, that's technically a promotion over captaining the only part of it that is vaguely respected and is one of the few things we can trust him with. We can then stick him in an office in the hive or better yet, literally anywhere else.

To: Bumblebee
From: Thorax
Subject: Reply: Tourism in Maredor
Date: Logosday, Megtridec 18, 1084th Year of Unified Shadows

I'm happy to hear you have settled in and are hard at work, though I should I remind you not to overwork yourselves. We don't have an embassy or formal recognition yet, I suspect we need that before tourism can happen. The ideas all seem sound for the most part and they have my blessing. The choice about Monarch Migration has already been made, I recalled all the spies working at our fronts days ago. I'll send the ones that worked at Monarch to you ~~unless they go rouge~~.

I guess I'll have to make this clearer at the next council meeting but you have no bounds to overstep, the Visitors Guild is one of the most important organs of our new collective. If we are to earn love instead of taking it we need them to come and see what we are like, that means the Visitors and Diplomatic Guilds are now two of the most important Royal Guilds and should be treated accordingly.

I want to focus on the Platinum's Pride over the Black Omen, I'm considering giving the stolen parts of our fleet back to their former owners and it will look better for us if they are well maintained. Even if they let us keep it, it will be far more useful to us than the Black Omen ever will. Bluntly I'm considering scrapping the Omen, it was a massive waste of time and energy to build and it's constant drain to maintain it. It's a symbol of Chrysalis' rule, a giant weapon that does nothing but weigh us down. It goes without saying I've ordered an end to the construction of the It's clutchmate ship the Dark Cloud, we're not working twenty years to build another useless super warship.

As for Charnage, I won't arrest someling just because he might commit a crime. That's how the Queen did things and I will not repeat her mistakes. You forget that Charnage was considered the Queen's court jester, I doubt he has fond memories of her rule. Why else would he spent all his time away from the Hive working on the giant boondoggle that is the Black Omen? If it will calm you the Omen is having it's stock of shells reduced to a minimum as we speak, and it only has that many to console the more paranoid in the council. I will see about having a complement of Reformed among the crewlings during the next rotation, to keep an eye on him and discourage this pirate act of theirs. It's probably an act of rebellion against the Queen, once they see a way that doesn't involve cutlasses and clothes they should mellow out.

I will visit the Visitors Guild at the first opportunity, see if I can help with the brochures. I like the general ideas but some of the details need work. Don't get discouraged! It's always hardest at the start, but we will adapt as we always do.

Sighed, your friend:
Thorax

Chapter Three

Ponyville was normally a serene and relaxed town and even dozens of changelings and guardsponies, searching for entertainment and Sunset Shimmer respectively, could do little to mar that. Both groups did their best not to alarm the locals or each other as they went about their business leaving the atmosphere filled with polite but mounting tension. Mostly provided by the residents whose tempers were rapidly fraying despite the best efforts of the visitors.

Timber, the changeling in charge of the Swarms architects and saboteurs, paced outside of Sugarcube Corner dividing his attention between trying to figure out the reason for it's distinct design and watching his King treat Spike and Starlight to lunch at a nearby fancy restaurant. The group sat alone at one of the outside tables, the guards Thorax had brought with them, for his friends protection more than his own, repelling any pony that would want to near them. The presence of soldiers, pony and changeling alike (although they were there for peaceful purposes every adult changeling was a trained soldier. Civilians were simply the few changelings that weren't currently an active part of their war efforts.), wandering the town was already appetite killing, the paranoid Cobalt Guardslings made sure anypony that wanted to eat at Café Hay was either starving or determined.

He tapped the side of the building trying to guess the material and hopefully from that its purpose.

"It's wood covered in plastic and hard foam." A monotone voice offered from behind him.

Timbers head whipped backwards at a speed and angle that would be impossible for any creature with an endoskeleton.

"I was disappointed it wasn't rock too."

If Maud Pie's conversation partner looking like he snapped his own neck disturbed her in anyway it didn't register even to a changelings specialized senses. "I was hoping the material would help me learn the reasoning behind the design."

"It's a gingerbread house."

"And that is...?" Timber asked. He knew what a house was, a low occupancy structure that changelings didn't bother with for the most part in favor of more efficient mass living quarters in their hive-arcologies. Bread was a common type of prey food although the changeling education system didn't teach much more than that it existed. Ginger was either a shade of orange or a plant and he only knew about the second definition because his clutch-sister Gloriosa was one of the Hive's lead botanists. (an easy feat considering most changeling's interest in plants started and stopped at their combustion point) What they had to do with each other baffled him.

"A festive holiday decoration and treat. Most often seen at Hearths Warming. It's a baked good that looks like a house. The Cakes run a bakery and had it made to look like a product they would sell. A product that looks like a house. It's a pun."

"Ah! It's a food distribution hub and it looks like something it provides. Interesting." The changeling turned around fully and bowed. "But where are my manners? I'm Timber of Brood 1024-A, humble guest of your fair town. Wrong me and all that could shelter you will rot at your touch."

Maud curtsied, if she was phased by his introduction including a threat she did show it. "Maudalina Daisy Pie, are you a changeling geologist?"

"Technically, I suppose. It's helpful to know the ground you plan to build on."

She cocked an eyebrow. "On, not with?"

"Oh no. Stone is too heavy and brittle to use as material. Slime is so much better. Malleable, versatile, renewable, why use anything else when the perfect substance drips from your leg-holes? Slime, sparks, shells, I pity you fleshlings, you lack so much." Timber smiled not realizing just how seriously Maud took rocks. Like most changelings he was somewhat overly reliant on his empathic senses and had trouble when they weren't working.

Maud's eyes narrowed. Before she could explain the many virtues of rocks a muffled cry rang out from up the road. A group of guardsponies had gathered around a utility hole as their comrades searched the sewer tunnel under the town.

"Report! What was that?! Skyhammer! Bulkhead! Pinpointer!" The groups sergeant yelled down the hole. When nopony called back he gestured at his unit. "Bricker, Shield Wall! Keep the civilians away! Cloudraker! Alert Captain Bracer! The rest of you get down there!"

Before they could a pegasus soldier flew up from the hole. "We're okay sir! Clumsy Bulkhead spooked a rat. Nothing to worry about, just a few scratches."

"You startled a rat and it attacked you? That's odd, Fluttershy usually keeps the sewer rats so well behaved." Somepony pointed out.

"Well she has been busy with her friends galavanting around the country on the say so of some random magic map! No wonder she doesn't have time to teach the rats etiquette anymore!" Another in the crowd complained.

"Is the map magic? I think they're just using it as an excuse to take vacations!" A third yelled.

"Yeah! Save the world a few times and suddenly they're too good for us!"

Timber moved to try and calm the crowd. "Calm down, calm down. In my experience invading armies from nowhere tend make locals defensive for some reason. I'm sure the rodents were just engaging in the usual futile acts of defiance and have already been made to suffer for it." Everypony stared at him in mute horror. "What? What else do you do with rebels? Let them go? Ha!"

"Everypony please disperse! Return to whatever you were doing! We will be finished and out of your manes soon." The crowd did as they were told albeit with grumbling, while the other two soldiers, an earth pony and a unicorn, climbed up to join their squadmate.

"What happened down there?" The sergeant demanded.

"Exactly what Skyhammer reported, sir. I was not looking where I was going and stepped on a rat's tail as a result it attacked me. We have nothing else to report, we succeeded in searching the tunnel before my accident. We found no sign of the subject." The earth pony reported in a rapid monotone.

The sergeant frowned. "Are you okay soldier? You don't sound right."

"In what way, sir?" There was no emotion on his face or in his voice.

"Like that! You're way too formal all of a sudden." The sergeant scrutinized the scratch marks on Bulkhead's chin. "Get checked out by one of the medics. I don't need my troops coming down with rabies or something."

"As you will." The trio saluted. The pegasus guard quickly pulled his earth pony teammates hoof from over his heart to his forehead, his face torn between grinning disarmingly at the sergeant and glaring at his oblivious teammate. At their superiors dismissal they turned and marched down the street passed Timber and Maud. When Timber didn't move in time Bulkhead harshly shoved him aside. "Out of my way."

On seeing this Maud moved in front of them, blocking the street. "You were mean to my friend, apologize."

"He should be grateful, he was in my way and all that gets in my way I trample." Bulkhead stated coldly.

"In what way am I your friend? The pony definition seems far too loose." Timber muttered as he picked himself up.

"I'm not moving until he gets an apology." Maud remain firm.

"You are obstructing my path, that is not conducive to your health." Bulkhead glared at Maud who remained unbowed.

"Soldier? Soldier! What is going on over there?!" The sergeant barked.

"Let it go. We don't need distractions from our mission, you metal-coated clod." The pegasus hissed in Bulkheads ear.

"I apologize for my actions Timber." He hissed, not taking his eyes off Maud, displeasure plain even trough the monotone. "Happy, pony?"

Maud simply moved out of their way silently and they quickly trotted past.

"I'm sorry about that sir. Bulkhead is normally as gentle as a lamb, I don't know what's gotten into him."

"Claustrophobia perhaps?" Timber offered.

"How did he know your name?" Maud asked.

Timber shrugged. "I'm a high ranking changeling, I assume I was mentioned during a briefing or something."

"We weren't told anything about that. And Bulkhead doesn't pay attention to briefings anyway, he's a battering ram, we point him at a problem and watch it go away."

"Hmm, well that's... weird then isn't it? Perhaps you should talk with him and the others? Maybe they can explain themselves."

"Doesn't matter, the medics will look them over and I have a report to give ASAP. Don't worry, the town's clear from any threat and we are going to make sure it stays that way."

Timber smiled. "That's wonderful to hear, sir. We changelings have always had a problem with paranoia, it's nice to have it assuaged, even better in a way that doesn't involve horrific violence."

"Good for you. Enjoy the rest of your time here."

As the sergeant left them to their business Timber turned to Maud. "Thank you for your aid madam. It wasn't necessary but it is appreciated."

"It is always necessary to stand up to a bully."

"A belief that will see you to an early grave. Never pick a fight you can't win or avoid." Timber scoffed.

"I begin to see why Chrysalis ruled for so long, if that belief is common."

Timber turned to walk back to Sugar Cube Corner. "Indeed, Thorax is not a normal changeling. But perhaps he can redefine normal for us."

"You don't sound optimistic."

Timber shook his head. "I'm not given to trust or hope, I don't know what to do now that I'm finally feeling them. It's been so long since I've felt like I was doing more than giving updates on projects for a ruler I don't have faith in."

"Perhaps you should work to make sure your faith isn't misplaced, that way it won't be."

"I'll keep that in mind, thank you for the advice." He took a long look at the cafe and his king laughing with his friends, a trio of brave or starving ponies had joined them since last he'd looked.

"You are welcome." She started walking away but Timber stopped her.

"Wait. Why don't we have a little chat about building material? I think I owe you that at least."

"I would like that."

Timber gestured to Sugar Cube Corner's door. "Than lets inside shall we? I'll pay for the chewing food, you provide the love." She was hard for him to read but her passion for her profession should provide at least a snack. As a bonus he might even learn something new about minerals. Unlikely, the Architects Guild wasn't one were you could rise to the top via violence or backstabbing, they helped certainly but if that was all you had you wouldn't get far. Timber was a sponge for information even by changeling standards and had learned everything possible about his job long ago. He had been amply rewarded with rapid promotion and mild boredom as he had ceased to be challenged. Still they had blind spots, centuries or arrogant isolation had made sure of that.

"And this here's Wilbert, he's was one of the first macintoshes great grandpappy Discovery Apple planted." Applejack rambled as she gave a tour/inspection of her orchard to Sandalwood the changeling, picking up stray fallen apples as she went. The work kept her busy and not thinking about her missing friend, besides it needed doing anyway.

"It was difficult getting the first macintoshes to grow right outside the Everfree but he and Honeygold kept at it tell they got it right. They had to graft, that's where you... I ain't boring you, am I? I forget sometimes most folk don't see apples as that interesting as I do."

"No, Ma'am. I find the whole thing fascinating. It's amazing how complicated the whole thing is, we've always written off plant-chewers as lazy for eating something that just grows out of the ground but there is so much more to it."

"Thanks?"

Realizing his mistake Sandalwood quickly apologized. "No offence meant! All Food Bringers are respected regardless of what that food is!"

"Right." Applejack thought for a minute. "Is that why the big boss bug was nicer to me than the others at the wedding?" Chrysalis, while disguised as Princess Cadence, had abused and insulted all of Twilight's friends for the slightest reason. Except Applejack, she was the only one she had faked politeness to, disguising her disinterest in her food and even giving non-sarcastic compliments.

"Maybe, we also try not to hurt the Feeders of Food so there are more of you to feed on in the future. Sustainable hunting, Chrysalis called it. Always, like, ten steps ahead she was. On the off days, on the good ones, well, you don't want to hear about those. Once a donkey politician ruined one of her schemes, she had his life destroyed. Not by, you know, ending it or anything like that, no, she engineered things so that everything he worked for was destroyed on his death bed. His reputation, family fortune, marriage, political faction, even his foalhood playground. All destroyed half a century earlier and just waiting for her signal, when he was too weak to stop it."

"Horse hockey! How'd we whop her flank if she's so smart? Twice!"

"You planned those then?"

Applejack rubbed the back of her head sheepishly. "Er...um...no. They just sorta happened."

"Then there you go. It's not easy to plan for the unpredictable. I'm just glad she was defeated before she hurt more innocent people. Or made me."

"What did you do under her anyhow? No offence but you don't seem the ruthless changeling spy type."

"I consider that a compliment. I worked in the science guilds doing sciencey things. You know making the walls slimier, getting the acid pools to sizzle just right, building bombs."

Applejack blinked in shock, she hadn't expected him to be so candid about his past. "What was that last one?"

"Bomb building. For bombing buildings." He chucked for a bit before seeing that Applejack wasn't laughing at his joke. "Sorry. Sad part is I'm pretty good the last two, that's why Cinch named me Acid Storm." He mimed an explosion with his hooves and mimicked the sound of an acid bomb going off. Changelings didn't have many onomatopoeic words in their language, not when they could just recreate the sound perfectly.

"Never do that again!" Applejack took deep breaths as her heart slowly stopped racing and her fur stopped standing on end. "You said your name was Sandalwood."

"I changed it when I Reformed. New body, new society, new name, adds up to a whole new me. Without holes!"

"Better than the last joke." She muttered.

"I'll take it!" He laughed, this finally prompted a chuckle from Applejack as they walked out of the orchard and towards the farmhouse where the Crusaders were playing ball. Well they had been playing when the pair had last looped near the house, in the time since the game had turned into a contest of who could bounce the ball higher.

Applejack placed the apple buckets on the porch for Granny Smith to sort through later. "Ain't that the most adorable thing you ever saw?"

"I'm actually kind of disturbed. Aren't you worried something might happen to them out in the open like this?"

"Like what?"

Sandalwood gestured in the general direction of the Everfree Forest.

"Don't listen to the rumors, the forest is perfectly safe! Giant pony-eating monsters almost never attack Ponyville. Not that the insurance companies listen. No we gotta use the 'daredevil rates'. Can you believe that?"

"I can't answer that, what with having no clue what you're talking about and all."

"No insurance companies in Maredor huh?"

"We don't have any companies."

"Lucky devils." Applejack chuckled as she returned her attention to the Crusaders contest, the ball going higher and higher with every trade between the three fillies, until Scootaloo kicked it into a cloud floating overhead knocking the pegasus that had been hiding in it to the ground face first. For a second they all thought the yellow and pink mare lying in a heap was Fluttershy but the proportions were off and her mane was too short and straight. Any thoughts she was related to the timid animal lover died when she leaped to her hooves with a look of murderous rage on her freckled face.

"Why you filthy little skinbags, I oughta...

"Get away from them! What are you doing on my farm?!" The pegasus froze in shock then, then like a switch had been flipped, she went from terrifying bundle of rage to a sickeningly sweet, gushing fanfilly.

"Oh my gosh! Are you Applejack?! You are!" She ran up to Applejack and shook her hoof madly. "It's an honor to meet you! You and your friends are my heroes! Ever since you stopped the Cantorlot Attack I've wanted to be you!"

Before Applejack could muster a response the pegasus leaped over to Sandalwood poking and proding him in the most uncomfortable of places. "Are you a changeling?! You don't look like one or act like one or smell like one. You look like a crystal pony and a dung beetle had a baby they never said no to!"

"Yes, wait, huh? How do you know what we smell...? What?" Sandlewood sputtered but the mare had already turned her attention back to Applejack, shoving him aside as she did.

"What was it like to face down Nightmare Moon? Did Discord really just give you the real Elements back, instead of fakes, like a chump? How did you ever defeat the powerful and brilliant Queen Chrysalis, eternal lord and master of all changelings and soon the world? Can I have your autograph?" She promptly pulled a book from nowhere and pressed Applejack's muddy hoof onto one of it's many blank pages. "I'll cherish it forever! Kay, thanks, bye!" She declared hugging the book to her chest then immediately bolted, zipping through the apple trees at high speed, leaving a trail of falling leaves and fruit in her wake.

Everypony stood in mute confusion. "What in Blue Blaze's britches just happened?!" Applejack yelled when she finally gave up trying to make sense of the weird sequence of events on her own.

Sandalwood shrugged. "Don't look at me, I'm new here. Totally no idea what anything is about around here."

"Relative of yours?" Sweetie Belle asked Scootaloo. Orange and purple were similar to yellow and pink, which was why Sweetie Belle had assumed Fluttershy was Scootaloo's mother before she had befriended the daredevil filly. And before she had learned Fluttershy was only a year older than her sister.

"Oh jeez, I hope not."

"And Rarity and Dash want fancolts running around." Applejack shook her head, now she had to go through several rows she had already cleared.

"Girls this here is Sandalwood, he's a changeling scientist. Why don't you show him inside? I'll join you as soon as I clean up the mess our uninvited guest made." She barely had time to whisper sorry to him before the crusaders, now aware of his presence, swamped him, barraging him with questions as they pulled him inside.

"You're a changeling? Wow!""Are you the one from Cranky and Matilda's wedding?""You're pretty! How do you get your body to sparkle like that?""Are you a bug-shaped pony or a pony-shaped bug?""I bet you did all sorts of cool spy missions and stuff!""How do you keep those gems on your chest? Glue? Magic? Magic glue? Can you teach me to do it?""How do you shapeshift? Does it hurt?""You used to look cooler! Can you go back to that?"

As Applejack went to grab a new apple bucket she didn't notice a figure sneak thought the trees and around the house. The fanfilly pressed her back to the wall carefully out of sight as she glared through the window into the farmstead's living room, her autograph book still tightly clutched in her hooves. At least before she noticed she was still carrying it, then she promptly tossed it away with a look of pure disgust as it disintegrated into green embers and burnt dirt. That done she sneered at the changeling inside cheerfully showed off his shapeshifting abilities to the amazed Crusaders.

"Aww, ain't that cute, you found some pony friends Acid. That's right, put on tricks and maybe they'll give you a smile to snack on. I'm sure this is better than just ripping it out of their stupid mammal souls like a proper changeling. Think you're better than me, you lazy piece of traitor trash? Well I'll show you. No pain, no gain."

"How can somepony the size of Celestia just vanish?" Rainbow Dash and a troop of guardspegasi had been searching ever since the changelings had arrived, hoping to catch sight of the only pony that could tell them what was going on. They didn't have the forces for a thorough search and sending anything between a light air patrol or a small army into the Everfree was doomed to failure. The last thing anypony needed right now, or ever, was the monsters getting riled up. So far they had found nothing, although they had alerted Zecora and noticed the Poison Joke field was getting bigger, so they had a least accomplished something.

The rainbow maned pegasus grimaced as she realized she just insulted her compatriots superior. "Err...Don't tell Celestia I said that, I just got all my things where I like them at the Wonderbase."

Snap! Snap! Snap! Snap! Thump!

"Wait, it really is called the Wonderbase?" One of the soldiers asked.

"...Don't tell Spitfire I said that, I just got all my things where I like them at the Wonderbase." The Wonderbolts Captain hated HQ's nickname, if she found out the newbie was using it than she'd be plucked for sure.

Snap! Snap! Snap! Snap! Thump!

"Is there anywhere around here she could be hiding, ma'am? Somewhere local troublemakers go to hideout till the heats off?" The groups leader asked.

Rainbow Dash shook her head. "I don't know and she wouldn't either." Ponyville had never had a problem with bandits, too deep in the core provinces. The closest it had ever had were the odd jerk thrill-seeker or hunter wondering into the Everfree and making trouble. And even they were rare, mistaking "right next to the capitol" for charted and mundane.

As for pranksters like herself, if you were planning a prank that would require hiding in a monster infested swamp or forest afterward, than you weren't smart enough to consider the need for a hiding spot in the first place, never mind a good one.

Snap! Snap! Snap! Snap! Thump!

"Knock that off you overgrown gecko, we're trying to think up here!" Rainbow Dash yelled at the hungry hydra beneath them.

The hydra stopped jumping at the flying pegasi and howled in frustration, it's(their?) would be meal mocking it breaking it's last four nerves and stomped off in search of an easier meal, one of it's heads blowing a raspberry up at them as it did so.

"Stupid jerk hydra." Rainbow Dash sneered. "Alright, where to next?"

"We have had reports of odd activity near the Fire Swamp, might as well swing up that direction."

"That's a bit far for a two-legger to run, don't you think?" Rainbow questioned.

"Plus aren't those reports from weeks ago anyway, sir?" One of the troopers added.

"Do you have any better ideas soldier?" The squad leader huffed.

Rainbow spoke up. "I do. There's a bunch of tunnels up north towards the gorge. Used to be a nasty pack of diamond dogs in them, Rarity started digging in them for gems after they ran off. Better odds Twi would bring that up with her pen pal than how good the Fire Swamp is to hide in. Plus it's closer."

"Tunnels?" The guards looked at each other uncertainly, the Fire Swamp was starting to look like a good idea after all. Pegasi didn't fare well underground, for obvious reasons. Tunnel fighting was left to the other tribes.

"Yeah! You're not scared of a few holes in the ground are you? You're the Royal Guard!"

"Hey! We're not Royal Guards!"

Rainbow Dash tilted her head in confusion. "Huh?"

"We're EUP! Not those loser Cantorlot Guards!"

"Let me get this straight, I compared you to Celestia's personal guard and you're offended?"

"Yeah! They're the worst troops in the army!"

"Celestia's Spear-Tip. The Heroes of Horsestershire. The Golden Wall of Vanhoover. The group the entire Equestrian military is modeled on. That's the group you don't want to be compared to?"

"Did you notice none of those happened after the Civil War, ma'am?"

"What does that have to do with anything?"

"They used to matter, now there where we dump the losers that are just competent enough not to fire outright and the rich twits that want to buy valor."

Rainbow scoffed. "You think Celestia trusts her safety to random losers?" Sure there was those three layabouts Wind Rider had distracted with a cake but they had to be flukes.

"She's immortal, controls the sun and is universally loved. Even if they were the cream of the crop, anything that could threaten her would still plow right through them anyway. Why hold our best back defending somepony who doesn't need it? The Princess thinks she can make them fly straight but most of them end their careers there."

"What about Shining Armor?"

"You mean the biggest embarrassment to the Equestrian military since the Battle of Steer Ridge? The one everypony blames for the Wedding Attack being such a one sided slaughter? The literal postercolt for 'dimwitted grunt inexplicably given command'? That Shining Armor?"

"He's that bad?" They all nodded. How could Twilight's brother be that bad at his job? She was genius, her father a widely respected officer and her mother the editor of Daring Do among other great works. How could her brother be so incompetent and get such a high rank?

"Shoe camp uses him as the example of what not to do, Clumsy Cloud and King Cloud style. He's a living joke. And not a funny one."

"Fine, whatever." She wanted to defend her missing friends brother more but she finding the pony that could help her come back was more important right now. "Would they brave a diamond dog warren?" Maybe she could use this at least.

"Yes." The squad answered without missing a beat.

"They're idiots. You can convince them to eat used horseshoes."

Rainbow groaned in annoyance. "Just get moving!" The troops shrugged and, lacking any better ideas of their own, flew southward, Rainbow lagged behind thinking to herself. (and also giving them a head start so that it was more impressive when she got to the tunnels first) Twilight thought the world of her brother, talking about how great a guardspony he was whenever she was reminded of him, usually just before and after he visited or around the more family-centric holidays. She didn't know how to break it to her that he was loathed by the army he had dedicated his life to. Well okay she did, just blurt it out at the first opportunity, but she knew how Twilight would take it.

"Behold Carousel Boutique! The most changeling-esque place in Equestria! Ponies enter drab and leave a different, more fabulous pony!" Rarity beamed at the two changelings she had dragged into her workplace/art gallery/home. They had been chosen for this honor because they were the first changelings she had encountered that seemed to have a sense of fashion. (not counting their deposed Queen and her crown of course) Adding the unique aesthetic insights of the changelings to her own could push her business to even greater heights.

"Good for them?" The two changelings were unimpressed.

"Surely a shape-shifter can appreciate fashion, the ability to become somepony completely different with just a simple change of clothes? To make a statement about oneself?"

"We don't shape-shift to make statements, we do it to get close to prey or away from threats. We don't waste our time with frivolities like looking pretty." Violet Blurr, an unreformed changeling that was purple where others were blue or green and with a half ring of spikes on her head pointed out, in a tone like she was talking to an infant.

"Yeah, I really don't know why you monoforms care at all, all the fashion in the world and you're still just a pony. Why bother? 'Be proud of your true form and hone it to a killing point.'" Pixel shrugged. She didn't stand out from her follow Unreformed as much as her clutch-sister, being just noticeably shorter than average and wearing a necklace. It was a very spartan necklace as well, consisting of only two small, eye like orbs on a string.

"Oh? You're not jealous of your more glamorous cousins? With their bigger, bolder shells and shimmering wings? Or those wonderful little crystals in their barrels? They look positively regal and adorable! At the same time somehow! Do you have any idea how hard that is to accomplish? You're sure you don't want any of that?"

"Not in the slightest." Violet stated dryly before getting elbowed by her sister.

"What my clutch-sister means is we don't care about the look, we would of course like to be Reformed. Who wouldn't want to be free from this bottomless hunger? We just don't care for the outer gloss that goes with it."

As a rebuttal Rarity pointed at Pixel's necklace. "Then what is that for?" She gestured at Violet's crown. "Or those?"

Violet gingerly touched the side of her head. "These? They... I got these in my tenth year when I..." She paused unsure how to explain. "First is purple really the color of royalty out here?"

Rarity pulled out one of her many mirrors and briefly basked in the beauty of her glorious purple locks. "If it wasn't before, it is now!"

"Is that a yes or a no?"

"Ahem, yes, traditionally purple is a royal color. The purple dyes used to be rare you see. Please go on."

"Thank you. See, I've been this shade of purple ever since I pupated, it's why I was named Violet. And when I learned that little bit of trivia, I let it go straight to my head. I got it in my head that I was destined for greatness, It was a sign that I was going to be the best infiltrator in changeling history, the general that finally broke the Alliance, the Chief Caretaker all younglings looked up to, everything a changeling could hope to achieve I believed was mine by right."

"All at once?" Rarity stiffed a laugh at the childish ambition.

The two changelings stared at each other in confusion. "If I can manage it, yeah. 'Have many dreams so you'll achieve at least one.'" Violet declared, quoting her former master.

"Interesting life advice, darling."

"Good advice you mean. Back to my story, to kick start my climb to the top, every time Queen Chrysalis visited the Nursery Hive I did my best to catch her eye. That's how I got the other half of my name, I was the blurr in the corner of her eye. One day while I was trying to impress her I... I almost... there was an accident." Violet Blurr looked sadly at her friend.

"Oh my!"

"When... it was over Queen Chrysalis dragged me into her personal chambers for my punishment." She started talking in the Queen's voice, repeating what she had said to her. "You think you're royalty do you? You certainly look it and nothing else, though you're missing one little thing, let me fix that for you, your majesty." Violet returned to her normal voice. "Then she fused the shell fragments from her last molt to my head."

Rarity looked closer at the spikes lining the sides of Violets head and noticed the welding marks she had missed before. It took all her willpower to not faint. As it was she had started pulling her fainting couch into the room out of habit.

"My stars! That's horrific! I didn't think she could be so evil!" She couldn't begin to imagine how somepony could inflict such cruelty on a ten yer old foal.

"I nearly killed my brood sister! An inch to the right and I would have committed the worst crime a changeling can commit! I deserved worse and Chrysalis promised that's what I would get if the next she heard of me was anything less than glowing praise. Do you think we would have followed her for so long if everything she did was evil?"

"I suppose not."

"It's okay Violet, calm down, she forgave you, I forgive you. What's a gaping chest wound between friends?"

"Do they hurt?"

"The chest wound?" Pixel raised an eyebrow at the question.

"No! I mean, obviously that must have been excruciating, I meant the spikes."

"Only when I weld them back on." Violet shrugged.

Rarity was horrified. "They come off? Why in Luna's mane would you put them back on?! Did that horrible mare make you?"

"After I molt I reattach them to remind myself not to get a swelled head."

"As you can see, she's doing a fantastic job." Pixel teased and then puffed out her chest to show off her necklace. "My turn! These are a trophy from my first swarmling deployment."

"A trophy? For what?" Rarity had a sinking suspicion she wouldn't like the answer but had to ask regardless.

"My first kill of course! I was the last in my brood to hatch, they named me Pixel because I was so tiny as a grub they feared I wouldn't live to pupation. But I showed them! The first kill for Brood 1073-B! A gargoyle commando no less, too!"

"You killed a gargoyle and ripped his eyes out?"

"Don't be silly, of course not."

"That's a relief."

"He lived for another hour after I ripped his eyes out. Deserved it for invading our outpost."

"You...You, took out a poor gargoyles eye and stuck them on a string." That wasn't a question she was just trying desperately to parse what she had been told as her stomach turned itself inside out.

"Oh no. The nice thing about eyes is that they come with string. Convenient really."

"You...you. Excuse me!" Rarity clamped a hoof over her mouth and bolted towards the Boutiques washroom with as much speed as three legs would allow.

Violet shared a laugh and hoof-bump with her sibling. "Thorax is right, honesty really is as fun as lying!"

"What do your little friends eat?" Fluttershy cooed over one of the changeling tele-beetles hovering next to her face as she and their master walked towards her cottage.

Microchips, changeling communications director and chief tele-beetle caretaker followed just behind her. "Copper mostly, a bit of gold every now and then for variety. Lead or tin in a pinch. Mercury for a treat."

"Oh, metal eaters, that sounds hard to supply. We'd have such trouble with Spike if it wasn't for the gem mines outside town."

The lavender changeling shrugged. "Not really, whenever supplies run low we just steal more." Thievery was the basis of the changeling economy, they stole what they needed from the outside world and stole what they wanted from each other.

"Umm..."

"What? Oh! Right...huh. We'll... um... I guess we'll have to think of something. What's the going rate for slime these days?" There weren't many things changelings made and he doubted there was a market for torture devices and bombs. For some reason fleshlings didn't like them even when they weren't being used on them, it baffled him.

"Oh, don't worry, I'm sure you will think of something before things get bad." Who wouldn't want to help such adorable little beetles?

"Thanks for the vote of confidence miss." He would hate to see his charges suffer, they had been the closed thing he had to friends for the longest time.

Fluttershy smiled as she opened the door to her home. "You're welcome. I'm sure my animal friends will just love to meet you." As the pair entered the cottage it's animal inhabitants sprang to life to greet her, for a moment the abode was filled with chirps, squeaks and all manner of animal calls. Until they realized what her companion was then they immediately bolted for cover.

"Oh dear." She wasn't surprised just disappointed.

"It's okay I'm used to it. We did a lot to earn our reputation."

"I'm sure they will come out once they're used to your scent. Your pungent charcoal scent."

"Pungent? You really think so?"

"Um, yes, I'm sor-"

"Thank you! It's hard to build up a good char without a lot of field work. Somelings try to fake it by rolling around in fat or moss before igniting. Not me! This is all natural!" Microchip held his head high as he moved towards the living rooms couch only to walk right into the side of the table.

"That's...nice." Just treat it like Rarity's latest perfume and move on. "Would you like some tea? I have jasmine." Who didn't love jasmine tea? Not that there was anything wrong with not liking it. Or tea for that matter. Half her friends didn't after all.

He quickly pulled himself up. There was no pain just embarrassment, a benefit of a hard outer shell. "T?"

"It's a drink made from soaking certain leaves in boiling water."

"Boiling water? Yes please."

Fluttershy moved to the kitchen humming happily to herself as she prepared the teapot. It was such a rare treat to have somepony over she could have a deep conversation with, animal expert to animal expert. Outside Ponyville's veterinarian she was starved for it, her friends understood her passion but didn't share it. Rarity, Pinkie Pie and Rainbow Dash usually only cared about how pretty, fun or cool an animal was. Applejack was only interested if it impacted her farm and her knowledge on the subject came mostly from passed-down family stories and folk wisdom. Starlight had strong opinions about animal group dynamics but it was filtered through her old anti-cutie mark ideals and accordingly little of it was factual. Twilight was a delight to debate when she was interested in wildlife, which wasn't often, though she could be piqued if there was something magical about them or there was a mystery for her to unravel.

The changelings could potentially be a treasure trove of knowledge unknown to the broader world. If nothing else their empathic talents could be invaluable in better understanding and caring for her animal friends. The possibilities were so exciting, how sand scorpions reproduced, whether dust devil dogs were real, whether voltures used the electricity they gathered as a food source or only for self-defense, she briefly missed the kettle whistle.

"Do changelings have other pets?" She asked as she set the tea tray down on the table. She would wait for her's to cool but he would not, downing the scalding drink without a second thought or the slightest discomfort. She flinched at the sight.

"Other?"

"Other than the beetles."

"They aren't pets, they're tools that eat."

"That's not a very nice thing to say." Fluttershy scolded before the beetles chittered at her. "What's that? You don't mind? Tools are needed, pets are disposable? That's an odd belief." She had meet many critters that didn't want to be or didn't like being called a pet, chief among them her own Angel Bunny, but one that considered itself a tool? That was a first.

"Pets are a luxury back home, only the most trusted and skilled are allowed to have them." Micro explained.

"Why?" Chrysalis was evil but limiting the amount of pets her subjects had just seemed pointlessly cruel and petty.

"Hard to keep them from escaping otherwise, can't trust them to just anyling. It's hard work to break a captives will to resist. Besides they were usually the ones who caught them in the first place."

"You're... you're thinking of slaves Micro."

He tilted his head. "What's the difference?"

"A pet wants to be with you, a slave has no choice."

"Huh. Then we've never had pets. Ever."

"Do you have any other 'tools' like the tele-beetles? Ones that like working with you?"

"Well we created the breezies but they ran away. We still don't know how they did it."

"The breezies? How?" Beyond being pony-like creatures with insectoid traits they had little in common.

"We captured a herd of pegasuses moving through the wasteland about seven hundred years ago, subjected them to large concentrated doses of changeling magic over several generations in the hopes of breeding a compliant food race." He shifted from a copy of Fluttershy to a tiny breezie to highlight the sheer scale of the deed.

"Seven hundred? They must be the Free Breeze Phalanx!"

Micro returned to his normal form, it was painful to compress yourself that much. "And they are?"

"A group of pegasus seperationists that left Las Pegasus when Mustangia was re-annexed. They were never heard from again." Not that anypony wanted to hear from them again but a hundreds strong collection of bigots who promised to return as a conquering army disappearing was something to worry about.

Suddenly some of breeziekinds mysteries started to make sense. Their unsustainable and completely isolated ecosystem, their odd combination of low birthrate and extreme frailty, their nearly feverish body temperature, their ability to rapidly learn foreign languages and their delight in being the center of attention despite near total isolation from other cultures and their quickness to deceive and seemingly natural talent at it.

During their journey with them Seabreeze had explained that he wore his black jumpsuit because it was the color of the political faction he belonged to, the Black Breezie Brigade, and represented command, cunning and hardiness. To him it was a show of contempt for the grotto's current leadership, who he felt were weak willed cowards 'running from the past' and 'wasting their potential'. A detail that was suddenly very worrying now.

"Huh, that explains a few things like why we attacked them when we had full love stores at the time. Or why the Queen earmarked their leaders for her personal attention."

"Does that mean what I think it means?"

"That they welcomed death when she finally allowed it? Yes." Changelings longed for their queens attention but all others were right to fear it.

"The Breezie Grotto is inside the wasteland and Chrysalis doesn't let grudges go. How are they still free?" Fluttershy asked.

"Like I said, we don't know how they escaped so there isn't much point trying to recapture them is there?"

"I suppose not."

"It's the official reason at least. See, we thought they enjoyed being part of the Collective, a valuable piece of our whole. We treated them well or we thought we did. Their small size allowed them to get into the nooks and crannies we couldn't, it was invaluable for maintenance. We were even training some as assassins. Give them a poisoned needle, point them at a crack in a wall then listen for the screams come the morning. Good dishonest fun." He shook his head. "We took it badly when they left. We just can't bring ourselves to hurt the little things."

"How kind of you. To not want to hurt the innocent little breezies. After horrifically mutating and enslaving them."

He didn't seem to catch the sarcasm her voice was laced with. "Thank you, we had our moments even under Chrysalis. We also have a congress of salamanders up on Mt. Scaldara. They fry anyone flammable that comes through the mountain and we throw them some lumber to eat every now and then, otherwise we leave them alone and they leave us alone."

"Volcanic salamanders? I would love to see one." That was much better. A rare, majestic animal and not a months worth of nightmares.

"I'll take you to see them if you ever visit the Changeling Kingdom. Let's see, there was also Pern'ren Decp'totarn."

"What are they?"

"He. A phoenix. The Queen's old pet and apparently one of her best warriors. The name is from a collection of ancient changeling poems, The Sagas of The First War. I think the translation would be something like: Buzzsaw born from the depths of hell."

"That's a... unique name. You said old pet. What happened to him?" Phoenix's could die but a body could last nearly three centuries before wearing out, there were few things that could kill them without triggering their regeneration and it took more than a dozen rebirths before true death became a worry. The empire Chrysalis had founded was just over a thousand years old and she was unlikely to be significantly older than that. So unless 'Hell Buzzsaw' was already elderly when she recruited him or was uncommonly clumsy he should still be alive.

"Records don't go into much detail but reading between the lines says he betrayed her when Krunch sent an army to invade us five hundred years ago. Didn't trust in her plan to push them back. Obviously she did and when the dogs fled they left him behind to feel her wrath. She doesn't take betrayal well." He shuddered, what Chrysalis would do to him if she got the chance wasn't going to be anything less than horrific.

"She killed a phoenix?" Most cultures considered that bad luck. Except dragons.

"Yeah, put his ashes in a metal box and threw it in lake Shadewater. Like I said, not well."

"But phoenix's are still sentient in ash form."

"You say that like it's a problem to her."

"I... suppose not. Is that all?"

Micro looked at his feet uncomfortably. "Well..." He sighed and took a deep breath. "I guess we can't be keeping secrets anymore. Every changeling nymph is given a bumble-puppy larva to raise."

"Awh! You're so lucky! They're so adorable!" Bumble-puppies, a distant canid cousin to the bugbear, were considered one of the most adorable animals alive. At least according to Mother Nature Monthly which had voted them such ever since breezies were declared a civilization and not animals. "What do they do? Guard dogs? Hunting aides?"

He took a deep breath. "After a year we're tested on how healthy they are, how obedient, how loving." He sighed morosely. "Then we drain them to death and make something out of the corpse. I made a pair of castanets and a set of throwing knives."

"Why?!"

"Not the most creative choices I know."

"Not that! Why would you kill a harmless little bumble-puppy!"

"To test our ability to cultivate a love source and then snuff it out when needed. Also our craft making skills."

"What if you refuse to do something so horrible?"

"You don't graduate."

"That's not so bad." Expulsion from school seemed almost kind from a system build by the ruthless control freak that was Chrysalis.

"Younglings that can't or won't graduate are killed. Drain on resources."

"You have to do that to graduate school? Spy school or some kind of military academy? You can avoid the training right?"

"It's part of basic education. If you don't graduate you can't leave the Nursery and if you fail enough times you die."

"That's bad. Very bad." And she had thought Cloudsdale High School was bad.

"It is pretty stress inducing yes."

"Thorax put a stop to that right? Right?" He was such a nice colt it was impossible to believe he would let something so horrific continue.

"Yes. I think so. Chief Caretaker Gloriosa's reports have gotten vague since the Reformation but she was always against the more brutal aspects of changeling education even under Chrysalis. She must have."

"That's nice to hear. You should hold a funeral for all the poor bumble-puppies. Try and say sorry."

"What's the point? They're dead. Most lings enjoyed killing them and the rest of us don't need the memories dredged up. Forgetting is hard enough as it is."

"Because of the trauma."

"Eidetic memory actually but that doesn't help." He muttered sadly. "It's draining going day to day knowing that your main value to the collective comes from how much you can hurt innocent people. Just, just more draining than the hunger."

Fluttershy hugged him. "It's okay Micro, she can't hurt you now."

Princess Celestia glared at Twilight's guide to her blueprint filing system. Alphabetical cross referenced by date, cross-cross referenced by shade of blue, she nearly went cross-eyed trying to make sense of it before just giving up. Without somepony to ground her, Twilight's obsession with organization could quickly spiral out of control, which was why she had assigned Spike as her assistant. Bitter experience with her predecessor, Sunset Shimmer, had taught her the value of an aid that would talk back to her students but she knew just from meeting little Twilight that assigning a more strong willed assistant could end up dominating and stunting her. Spike offered the right balance and as a bonus it gave him something to do.

Sighing and shaking her head Celestia moved to find what she was looking for the old fashioned way. Since she knew what the finished product looked like it was simply a matter of looking at each blueprint one by one until she found one with a diagram of the mirror on it. Pulling a dozen at a time out of their shelves that filled the small room and looking at them. As she studied the odd designs (most seemed to be attempts to figure out or replicate devices Twilight had seen on the other side of the portal) she kicked up a small cloud dust until finally her nose could stand no more and she sneezed one of the shelves, knocking it over. Just barely catching it before it toppled over completely. As she returned the shelve to its place she noticed something hidden under it.

A small pile of ashes.

Setting the shelf down Celestia lifted the ashes in her magic grip and cast a spell she had spent much of her youth mastering, the first of her spells to impress her first magic tutor, Clover the Clever. The spell that remained the magical achievement she was most proud of. A spell to restore burned objects to a pristine state, rather necessary to interact with the world when you were a living channel for the sun. For all her effort only a few blue slivers reassembled themselves. It had been too long since the papers had burned for the spell to do more.

Disheartened she left the room, the burned blueprint could be unrelated, she certainly had no illusions that Spike, as much as she cared for him, was above accidentally destroying something and then poorly covering it up. But it was too big a coincidence, especially when Sunset had already destroyed the repair manual and the fact that the rooms filing system was so over complicated was a big clue that Spike did not enter it often. There was nothing to be found in there anymore.

She dejectedly walked to the machine room where a quartet of EUP Guard Engineers were gathered around the mangled device carefully disassembling and cataloging what was left. Slowly, carefully pulling its components from it's partially melted hulk and placing them it one of three piles, those with no or minimal damage, those that might still be salvageable and one for the pieces damaged beyond any hope of repair. Sadly this last one dwarfed the other two combined.

"Princess!" The engineers quickly snapped to attention when they saw her enter the room.

"Thank you but that is not necessary, if you keep saluting every time I enter the room we'll never get anything done will we?" She joked though she felt no joy at the moment.

The leader of the group, a green and purple pegasus named Scrapper, walked up to her. "No luck finding a blueprint for this thing, ma'am?"

"Oh no, I found it, I'm afraid." Celestia forlornly glanced at the rooms wastebasket, which had an unusually large, even for a home with a dragon in it, amount of ash in it. "Where is the rest of your team?"

"Arc Weld and Power Line are down in Princess Twilight's spare parts room seeing what's salvageable."

"Salvageable?" She knew Twilight was a bit of a hoarder when it came to machinery but she wouldn't keep useless parts around.

"Yeah, looks like Sunset got into the storeroom and partially melted nearly everything in there."

"Everything?"

"Yeah, just enough heat warping to render them useless. It's why I sent two of the unicorns down there, they might be able to fix a few of them."

"Hmm, clever, very clever Sunset." Celestia couldn't help but be impressed with her former student even as that cleverness harmed her other student.

"How's that, ma'am? That room's huge and there's noway all the stuff in there could be used to fix the mirramahickey. Looks like she wasted a lot of time wrecking stuff she didn't need to to me."

"Where there any labels to the effect of 'spare parts for inter-dimensional portal device'?" The Princess of the Sun questioned her subject politely, like a teacher leading a student to a answer.

Scrapper shook his head. "That's what we were hoping for, no dice."

"If she had done nothing we would have the right parts at hoof to fix the device when we found out how and the tools to find out how, if she destroyed only the parts we need then we would know what we need. This way we don't have the parts to experiment with and a hundred false leads."

"Huh, yeah that is clever. Bad for us though."

"Very."

"Found it!" Pinkie Pie bounded into the room followed by half a dozen confused changelings she had been touring through Ponyville. She happily bounced around the room with a small book in her mouth.

"Found? Found what?"

The pink blur circling the room screeched to a halt in front of the Princess and spat the book out at her hooves, rearing up on her hind legs like a dog. It was a copy of the Twilight's repair manual. It wasn't the backup they were looking for, instead it was a rough draft filled with post it notes and scratched out sentences.

"Where did you find this, Pinkie Pie?"

"Bark! Bark!" Pinkie sheepish returned to a normal posture and cleared her throat. "Sorry. You know how what you're looking for is always in the last place you look?"

"Because that's when you stop looking? Because you have found what you're looking for?" What did that vapid truism have to do with anything?

"So I thought to myself, Pinkie Pie you perfectly punny P.I, where is the last place Twilight would put the book we need? I've been trying to figure out where that is all day and when I was giving the nice little buggy-wuggy ponies here a tour." She pointed at her little tour group. "Say hi, guys!"

"Greetings my little pon...changelings." Celestia "Why don't you all wait in the lobby until we are done here?"

"I was introducing them to Bulk Biceps, when it hit me! A stray nut from the popper! But it gave me an idea! The last place Twilight would put the book would be in a dairy farm in the center of the Sun!"

"You are aware that last and impossible are not the same thing, yes?"

"Exactly what I thought! But then I tried thinking of the last place she would put, that was actually possible for it to be. Then I got it! The bag of toasted peanuts I'd ordered! Want some?" She pulled a bag of peanuts out of her mane and held it out.

"Please focus."

"Yes, please." Scrapper held out a wing. "What? I haven't had lunch yet."

"Where was I?" Pinkie asked between a mouthful of peanuts. "Right! Since it had to be in the last place we would look it had to be in the last place Twilight would put it, right?"

"That's almost logic." Celestia conceded.

"And the last place Twilight would put it, that she physically could, is the fancy princess office she never uses! So I ran right here and sure enough, there it was!" It turned out Twilight stored all the rough drafts and manuscripts she was finished with in her office. That way the office's bookshelf looked full, the only point of it right now was to impress visitors, and she didn't have to throw away any books, even crude and unfinished ones.

"Why did I believe her when she said she used it everyday?" Celestia muttered under her breath, she knew Twilight's workload as Equestria's newest Princess was tiny, she had made sure of it personally. The differences in social station and responsibilities between Twilight Sparkle, Student of Princess Celestia and Twilight Sparkle, Princess of Friendship were minuscule and would likely remain so for the foreseeable future. She still wondered if Twilight had ever noticed how little her life had actually changed in that regard.

Her occasional bouts of irrational behavior at least made it easier to understand how she could be related to Shining Armor. At least until she remembered that that irrational behavior was often born out of insecurities, perfectionism and her foalhood introversion lending her a poor understanding of how other ponies thought. She had yet to, and had long given up even trying to, find a single reason for Shining Armor's near total vapid uselessness, she was simply grateful for the opportunity to exile him to the Crystal Empire.

She turned to Scrapper. "Can you use this Mr. Scrapper?"

The engineer flipped through the pages. "I've worked with worse, a lot worse actually. We at least know what we need and where it goes now." It would take time to parse the manual as it was filled with passages and diagrams that were unclear or duplicated as the point of the rough draft was to find the clearest way to explain what needed to be done to locate and fix a problem with the machine. Twilight had plainly been warring with her impulse to use precise technical wording and overly detailed diagrams against the need to keep it simple and legible for a pony without multiple advanced thauma-physics degrees.

"Good." Celestia picked up the book and duplicated it and then duplicated it again and then again. She returned one of the copies to Scrapper while tucking the original under her wing.

"Not taking any chances here, are you boss?" The engineer asked, half impressed and half joking.

"I do not take chances with the safety of my little ponies." She responded firmly.

"Right, I'll make a list of what we need and send a runner for supplies. This things got a list of everything used to make the, hold on," He checked the manual for the name of the machine. "The Bi-Universal Portal Sustainment Device, patent pending. Even has a list of recommended replacement parts for jerry rigging! That's real thoughtful of her, more manuals should do that. Can't do much till they get back to us, though."

"Twilight doesn't have spares? She always has spares! She's almost as prepared as me!'

Celestia raised an eyebrow. "No offence, Miss Pie, but I find that rather difficult to believe."

"Well, she does limit herself to things that are 'logical' and 'physically possible.' Since when do those happen?" Pinkie scoffed.

"I stand corrected. At any rate, Sunset thought ahead and destroyed most of the castle's supply of mechanical parts before tricking Twilight. She plainly wanted her return delayed as long as possible."

"Have you gone to Mjolna?" At the princess's questioning stare she elaborated. "Mjolna's Mechanical Marvel Mart! Ponyville's one stop shop for technowhatzits and wizzbangers and Hearth's Warming lights that don't tangle!"

Scrapper spoke up. "I did actually, when we noticed Sunset's sabotage, I took the initiative and checked out the local electronics store. Buying local would be quicker than waiting for supplies from Cantorlot or wherever these fancy parts come from. Plus she's probably the only pony left in Ponyville that would have any clues about what we need."

"Good thinking Mr. Scrapper."

"Thank you, your Highness. I couldn't get much out of her though."

"Really? But Miss Mjolna's so nice!" Pinkie Pie proclaimed, Mjolna was a great help in building and fixing her various 'Party Perfectorizing Gadgetstm'.

"I'll have to take your word for that, getting any information out of her was like pulling teeth. Don't know way, you'd think she'd be happy after somepony bought her whole stock..."

"What? When?" Pinkie asked, he was right, if Mjolna had made a sale like that she'd be through the roof. Why was she of all ponies hearing about it from somepony who arrived here only hours earlier?

"Yesterday."

"That's suspicious." Celestia noted.

"That's what I thought. I asked about it, may have made some legal threats you probably wouldn't have backed up to get anything, sorry bout that ma'am. She said the stuff was bought by one of her semi-regular customers, a unicorn name of Circuit Chase."

"Circuit Chase!" Pinkie proclaimed.

"You know her?" Celestia queried.

"Yes! I mean, I've met her, she didn't like that, let me tell you. She's like Cranky but with the curmudgeonly charm and a lot more probably unspoken threats of violence. Like a lot more." Not a single one of her attempts to greet Circuit Chase had been met with anything other than apathy at best.

"Probably unspoken?" Celestia questioned.

"She uses a lot of big fancy words, so I don't really know exactly what she said but I sure got the hint. She just walks into town from somewhere past Froggy Bottom Bog, buys some electrododdles and leaves. She wants nothing else from us, not food, not smiles, not conversation, not nothing. The nicer you are to her the nastier she seems to get." Pinkie shrugged sadly, it hurt her to see a pony so aggressively alone but what could she do? She'd learned her lesson from Cranky and knew that trying to pry a smile from her would only make her things worse. That the only time Circuit Chase had been seen to smile was when Silver Spoon had scrapped her knee was compelling evidence her smiling wasn't desirable in the first place.

"Why'd she buy all that stuff?" Pinkie asked. She, and much of Ponyville, couldn't help but wonder what Circuit was building with all the doodads she bought although rumors abounded. The most popular was that she was building a mechanical Frankenstallion because her obnoxious personality drove everypony else away.

"Apparently she was acting on the behalf of a Crystal pony noble named Crystal Iris, part of some kind of modernization project for the Empire."

"I have never heard of a 'Crystal Iris' among the Crystal Empire's major political players or any project that would want parts from Ponyville. I'll have to ask Lt. Flash Sentry if he knows anything about this." Crystal Iris could simply be a minor noble in the Empire making a move up the ladder but why would she buy from a Ponyville vendor instead of a larger company? Why apparently not try to involve the Princess of Friendship?

"Why not ask Princess Cadence?" Pinkie asked.

"Why would I do that?" Celestia responded as though the question made no sense.

"Because she's in charge of the Crystal Empire? Wouldn't she know what's going on in her Empire?" Pinkie was used to ponies acting like her statements were nonsensical because most of them were, but why would a military adviser know more about the Crystal Empire than it's leader?

Celestia broke out in deep all consuming laughter. Everypony in the room stared at her in shock, even the engineers, who knew a conversation above their pay grade when they heard it and had been busy working while the others conversed, as Celestia stamped her hoof in hysterical laughter for minutes straight, a testament to her alicorn stamina.

"Ha Ha Ha! Cadence.. in charge, Ha! Know what's... Cadence! Know! Ha Ha!" The Princess of the Sun placed a hoof on Pinkies shoulder as she tried to catch her breath. "Thank, ha, thank you for that, I needed that. Heh, my sides."

"You're welcome?" This was the first time somepony had laughed at something she had said that wasn't a joke and she was having trouble processing it. While she was trying a stray thought hit her. "Wait, Scrappy, you said that Mjolna was cleaned out yesterday and she had nothing today, right?"

"First; don't call me that. I hate being called that."

"Oh yeah, I get why. Sorry, wasn't thinking."

"Second: yeah, that's what I said. Why?"

"Did you mean nothing useful for fixing the thingy or nothing-nothing."

"Both kinda. She just had basic tinkers supplies left. Bolts, screwdrivers, bits of wire, stuff like that. Nothing high end."

"If it happened yesterday she should already have new stock. Her supplier would have sent something when they heard she was out. You sure she had nothing?"

"I work for the Princess and was offering to pay whatever price she asked, if she had anything left she'd have sold. They close enough to get here in a day?"

"They're in Filly-delphia, And the ponies that move them are very dedicated and punctual. Well, one of them anyway."

"I'll have a search party sent up the Filly-delphia road. When the Cantorlot librarians report back, I'll ask about this Circuit Chase. I hope this is just a coincidence but it seems there is more going on than we first thought." Celestia declared. The thought of the sirens returning or Sunset being corrupted were already nightmares for her, both seeming to happen at the same time was the only thing worse. If somepony was helping them or in anyway involved in this, she would find out.

Pinkie's ears drooped. "They haven't found the spell we need yet?"

Celestia turned to the back corner of the room where the remains of Sunsets journal was kept, suspended in a protective golden bubble. "Sadly no. Were the spell made by any other pony we would have already found it, but Invisible Ink was one of the ponies for whom genius and madness blur. She could see connections no pony else could and worked with a relentless passion on the tinniest of details, it made her an excellent researcher and a master spy. Unfortunately she often saw connections that were not there, turning coincidence into conspiracy."

"She served as my spy master three hundred years ago, saved the kingdom and my life multiple times. I'm disappointed, if unsurprised, that she would do something like this, she must have feared her old research could be used against her." She owed Invisible Ink her life, a rare thing from an immortal, doubly so because she had only been endangered in the first place by ignoring Invisible's warnings not to trust the treacherous Lord Sparkledancer in the first place. A lesser pony would have let her die to the ambitious duke's trap. As proven by how much of her own court had been involved in the plot for even flimsier reasons. It had been incredibly painful to watch her destroy herself and be unable to help except to forcibly retire her.

"How? What'd she do?" Pinkie asked.

"A great many things but that is immaterial, her fears were not rational. I can only hope she merely hid her involvement in their creation instead of erasing them completely."

"You think she destroyed it don't you?" Pinkie deflated at the thought, tears welling up in her eyes.

"No no no!" Celestia quickly tried to console her, a depressed Pinkie Pie might be the most heartbreaking sight she had ever seen over her long life. "It is a possibility, yes. But destruction is not always the easiest path, it tends to leave a trail, something Invisible Ink would know well. She most likely requested name changes for the spells or insisted that her collaborators be given top billing, maybe claimed to have changed her own name. There were many ways she could have buried her own work that would not have raised eyebrows."

Pinkie started perking up. "Never thought we'd be saved by red tape and bureaucracy. Twilight would be proud."

"I've given them a list of every alias and bolthole of hers that I can remember. You can rest assured that if her notes still exist they will be found and soon. Twilight will return, I promise."

"And when they find it we'll be ready to use it." Scrapper vowed and turned to his team. "Right fellas?" They cheered.

"That's good to hear, thank you." Pinkie sniffled before the castle's fire alarm suddenly went off.

One of the changeling tourists burst into the room, soaking and panicked. "Water! Water from the walls!"

"That's the sprinklers, why did they go off?" Celestia asked.

"I don't know! We were just lighting fires and then the horrible noise and the awful water! Why do you have that horrid thing?!"

"To put out the fires." Celestia had hoped her sister was exaggerating about how pyrophilic they were, keeping the peace with these compulsive arsonists was going to be a bigger challenge than she had first thought. How could you live peacefully with someone who's first impulse was to lie and destroy?

He stared at her like she had groan a second head. "Why would you want to do such a horrible thing?!"

"Because we're flammable and can't breathe smoke?" Pinkie asked in return, today was really not helping her problem understanding what was and wasn't common knowledge.

The changeling stared at them in pity and confusion as he struggled to wrap his head around the thought that fire could ever be bad.

Celestia sighed. "Come Miss Pie, it seems we have to calm down a group of wet fire bugs. This day just keeps getting better doesn't it?"

On a cloud high above Ponyville a collection of pegasus guards idly played cards while awaiting orders.

"Dang it! I swear Eagle Eye is cheating!" One of them complained after losing a round of poker.

"The Fates just like me more than you, Wild Windmill, no sense complaining about it." Eagle Eye smirked as he collected his winnings.

Windmill lunged at him, quickly restrained by his comrades, not out of any real desire to protect Eagle Eye but because they would share the punishment for the fight. "I'll show you The Fates, you smug son of a mule!"

"Whatever your're doing pack it up! We've got a mission!" A Sergeant yelled as he approached.

"We found the target?"

"No, something new. Apparently a transport is late and the Princess wants somepony to check the road to Filly-delphia for them. We're looking for an air-cart of machine parts and two pegasi stallions, one grey coat, tan mane, name of Tailspin. Other's Air Freight, grey-blue, blond mane. We'll link up with Lift Ticket and Ice Pack in case of the worst."

"Any other details sarge?"

He shuddered remembering Pinkie Pie's briefing about everything she knew about the two missing ponies, a list as thorough as it was useless to the task at hoof. "Far too many. Move out."

After they left a dark figure slowly emerged from within the cloud, a changeling with glasses attached to her muzzle and a quiver on her side. While ponies kept eyewear on their heads with either magic or light adhesives, changelings had a characteristically more brutal approach to the problem, welding. It was painful but they never had to worry about them falling off, a real worry for a civilization that relied so heavily on infiltration and raiding.

Abacus Cinch, elite most agent of Queen Chrysalis, carefully looked about, the ponies wouldn't think anything of a changeling acting suspicious in Ponyville, they had been invited there and suspicious was a changeling's ground state after all. But if any of her former subjects recognized her, her master's plan would be threatened. This was it's most vulnerable point and if it was discovered because of her... There would be no forgiveness for a failure that cataclysmic, no matter her prior unblemished record of success.

She whispered to a small black beetle nestled inside of one of her hoof-holes. The words were both incomprehensible and inaudible to pony ears.

"So hows the Hive? Everyling getting along?" Starlight asked awkwardly as she, Spike and Thorax (and his guards) waited for their orders in Café Hay, Ponyville's fanciest restaurant. A treat from Thorax, what's the point in being a king if you can't treat your friends every now and then?

Thorax thought carefully before answering that question...

One day after Reformation:
Thorax stood at ~~Chrysalis'~~ his desk deep within the Royal Hive. Things had finally stabilized and it was time to start reaching out to the far flung tendrils of the Changeling Shadow Empire, show them a better path. And he knew just who to start with.

Twenty minutes later:

"Join us Imperator and help lead us into a new dawn!"

"I would rather drink ice water you waste of chitin." Abacus Cinch hissed through the tele-beetle's audio link, her contempt so thick it was almost choking.

"We have a chance to accomplish something truly great, we need all the help we can get. Please Imperator!"

"You are right about needing help, you are only wrong about what kind. That's an improvement, congratulations." Although the link was only auditory Thorax had no trouble visualizing the Imperator. A condescending sneer that never seemed to leave her face, barely masking her rising frustration with his every utterance culminating in forcing Kevin to beat him again...

He shook his head, clearing away the phantom image of his clutch-sibling's forced smile as he raised his hoof for another blow. Kevin's nervous laughter ringing in his ears. "That was uncalled for."

"I'm on the run because of you, you vapid dolt! We had Equestria dancing on a string! I was Celestia! How's that for greatness?"

"You don't have to run! Just turn yourself in and you won't be harmed. Princess Celestia will see to it you are treated with respect."

"After we foalnapped her and killed three guards? What kind of idiot do you take me for? Your reflection?"

"Killed?! Why?!"

"They were in the way of our escape."

"Also food." Her partner added.

"Yes, thank you Chainbreaker, we can never state the obvious enough around Thorax." A deep growl came through the link. Cinch ignored it.

"They would still be alive if you hadn't betrayed us you know. Or did you think upending an entire kingdom was going to be free of negative consequences?" All these years since graduation, a complete transformation of body and spark, and she was still talking down to him.

"How is dead ponies a negative consequence?" Chainbreaker asked.

"He thinks it is Chainbreaker, try to keep up."

"Fires above and below, I hate you."

"I'm... I'm sure we can work this out... First Fire, what a mess." How was he supposed to convince Celestia to let two murderers go free? How could he even hope to make it right with the families of the departed? He couldn't taste a single hint of regret over the act on either voice, the concept that pony lives had value was utterly alien to the pair. That was going to make things hard too.

"You're more worried about some useless heat-born than two of the hive's best? Cinch, why wasn't this defective culled before he could be inflicted on the world?"

"I tried, several times, Gloriosa vetoed the rest of us."

"You, you what?" Thorax fought to keep the contents of his stomach down. It was one of the highest crimes in the collective to harm a youngling, through action or inaction. Only caretakers were allowed to harm one and only for disciplinary purposes. Whether to cull a nymph, larva couldn't even be considered, could only be decided by a unanimous vote by the senior most caretakers and the relevant brood master, in his case Gloriosa. He had always known he was at the bottom of his classes and that the teachers hated him for his habit of questioning changeling conventional wisdom and reluctance to perform the more brutal training exercises but he never could have guessed that all but one would vote to kill him. Repeatedly.

"Face facts Thorax, you're an outlier, a freak, a non-viable mutation that will not be passed on. You've failed at everything you ever attempted, why should this fool revolt be any different? You can't lead them, you don't have a leader's conviction, ruthlessness or paranoia. You simply don't have the will needed to hold the Many together never mind direct them to victory against even the weakest of our many foes. Could you sacrifice a few for the betterment of the whole? Even a life a valueless as a pony's?"

"You're describing villainy not leadership!"

Cinch just laughed at him. "Are you so divorced from reality that you presume there to be a difference? Where did you get such fool ideas? Was it that coddling Gloriosa? Let me set you straight. A true leader sees beyond themselves and rises above the limitations of base survival and sees the path to maximum fulfillment for the greatest number of changelings and
pushes for it regardless of the obstacles, physical or moral. She is an inspiring presence, a living embodiment of all that makes us great. You on the other hoof are a sniveling, selfish dronelarva that could barely kill a single bumble-puppy that we held down for you."

"Your 'true leader' just ran away to sulk after her own court sided with me!" Thorax snapped angrily, she had to remind him of poor Fuzzy Buzzy. He could still see her pleading eyes when he closed his own.

"And when they see what pony friendship truly means, the indignities, the neglect, the demands, they will welcome our liege and the freedom and opportunity she represents back eagerly. And you, Thorax, will die the worst death of all. Alone, unloved and remembered only as an object lesson on the value of loyalty and the penalty for disobedience."

"Thousands of changelings say you're wrong Caretaker!"

"Thousands! Oh my!" Cinch cried in mock shock and horror. "At last census we numbered one million, one hundred and forty nine thousand, two hundred and fifty six. You'll forgive me if I'm not shaking in my stolen boots."

"You know what I meant!"

"Than say what you mean, worm! Lies are for food not people!" Chainbreaker snapped.

Abacus affected her patented veneer of motherly condescension. "I'm still an educator at heart Thorax, so let me give you some free advice. Run. And never stop. Find the deepest, darkest, coldest hole in the world and then dig. When I have Indigo drag your misshapen carcass in front of the Cobalt Judges for your crimes, I want to know she had to work for it. The Many know it won't be because you can fight worth a damn. Have a good day Thorax, for you have so few left. And stay out of my office!" There was a sharp click from the beetle's pincers as she cut the link.

He simply sighed, it was a longshot trying to convince the pair sent to replace the Royal Sisters. You didn't become the Queen's right hoof mare by having even a shred of kindness or remorse, why would she abandon a path that had only rewarded her? He knew Chainbreaker only by reputation but if he was anything like his brutal apprentice, Thorax's former unit commander Captain Plasma, then he would oppose him on the grounds that emotions of any sort were a weakness that could not be tolerated. But he had to try, to abandon them to their ways would be a betrayal of the kindness Spike had shown him. That they would kill him and feel nothing but joy was no excuse.

The Ponyville pack should go better, they were six of the swarm's best (and Kevin) yet they were so insecure about their place at the the Queen's side that they were always loudly proclaiming their loyalty to her and eagerness to serve. Arctic, two of them seemed to speak in nothing but variants of "Glory to the Swarm!" and "All Hail Glorious Chrysalis!" They had to be sick of it by now.

As for the Crystal Empire team, this at least confirmed what he had always hoped was true. That Gloriosa's kindness was genuine and not a cynical attempt to counterbalance Cinch's callous cruelty. It also gave him hope Chrysalis herself could be reasoned with as she had made her Chief Caretaker after Cinch, it hinted she still knew the value of kindness. The other spies would go better if for no other reason than they couldn't very well go worse.

Half an hour later:

"And then I was elected King."

"King of fools and traitors! A puppet to the Princess! You rule nothing heretic!" The changeling at the other end yelled.

"Don't you see what this means for us? We don't have to take love. We don't have to hide. We don't have to live everyday preparing for war."

"I see what our master has shown us! A glorious future where all are united under her glorious rule! You're the blind one! I'll use your eyes as paddle balls!"

"I've had enough of this! Someling shut her up!" The imperious voice of Sunny Flare interrupted the rambling series of threats.

"You can silence me but you can't silence justic-" Wham! Thorax couldn't see the other end of the link but he still felt the chitin on chitin crunch.

"Not quite what I meant Sugarcoat."

"She is silent. Why do you complain?"

"Thank you I suppose. I'm sure she'll be calmer and easier to convince once she wakes up. In the meantime we can have a conversation like civilized changelings."

"You misunderstand, I have no interest in conversing with a delusional noling like yourself, I simply want to condescend at you for a bit."

"No interest? We don't have to hunt anymore! We can talk to outsiders like equals! We don't have to live in fear! That doesn't interest you? You're supposed to be smart!"

"And you aren't. Which is why this nonsense isn't surprising from you." She scoffed.

"Nonsense? What about this is nonsense? I defeated Chrysalis, reformed the swarm and was made leader of the Collective."

"For one, you're claiming to have found a perpetual motion machine by hugging each other. Do you seriously not see the problem with that?"

"That's not the point! The point is that we can gain love without hurting anyone."

"Why would we want to? That's the best part." She retorted, everything was made better with somepony squirming in pain.

"Think of all the things you can learn from the ponies now that you don't have to hide from them. You saw what Twilight has accomplished, wouldn't you like to talk to her as an equal? Sunburst always spoke about how great it was to collaborate and discus with a fellow scholar. They would love to work with a true changeling intellectual."

"Flattery! My one true weakness! Perhaps there's hope for you yet!"

"Great! I can introduce you! They have so many questions about changeling magic I wasn't able to answer."

"Share? Knowledge? With those not of the Many? Why would I ever do such a fool thing? I'd much rather rip the knowledge out of their skulls. Quicker, more enjoyable and no risk of making the useless mammals smarter."

"Ugh. Isn't Lemon Zest the officer for your unit? Can I talk to her please?" Maybe he'd have better luck with the fun-loving mindbender. Changeling officers were primarily chosen for their magical power and charisma and consequently were expected to have a heightened awareness of the world around them. They were meant to be the embodiment of the changeling martial ideal; clever, disciplined, charming and ruthless.

Flare hemmed at the question. "She's um... busy. Yes. Very busy. Doing... officer type things. Normal officer type things."

"She is currently headbutting a timber wolf to death." Sugarcoat stated.

He blinked. "What possible reason could she have for doing that?"

"A Lemon Zest reason obviously." Sugarcoat's main talent as a liar was her ability to say even the most blatantly unbelievable and ridiculous things with a completely straight face.

As if on cue a cackling and nasally voice started yelling triumphantly. "Look upon my works ye wooden and despair! I am the one your prophecies spoke of timber wolves! Your worst nightmares made real! The dread trifecta! Termite, fire and woodpecker all in one! I am evil incarnate! Worship me as your Anti-God and you may be spared my unholy wrath! Gah ha ha ha!"

"Oh look, there is a method to her madness. How comforting." Sour Sweet, one of the Queen's favorite spies, cheerfully observed.

Thorax groaned, this wasn't going well. "I didn't want to do this but you leave me no choice. Sugarcoat, Captain Shadowbolt has ordered all Cobalt Guardslings to return to the Hive for retraining on the new laws we will be implementing. As a Siegie you can take control of a pack acting against royal authority. I order you to do that and bring them home with you."

"I can not do that Thorax. Captain Shadowbolt's authority was invalidated when he aided a coup d'etat against Queen Chrysalis. You are an unlawful usurper and guilty of desertion, cowardice in the face of the enemy, multiple counts of insubordination, impersonating a superior, high treason, low treason, providing truthful information to non-changelings, sedition, interference with a royal level operation, assaulting a government official, trespassing in the royal quarters, theft of royal property, damaging vital Hive infrastructure, undermining public health, getting caught, resisting arrest and resisting punishment. Turn yourself into the nearest Guard precinct and await torture, trial, more torture, public trial, the real torture and then execution."

"Her overthrow was supported by the full Court! I am King and she is no longer Queen!"

Flare scoffed. "The full Court? Impossible. I head the Science Guilds remember? Or is the meatsack's weak memory caused by a disease that you've contracted? I have not voted on this fool idea. And never will. So you have no authority."

"The Chief Caretaker and Grand Architect have also not voted on this matter. The vote to replace the Regem Tenebris can not be done by less than a guild's leader. It must be unanimous. Since the entire court was not assembled the vote not only failed but is illegal. Your rule is invalid. Your acts remain treasonous. For the good of the Whole turn yourself in to the proper authorities before more damage is done." Sugarcoat added.

"The entire Hive backs me!"

"Irrelevant. The law is clear and unbending."

"You're prepared to spend the rest of your lives in exile, hiding from everypony and changeling, over a technicality?"

Flare sneered. "Weren't you? How is this different from you running away over your stupid 'they'll give us love if we're nice to them' idea? Hypocrite."

"I didn't want to hurt others! You just want to lord over everypony!"

"Yes! We can be anything therefore we're superior to everything! To deny that is to deny that fire is hot!" The scientist yelled, how could he not see something as easily provable as gravity? They were a great fire and the ponies nothing more than fuel.

"I have a headache and my nose is full of sap." Lemon Zest blurted cheerfully as she trotted over to her teammates.

Thorax groaned in annoyance. "Ugh! just...we're obviously going nowhere with this. Before I leave you to be miserable in the woods can I ask a favor of you? My little clutch-brother Kevin is with you for some reason. Me and Pharynx are worried about him because he's well Kevin. Can you at least let him return home? He's little use to whatever you might plan."

"How touching. I am genuinely moved."

"Thank you, despite our disagreements we are still changelings, part of a grand whole, we need to look out for each other. If we don't lose sight of our shared equinity we can build an even stronger Collective together."

Flare laughed. "No." She stated flatly then cut the tele-link leaving Thorax blinking in shock. Was their loyalty to Chrysalis really greater then common decency? Did they truly hate their prey more than they cared for their own teammate? Had he only won because the Queen's most loyal and elite followers were out reeking havoc?

Twenty minutes later:

"And you're certain her Majesty is beaten?" Gloriosa asked, shouting over the winds howling around her. The quartet sent to foalnap the Crystal Imperial Family had fled into the snowy wastes outside the Crystal City after word of Chrysalis' defeat had reached them. Thorax idly wondered if the group that was sent to kill him now hiding in the same place he had hidden before meeting Spike qualified as ironic. Or at least poetic.

"Yes! She fled."

"No sign of her in Maredor then?"

"None. No sign at any of the hive-complexes or fortress-passes. We've put the wasteland outposts on alert. Obsidian Blade wants to send patrols to find her but I don't see the point, 'a changeling that doesn't want to be found', you know how it works."

"Indeed, you were able to elude the Imperial Guard after all. I have little doubt that searching for Her Majesty is futile."

Thorax sighed dejectedly, there it is. "Let's get this over with then, how exactly do you want to kill me for the temerity to have a conscience? Drowning? The arena? Starvation? I know, your bare hooves right?"

"No no no! I want to thank you! I never dreamed of a world without her Highness. No more little ones sent out into the hostile world. No more having to drill them for invasions that may never come. Peace and unity for the world is my fondest wish Thorax."

"Really?"

"Yes! I've always chaffed under her, isn't that right brother? You're the only one I've ever admitted my doubts to."

"True. I wish only I could have given you more comfort. I must say for the first time in years the future promises excitement. The thought of building something that isn't hidden from sight or a terrifying, impregnable fortress of death is a oddly exciting. Lining halls with traps gets tedious fast."

"And I'd like to tell a story that isn't a report on a communities weaknesses for once. And you Pixel?" Violet Blurr, the Swarm's current master lie-spreader (a much sought after title in a species of compulsive liars), noted.

"When I was out among the crystal ponies, looking for weaknesses and hiding spots, I was amazed by how much they talked about you with genuine trust and love Thorax. Not the fear and hate the Queen always said would be there."

"It took a bit of work to get there admittedly. Did you meet Quick Quartz? The stories that old stallion could tell about the Empire's Diamond Age."

"I can vouch for what Pixel said, it was impossible to turn them against you. Touching. Annoying if you're trying to appease your dark master by making the residents of your safe haven want you executed in front of them. But still touching. You should be proud to have such good friends, it's usually easier to gin up lynch mobs."

"That's... nice to hear Violet Blurr. I look forward to welcoming you back home."

"Me too, I miss the muggy hive atmosphere." Timber replied.

"Me three, all the light and hard angles around here are hurting my eyes. Why can't they fill their hive with shadows and mucus like sensible people?" Blurr griped.

"Wonderful! We're all in agreement! Just turn yourselves in to the Imperial Guard and you'll be on the next train home!"

Gloriosa quailed at the order. "I would rather we didn't, if it's all the same to you, your highness."

"Why? You didn't kill anypony did you? Please tell me you didn't kill anypony. I have friends there."

"No no no! Of course not! It's just you can't just have us turn ourselves in."

"It will be okay, they won't hurt you. They know changelings aren't pure evil now."

"Your friends, their leaders, aren't there."

"I have plenty of friends that are still in the city! I already mentioned Quick Quarts but there is also Sergeant Diamond Dust and Mr. Red Beryl the shopkeeper. Oh oh! Ms. Bronzite the blacksmith! If you can't trust a pony that works with blast furnaces who can you trust?"

He would spend hours just standing near the furnaces soaking in the warmth, the Empire was just too cold for him to bare sometimes. Since most non-crystal ponies found the place to be too warm Sunburst believed it was psychosomatic, thanks to his deep rooted changeling cryophobia he could never fully forget the frozen wasteland outside the barrier. The Crystal Heart was supposed to maintain a perfect temperate environment but it's otherwise brilliant creators had made a small mistake in it's creation and hadn't accounted for the reflected sunlight from their crystal buildings raising the temperature. This didn't matter in the end for the crystal ponies themselves as constant exposure to the Crystal Heart's magic transformed them from a splinter faction of earth ponies into a entirely new species with a heightened tolerance of hot and cold owing to their partially mineralized bodies but it did discourage visitors from staying long.

The only ponies that seemed able to stand the place for long periods were it's prince and princess, something Sunburst attributed to all the protective spells Shining Armor had cast on himself and his wife and Flash Sentry blamed on them being too stupid to feel pain, which was also the reason he gave for the crystal ponies famed durability. Sunburst cast air conditioning spells on his room and study and rarely left either while Flash Sentry disappeared into the wilderness for long stretches without explanation.

"Be that as it may sir, it's hard to go against our most deep rooted instincts. What if you're wrong and they betray us? What if they think we lack the protections afforded to you? This is a gamble with our lives, you can't expect us to do it lightly." Timber explained.

Thorax sighed, he couldn't blame them for feeling that way, fear was a changeling's constant companion, their first and only friend. It gnawed at them night and day honing them into the ruthless predators they were known as. Even now it eat away at the back of his mind, he saw Chrysalis' silhouette in the shadowy corners of the Hive (unhelpfully changeling rooms were build to have as many of those as possible, normally it was comforting to them) and worried that his friends would betray him out of jealousy or fear now that he was a king. "If you insist. But please try to make some friends on the way back please. I'm sure you would get along fine with Spike and his friends."

Gloriosa chuckled. "Ponyville eh? I'm sure there are some very welcoming people around there."

He smiled, finally this was going well. He wanted to ask about the votes to cull him from the Nursery but that could wait until they were back home. "There are!"

"Then we have a deal! Don't worry my lord, I've got this! We'll be back and working to improve the Hive in no time!" Gloriosa laughed.

"...Doing fine, we're all one big happy family. A few problems here and there, but we'll power through."

"Any sign of you know who?" Spike asked.

Thorax shook his head. "None. We can't check every old safe house or lair but there have been no signs of her anywhere near the main ones. It's got us a bit spooked actually." He wasn't too concerned by the continued lack of clues toward his former Queen's location. Not that he didn't fear what she would do to him when she did show herself, it was a constant presence in his nightmares, it was just that a changeling that didn't want to be found wasn't going to be found, so the lack of evidence was to be expected.

The renegades were troubling, both in their numbers and their skills, but they were dispersed and leaderless. After a flurry of confused chatter in the first days of the Reformation they had gone completely silent, likely realizing that the tele-beetles were compromised. With a plurality of the beetle's population contained within the Hive under the care of the Messengers Guild they could monitor any communication made using them. Without the ability to communicate over long distance or a secure stronghold to operate from there was no way for Chrysalis to support more than a small band of troublemakers without being very easily tracked.

"You think she's got a plan?" Starlight asked worriedly, Chrysalis had sworn painful vengeance upon her after all.

"Does Chrysalis have a plan? Was the world born in flames?" Thorax laughed, she might as well have asked if the sky was blue. "She always has a plan, she always has a hundred plans, the question is what those plans are and how much suffering they will cause."

"I don't suppose you have any idea what any of these hundred plans could be?"

"Nope. Hopefully she's too busy planning your torture to think through how to get there."

Starlight flinched. "That's not as comforting as you seem to think it is."

"Relax, without her army she can't do much, it's been a thousand years sense she had to work alone, she's probably still figuring out how to take care of herself without her retinue to cater to her every whim." He couldn't help but smile at the idea. It faded almost immediately as he felt a sudden flare of anger and hatred from somewhere nearby. He looked around for the source but all he saw were the other outdoor patrons, one group of two unicorn mares at a table and a single earth pony stallion at another.

"Ever notice that everything big started about a thousand years ago? Nightmare Moon, Discord, the Sirens, it's weird none of them got their start five hundred years ago or a hundred or even just twenty. It's weird right? It's not just me?" Spike wondered out loud.

"I got my start as a villain about twenty years ago..."

They sat there in awkward silence for a minute before Thorax attempted to break the newly formed ice. "Do think they'll be done with our food soon?" The waiter had promised that even a changeling's stunted taste buds would delight in the Cafe's dishes and he was eager, although not hopeful, to see if that was true.

"Is it safe for you to eat anything, you know, solid?" Starlight asked, they still knew so little about them. Since the dawn of recorded history changelings had stayed at the periphery, a shadowy race that crept out of dark caves and fetid swamps to steal your happy dreams as you slept. The scholars of the past had debated not the details of their culture or history but whether or not they were sentient or even alive in the first place, the leading theory about them had been for the longest time that they were some sort of undead blight sent to punish mortals for infidelity. This hadn't changed under Chrysalis, her efforts to bring her followers into the spotlight had not involved fighting any misconceptions about her kind. In fact they had made colossal efforts to spread misinformation about themselves to the point that it was widely believed that many of their defeats were simply to make it seam that they were weaker than they were or that they had some great weakness.

"Completely, there's not much we can't digest. What goes in the mouth comes out the legs."

"Is that what the leg-holes were for? That slime you put everywhere?" Spike suddenly regretted all the hoofshakes and hugs he had given Thorax.

"What did you think they did?"

"Honestly? I just figured they were a visible representation for how incomplete you all were without real love." Starlight offered.

Thorax cocked an eyebrow quizzically.

"Look at the world we live in, it's a valid guess."

"Fair enough."

"If... that stuff came out your legs when you where, you know, where does it come out now?" Spike shouldn't have asked such a question before lunch but curiosity was a hard beast to tame.

Thorax pulled his head back and hooked up a glob of slime onto a small crack in the cafe wall. "More than one way to skin a pony!" He chimed as he rubbed the goo around to fill in the crack.

"Check please!" One of the two parties they shared the outdoor cafe with yelled, his appetite gone after that display. The remaining two patrons continued to stare at them unfazed, as they had been doing since they had arrived.

"Sorry, we don't have a lot of nice sayings. Or nice jokes. Or nice pastimes. Or nice anything really. We're working on it though."

"It's okay." Spike soothed.

"It's not okay! I want to help but I feel just as powerless as when I was a drone. A friend of mine is missing and Celestia's family is in turmoil and I'm not sure if I can even help at all."

"Huh, what about Celestia? Sunset and Twilight aren't relatahh!" Spike tried to question that statement when the restaurant's waiter tripped sending the contents of his trey flying directly onto their table, one of the bowls landing directly on his head, splashing Starlight's leg with boiling soup.

"I am so sorry madame and mons-ahh!" The unlucky waiter was attacked by the blue-armored guards before he could finish apologizing.

"Let him go! It was an accident!" Thorax commanded his guards. "Sorry about that, they're trained to be paranoid."

The waiter dusted himself off. "Is there anything I can do for madame and monsieurs to make up my clumsiness?"

"More breadsticks?" Spike asked as he tried to pull the bowl off is head.

"Just some ice please. Who makes soup that hot?" Starlight desperately waved her hoof frantically trying to cool it.

"Poison!" The guardslings immediately returned to restraining the waiter with even more gusto than before somehow.

"She's not poisoned! Let him go now!" Thorax demanded.

"You heard her! She demanded wretched cold, what healthy mind does that?!"

"A pony mind! They don't have the same hangups about cold we do."

The guardslings stared at him in horrified confusion. "They tolerate the purest evil? It is the first crime, the greatest threat to the world! It rots and kills all it touches! You would have to be mad to not see it! If that's true, how have they not destroyed themselves by now?"

"It won't hurt her." Thorax responded tiredly. It was hard to argue a point you neither understood nor believed in.

They stared at him uncertainly, that statement went against everything they knew about the world and against their every instinct.

"You think I understand it?! Just do what you're told!" He barked when they still hadn't released the poor pony. That finally shocked them into letting him go and sheepishly bowing their heads.

"I'm so sorry for them, they were trained by Chrysalis a little too well."

The waiter used his magic to retrieve his platter and the remains of the two bowls, placing the shards of the broken one inside the intact one, as he simultaneously returned his suit and coif to their normal pristine state. "It is no problem your highness, a mere misunderstanding, I'm sure."

"The penalty for spreading cold is death. The only reason they didn't kill you on the spot is that it's supposed to be as painful as possible. We didn't bring the special hoofscrews, because I had them melted down, so they would have to improvise."

All color drained from his face. His belated terror doubled when the guardslings simply grinned nastily in response. "Ahah... yes, thank you sir, I think we can waive the tip for this, yes?"

"I'm supposed to give you advice for food? That's much better than giving you gold. Why didn't either of you tell me before? I hate carrying these jingling pieces of scrap metal. Does it have to be good advice? Something he's never heard before?"

The waiter quietly slipped away from the group as they were distracted explaining to Thorax what a "tip" was. Before he retrieved a bag of ice cubes and a towel from the kitchen he first walked over to the ponies who ordered the soup now splattered all over their follow customer's table. A pair of unicorn mares that had been watching the whole affair in amused silence. One green with a yellow, purple striped mane and the other several different shades of green beneath a dull brown cloak.

"Madames? I'm afraid there will be a delay in your order. The establishment apologizes for the inconvenience."

The uncloaked mare responded while her associate ignored him. "We have eyes garcon." She waved a green hoof at the soup covered table across from them. "Do you have anything useful to add? Or are you just wasting everypony's time?"

He did not react to her jibe, with the restaurants target clientele he had faced much ruder outbursts after all. "Would you care to use the opportunity to change your order?" He had taken some weird orders in his career but two bowls of soup, it was plain they didn't care what kind when they had ordered, boiling hot with nothing else was a new one.

"No, we most certainly will not." She huffed, the very concept that her order, even one she didn't care about, could be wrong on any level offended her.

"As you wish madame. I deeply apologize for the delay my clumsiness caused, I hope it won't effect your opinion of our humble restaurant."

The cloaked mare turned to face him. "There is no need for you to apologize, it wasn't your fault. Try not to let something you couldn't control or prevent ruin the rest of your day. Nopony benefits from that." She spoke soothingly, almost motheringly.

"Thank you madamoiselle, few in your position are so forgiving."

She smiled. "I'm aware. Ponies can be so entitled, can't they? Believing that because somepony started the work ages ago they are entitled to its fruits now. It's almost enough to drive one to madness. But please, don't mind us, you shouldn't neglect the other customers. I assure you they need your services more than we do."

He chuckled. "Work with nobles too, huh?" She nodded with a knowing smile but an almost disappointed look in her eyes. "If you need anything while you wait don't hesitate to ask."

At that he took a bow and trotted inside, carefully staying out of reach of the guards, still glaring daggers at him, as he did so. He paused briefly to scrutinize the spot where he had tripped, he must have walked over this exact spot a thousand times and there was nothing there he could have tripped on, so why had he stumbled?

"You were unusually kind to that mammal, mother. As in at all." The only kindness Chrysalis usually gave to her prey was the sweet release of death.

The cloaked mare waved her hoof dismissively. "No sense being mean child, he deserves to enjoy his last few days on this earth after all." She returned to staring at Thorax and company, smiling faintly at the feelings of disgruntlement she felt from the Cobalt Guard surrounding them and Thorax's obliviousness to it. His rule was even more fragile than she had dared hope. "Don't worry, you'll get to have your fun soon enough."

The disguised Flare's eyes lit up with eager malevolence. "Promise?" She had come up with so many wonderfully nasty ideas since her exile and had so few test subjects to use them on.

"Of course, I always keep my promises little one." The changeling Queen smiled lightly, all was going to plan. Soon all her promises would be kept. Not all in the way she originally meant but kept all the same.

Sunburst's notes on changeling biology

I feel I must forewarn any readers of this journal that my areas of expertise do not include biology or medicine and as such I must apologize in advance for any inaccuracies caused by this secondhoof account. All credit for the first medical examination of a live and willing Equus Sapiens Seelie (colloquially: Changeling. Also known as Bug Ponies, Love Takers, Dream Eaters, Heartbreakers, Pillage Bugs, False-Kin, Assassin Bugs, Face Stealers, Joy Vampires, The Dead Eyed Ones, The Buzzing Plague, The Born Dead, The Fake People, Fire Locusts, The Lies That Walk, Life Thieves, The All-Black, Living Obsidian, Ash Hoppers, The Masked Void, Soul Drinkers, The Hollow Nightmares, Hateful Shadows, The Creatures That Destroyed Our Last Twelve Villages, Them, Servants of the Dark Queen, The Burning Raiders, The Empty Hearted, Shadowborn, Fallen Alicorns and Those Rotten Things That Burned My Farm, Stole My Daughter And Drank All My Kerosene.) belongs to Doctor Borderless and her wonderful staff and hypothetically Imperial Apothecary Crystal Ball who, as is his wont, mostly just sat in a corner being creepy. In fairness to the Apothecary, this was somehow calming to Thorax as this apparently is the attitude common to changeling doctors.

-Epidermis

-Seems the obvious place to start.
-Changeling bodies are covered in a thick chitinous shell. There is no endoskeleton, answering the old question, they are in fact giant pony shaped bugs. The shell is hard and feels vaguely like plastic to the touch. The joint sections are more flexible and rubbery.
-Like pony bones and unicorn horns the shell is laced with orichalcum allowing it to channel magical energy. In fact according to the subject they can shapeshift even with their horn damaged although in a far more limited capacity.
-The outer shell is resistant to all known detection magics and methods and is impervious to scanning by all methods currently available to us in the Crystal Empire. This means all information about changeling internal organs comes from Thorax's descriptions. He offered to let us cut him open but we turned it down. He didn't seem to understand our squeamishness at the offer.
-The shell is covered in thin, nearly invisible hairs. These hairs provide the changeling with their sense of touch. They grow denser at the hooves, not unlike fetlocks although it grows from 'the hoof' instead of over it. (There is no actual hoof at the end of a changeling's legs, it's just a flat endpoint for the limb) The hoof hairs also allow a changeling to adhere themself to a surface in a manner similar to a spider. Thorax can suspend himself from the ceiling by his hooves without any apparent discomfort or effort. He implies that he can maintain this state nearly indefinitely.
-"When in doubt, stab it with your head." That's the first lesson a changeling ever learns. Their horns are razor sharp and they do not like having them touched.
-Changelings are not exotherms like their insectoid features would suggest. Thorax's body temperature borders on feverish. He displays an ability to alter his temperature at will dropping it to a normal pony temperature or raising it to dislodge something grabbing them.
-It is possible for a changeling to retract their softer segments into their shell to protect them from harm. This includes theirs eyes and ears. I've seen Thorax do this to his entire body at once. It's rather comical looking but I'm sure it does what it's supposed to, delay predators long enough for the rest of the pack to help. Or get away. (Celestia, is everything so morbid with him?)
-The outer shell molts every two years or so depending on wear. The legs usually molt earlier than the main body.
-The armor that some of them wear? That's fused to their shell. Why waste time and energy carrying and putting on armor when you can just melt it into your skin? That's time and energy better used to kill things! Who does that to their own troops? What an awful leader Chrysalis is! Okay, I've been told the idea was put forth by a changeling named Ram Horn and was originally and still primarily performed on willing volunteers. And that while the procedure is not pleasant to go through it is not dangerous or excruciating. Have to keep an open mind here and not jump to judgements. Their nature, the shapeshifting, the emotion eating, the exoskeleton, is so radically different from our own that their worldview and morality is bound to follow.
-Due to their rapid regeneration changeling shells do not scar. Scars that weren't magically inflicted must intentionally be maintained. The changeling method of war values not being hit or even seen, as such scars are seen as a sign of failure and shame. Interestingly Thorax notes that this mostly happens to the upper ranks as opposed to the lower. Queen Chrysalis doesn't like it when her warrior elite get complacent. Why do they work for her?
- The chest plate is able to blunt crossbow bolts, thankfully. Titan's shackles Flash Sentry you heartless muleson! You could have killed somepony!
-I should explain that last one. I learned the above fact while me and Thorax were out for our mid-morning stroll past the east field to find a crossbow firing range had been setup over night. By Flash Sentry. The main force keeping crossbows out of the Empire. These glorified cave ponies can barely be trusted with pointy sticks, crossbows are a disaster waiting to happen. We approach the sounds then Wham! arrow to the chest for my friend! Flash apologized for the 'misfire' by one of his 'trainees' and insisted that Prince Shining Armor had gone over his head and called in a favor from a friend to get the weapons and that he was simply doing damage control overseeing the training. Does he think I'm stupid? We both know Shining has no friends in high places, he barely has friends at all, no high ranking guardspony would ever owe him a favor. Most would eat their own tail rather than go near him. And his code of honor would never let him blackmail a pony. Flash is the one with all the connections, it's obvious to anypony smarter than Shining Armor that he doesn't trust Thorax. This whole farce was to test Thorax's armor and he doesn't care if Thorax dies. Probably wanted him to. He shouldn't assume that just because I literally lock myself in the library every so often I have no clue what's going on around me. Duly noted.

-Senses

-Their ability to sense emotions is not provided by a single unique sense but a combination of several working together. Hearing heart beats, seeing twitches and tells, smelling sweat, the horn feeling the aether around them, etc.
-They taste the air with their tongues like a snake. It appears to be specialized to smell pheromones and sweat and other scents associated with emotions.
-They do have pupils, they're hard to see but they're there. Little white dots in an ocean of blue. Hard to look away once you start. So blue. So pure. Must look deeper. Can't look away. Can't think. ~~His will is mine his will is mine~~ his will is mine Evidently they are also conduits for an instinctive mind control spell, good to know. Staring contests, bad idea. Very bad. Instinctive sure and I'm the King of Hosstrailia.
-Very few foods have any taste to them. Unnervingly blood is one of those few. Thorax is without doubt one of the kindest, gentlest ponies I have ever had the pleasure to meet but if I cut my foreleg he becomes incredibly terrifying to be around, staring at the wound obsessively and licking his lips. I've seen him eat used band aids with a look of sheer euphoria on his face.
-They appear to have a heightened tolerance for pain compared to a pony. Whether that is owed more to their physiology or their brutal culture I can't say.
-They have superior night vision to a pony and can see ultraviolet light. They do not like bright lights and function best in low light environments. It should be noted that this does not mean that bright light hurts them like the vampires I suspect they helped inspire or that sudden flashes disorient them more than other creatures but that someplace like the Crystal Empire becomes painful to live in quickly. Truth at last from the bug
-The head fin appears to be vestigial and doesn't do anything beyond aid in expression.
-Their thin, narrow ears are specialized for relatively close range, Thorax can hear my heart beat from the other side of a small room.
-Thorax boasts an amazing memory, he claims to be able to recall things from his infancy (grubfancy?) and aces every memory test he's been given. He refuses to do any more however, it implies he's senile or has head trauma, charges he has faced his entire life for his beliefs in peace and friendship.
-They do not have a "hive mind" as commonly believed but their psychic abilities sometime cause their minds blend into one another. This can happen when a group of them are focused and in sync, most commonly raiding packs in the heat of battle or work groups laboring on a project.

-Diet

-As is widely known changelings feed on positive emotions, primarily love but according to the subject any positive or passionate emotion will provide some nourishment. They can even feed on fire although this is difficult to do and less nourishing.
-There are two methods of feeding: actively draining love from a victim. This is the most harmful of the two and requires being close to the victim. The other is passively absorbing love and heat from the background. This can be done with or without a disguise, taking the love meant for the impersonated individual, although the former is only profitable in love saturated areas.
-Love is unsurprisingly pink. It appears green when changelings extract it due to the coloration of their auras which are near uniformly green.
-Changeling venom is a muscle relaxant that induces a state of euphoria, suggestibility and short-term memory loss in those injected with it. This is useful for both feeding and spy work. The euphoria makes them easier to drain, while the suggestibility and memory loss makes it easier to hide their presence.
-A normal venom sac has enough venom to knockout two adult ponies. Due to the chemical complexity of the venom it takes time for the to generate more and it degrades rapidly outside of the venom sacs. The Kingdom routinely milks venom from it's non-combatant population to use as a base for various drugs, some of which they supply to their criminal allies.
-Heavy draining can destroy the ability to feel the emotion being fed on, rendering them unable to meaningfully feel that emotion beyond the most minimal of senses. It is possible for a pony to recover from this state but it is extremely rare. -They also sometimes absorb memories attached to those emotions. In more ways than one "you are what you eat" is a very literal statement for changelings it seems.
-Heavy or prolonged draining causes heightened aggression, paranoia and depression in victims as well as the expected lethargy.
-Given a full meal (500-700 "Xox" I don't know how to translate that to calories or Moochick Units) an adult changeling can go for over a week before needing another. Ideally a changeling will get two square meals a week.
-Hatred is toxic to changelings in large doses. Thorax compared eating hatred to eating ice. Despair is also toxic but much more tolerable, he compares it to a spice. Most changelings like their love mixed with pain and sorrow for flavor.
-They can eat anger as the passion behind it can provide nourishment but they prefer to refine it for use as an explosive.
-Fear and pain are like candy to them. I can attest that whenever I stub my hoof Thorax perks up. The way he describes the hive's torture chambers is like the way a pony would describe a candy shop.
-They can eat "normal food" but receive little to no nutrition from it. Any ingested material is processed into a slime secreted from pores in their leg-holes and used as building material or as mass to aid in regeneration.
-This slime is utterly fascinating. It's natural state is a viscus goo but it is incredibly strong once adhesed to a surface that isn't a changeling carapace. When mixed with simple dirt it creates a malleable but durable building material. No matter it's state it can be manipulated by changeling magic with casual ease.
-The Collective gives every changeling a daily ration of "gruel" made of moss, fungus, leaves, tree bark, whatever meat is at hoof, (Including their own dead. Like pegasi they care nothing for their corpses) and dirt mixed in stagnant rainwater and "blood grog" a mixture of blood drained from their captives and whatever alcoholic beverages they can steal. Alcohol has no flavor to them and they can't get drunk so the only purpose of the alcohol is to preserve the blood. The only thing a changeling likes more than drinking blood grog is lighting it on fire.
-They don't need to eat or drink if they have enough love, it is healthier to do so but not necessary. Many changelings would happily go their whole lives without doing either.
-Their stomach acid is incredibly powerful. Thorax once ate a rusty doorknob on a dare (From Glass Glare. Do the crystal ponies have any hiring standards for their guards?) he hocked it up an hour later striped of rust and with the internal mechanisms melted. He apparently enjoyed the taste, I assume because the copper rust tasted like blood.
-According to Borderless' tests Thorax's jaw strength is well below what would be expected for a predator of his size that feeds on prey of our size. I assume this is because they aren't carnivores and only need to bite long enough for the venom to enter the bloodstream.
-With the exception of their fangs, changeling teeth are alarmingly weak with thin enamels and few nerve connections. I'm thankful for that last part considering that Thorax knocked them out of his own mouth for us before we could stop him and how cavity riddled they are. I must assume these are all side-effects of adapting to eat pond scum and carrion.
-In times of famine or other crises a changeling can enter a hibernative state to conserve energy.
-They rarely use love potions in their "harvesting" operations, it rarely creates real love and more often induce hatred. In addition most love potions are addictively delicious but utterly empty of nutrition to changelings. It's like soda pop but worse.

-Internal Organs

-Their bodies are filled with a blue-green blood-like substance that their organs float in. They call it ichor. It is thicker than blood as well as more magically charged and acts to supplement their nervous system. It's chemical properties are fascinating, I can see why so many ancient cure-alls wanted changeling ichor as an ingredient, although I strongly suspect none of said formulas actually work. The baldness cures certainly can be dismissed out of hoof. What a stupid reason to risk your life and attack a sentient lifeform over.
-When a changeling talks about their heart they are referring to the stomach-like organ they use for digesting love not any kind of circulatory organ. Those (they have two) are called Iknok, "Ichor movers." A changeling's heart, according to Thorax is at essence a smaller secondary brain used to store emotional energy. It can take over for minor brain functions in the event of catastrophic brain trauma. In theory a changeling can survive if it is destroyed if they are immediately given a large and constant supply of love, otherwise they will starve to death before the heart can regenerate.
-They have two small liver like organs to filter their ichor. The "Ikriki."
-They do not have bones (Thorax finds the concept repulsive) instead they have three pairs of chitin spikes inside their torso that prevent their chest cavity from collapsing under pressure and anchor nerves and muscles. One half of the pair tapers at the end to fit inside a hollow opening at the end of the other.
-Their spines ("nerve cords" as Thorax calls it) do not have any vertebrae covering them.
-There is a lump of stem cells and fat somewhere in their pelvic area. This is mostly used as material for healing injuries but can turn into reproductive organs during their mating season.
-They can hold their breath for roughly twice as long as the average pony. They are apparently able to filter smoke as well, Borderless has no idea how that would work.

-Magic

-Changelings refer to their magic as fluxfire "the primal fire of creation and passion." Thorax treats it with religious reverence and it is the center of the changeling creation myth. In their view it is the first magic created at the beginning of the universe, in turn creating all other forms of magic and matter, which are simply fluxfire that has forgotten what it is and has become "limited" as a result.
-Changelings believe they don't have souls (which he describes as a gaseous substance pervading a ponies body) but burning balls of pure fluxfire called "sparks." Anything that lacks one, which is nearly everything, is considered not alive and sub-sentient possessing no rights.
-Changeling magic is "corrosive" supposedly because of it being the root of all magic. If I were to try channeling fluxfire I could expect to slowly turn into a changeling myself. Or literally burn myself out, which rules out several experiment ideas. What a creative form of treason you considered.
-Changeling auras burn hotter than a unicorns.
-They can cast or mimic nearly every known variety of magic, struggling only with those where their hotter aura temperature would be a problem such as cryomancy or botanomancy. Relatedly Thorax displays a journeymare understanding of multiple magical disciplines, changeling education evidently favors a strong generalized education over a broad array of topics.
-They are naturals at the arts of pyromancy, umbramancy, illusion, alchemy and mind control.
-Their horns appear to have evolved to act primarily as a weapon, it can more efficiently unleash magic blasts than a unicorn's but it suffers from a lower power ceiling and difficulties maintaining their spells over long periods.
-They can enter dreams like Princess Luna, they were in fact nicknamed dream eaters in the past. Their own dreams are linked together through their empathic senses. Thorax says he has trouble getting to sleep because his dreams are empty now. He's also a bit bitter that the only reason his dreams don't get him mocked and bullied now is because nopony else can see them. I've encouraged him to talk about them with us, it perks him up a first but then the fact I wasn't actually there comes up and then he gets depressed again.

-Shapeshifting

-Changeling shapeshifting is somewhere between casting an illusion and a complete alteration of their body. They coat their body in fluxfire that they then will into the desired form.
-The disguises are nearly perfect down to the tiniest details like subcutaneous muscle twitches. Thorax took my form while Borderless performed an array of tests and only our most advanced tests noticed any differences and all but one was well within the margins for error and that one was a basic eye exam. Thorax has noted that if he had seen me without my glasses more he could have better mimicked my far-sightedness.
-Shapeshifting is instinctual, they can perform it from the moment they are ~~born~~ hatched. Thorax is unable to articulate how it works in ways that aren't foalhood nursery rhymes.
-While a disguise is active they project a "Make Prey Stupider Field," (no they don't respect us at all) if this has a less insulting name Thorax doesn't know it. In spite of the foalish name it does not effect intelligence but perception, it makes one more likely to overlook minor flaws in a changeling's disguise, to assume you're seeing things or that it isn't important. Thorax demonstrated how it worked by changing into Glitter Rain while leaving one of his wings unchanged, then approached Crystal Lance, careful to hide the unchanged wing from initial view, and had a conversation without him noticing it, despite Thorax making no other effort to hide it. Lance only noticed it after Thorax revealed the deception and explicitly pointed it out. The exact limits of this field are unknown due to the obvious difficulties in testing, changelings are taught not to rely on it. I find it ironic that they could improve this ability only with the willing help of the very prey they want to use it on. How fortunate then that we will be doing no such thing.
-They have trouble mimicking eyes, a lot of little details that we subconsciously pay a lot of attention to. Spies carry hoof mirrors to help them with this. As an added bonus these mirrors can be enchanted for use as communication devices.
-They can mimic voices and sounds even without shapeshifting. They appear to have both a set of vocal chords and a syrinx (the vocal organ found in songbirds). They can produce sounds outside of a ponies range of hearing easily and even produce multiple sounds at the same time.
-There is no technical limit on how large or small they can shift but past a point it becomes painful to maintain. They can alter their mass to a limited degree but that only goes so far.
-Changelings can merge their fluxfire shells together to form larger disguises. This also connects their minds and as such requires intense discipline and trust among the group trying it.
-Their disguises can be disrupted by water or loss of consciousness. Before we go hitting everypony with buckets of water, Thorax was quick to note that these weaknesses can be overcome with training and doing so is a minimum requirement for a dedicated spy. It costs more energy to make lasting or waterproof disguises so they don't always do it but we can't rely on them being lazy, can we?
-As proven by "Crystal Hoof" they don't need a real pony to mimic for their disguises. This is a more advanced skill but not hard to do apparently. It is more likely to have minor flaws however.
-Removing part of a disguise, a hat, coat, etc, does not hurt a changeling but it will dissipate shortly after unless the changeling puts conscious effort into maintaining it or spent the energy to physically conjure the item.
-They can mimic even complicated machinery as long as it's large enough to hide within. A skilled enough changeling could even mimic it's function through their magic.

-Reproduction and Lifecycle

-I will never reveal how this came up in conversation! Not to Borderless! Not to Starlight! Not to anypony! Not ever!
-Contrary to popular belief changelings are not eusocial like a bee hive, although they style themselves as such. The Queen is simply their ruler, not the primary source of new changelings. She apparently hasn't been involved in mating for a least several hundred years, presumably to avoid inbreeding as it is taken as a given that all changelings are related to her at this point.
-Changeling mating season roughly follows our own but can be triggered by an abundance of love. They generally have two a year, one after Heat Time in the late spring/early summer and the other in winter presumably to take advantage of the holiday season, but can have as many as four in a year if love is plentiful or none if a famine hits.
-From the subject's descriptions their mating season is essentially ours taken to the limit. When it hits they lose control of themselves and when it is over they never want to think about again.
-Not all changelings feel the mating impulse during heat time. (The lucky dogs) Whether or not a changeling mates is believed to be decided by a sort of collective subconscious. The changeling dislike of thinking about mating means their understanding of this pseudo hive mind is as much superstition as science. They have deduced patterns but do not have a complete understanding of it.
-Depending on the time of year or your definition changelings either have five sexes or zero. They are not permanent, a changeling that was male one season can be female the next.
-Most of the year changelings have no reproductive organs and only develop them during estrus ("itches") and reabsorbs them afterword. ("itches less, still hurts") This happens over a two week period. Both ways.
-Generally only 10% of the adult population become male or female during this period.
-As they develop the new males and females release pheromones announcing their status and attracting each other as well as up to a third of the remaining adult population. These are considered "protectors" and become more alert and aggressive as well as compassionate to other changelings. They, as the name implies, protect the breeders while they are vulnerable.
-The remainder are considered "avoiders" and flee the scent. This is to avoid having too much of the changeling population concentrated in one place. They are known to become more craven and callous. Historically they are primarily made up of those who already took part previously and are currently raising young.
-The fifth is simply those who are so isolated from the broader population that they never feel the mating impulse or smell the pheromones and undergo no changes. They don't seem to have a name and are considered more a subgroup of the avoiders than a proper sex.
-When a critical mass of breeders gather in one place, as their instincts and pheromones dictate, they (I can only be blunt about this) engage in an orgy until they pass out.
-They have no real memory of this. Or the following and preceding days. I assume due to all the hormones they don't normally have flooding their system.
-In the past, before Chrysalis founded the Collective, they would form packs in the aftermath. Generally this centered around 1-3 pregnant females and 2-20 others (there is no pattern to the makeup of these packs beyond an ability to get along with each other. If the father is among them it is by sheer coincidence, they have no method of, or interest in, determining who fertilized which egg clutch) and head off to find a safe, love filled area to lay the eggs. This is believed to be where and when the earliest changeling governments formed.
-The preferred egg-laying locations are damp, dark and warm as well as reasonably close to a settlement to feed on. Nowadays they have a dedicated nursery facility but in the past they would use caves and hollow logs in swamps.
-After a half-year long pregnancy the changeling mother lays roughly 30 eggs. Up to half of these will be unfertilized eggs that will be arranged outside the main clutch as decoys. As the yoke inside rots the decoy egg the built up gases cause it to expand to match the growth of the real ones.
-A clutch refers to the eggs laid by one mother. A brood refers to all eggs laid in a generation. The term clutch-sibling is used to refer to their closest relatives, Since changelings have a dozen immediate relatives and are encouraged to see every changeling as part of their family that means more to them than it would to a pony.
-Changelings are a metamorphic species that undergoes several drastic changes through it's life. From egg to larva to pupa to nymph and finally adult.
-After a year the eggs hatch into milky white, rear-legless larva. They primarily feed on their parents and dead rodents. Changelings can shapeshift even as larva although only into rocks and other small objects. The decoy eggs are disposed of by smashing them in front of the freshly hatched larva while yelling at them for failing to hatch. This is done to "instill a fear of failure into them at a young age." The lie is exposed during their sex ed classes years later. They are told a horrific lie and then expected to praise the ones who told it. I can't even begin to understand how a parent can pretend to kill an infant and live with themselves.
-After two years a larva forms a cocoon around itself and becomes a pupa. They should ideally be the size of a stallion's cannon at this point. The cocoon is camouflaged to the environment around it, this is it's main defense as it doesn't fully harden until the last month of pupation when the changeling inside has stopped growing. They hatch in a year or so.
-The newly hatched nymphs resemble foal sized changelings and cannot truly fly as the wings will have not hardened until their final molt which takes four to five years.
-A changeling is physically an adult in 10 years after their egg is laid and are legally when they graduate from the nursery hive's education system. This usually takes 2-3 years. Thorax is 20.
-They are not allowed to leave the nursery until adulthood? What in Tartarus? "Protecting the younglings is the collective's greatest responsibility. No threats are tolerated. Monoform or changeling, adult or youngling" he says, I say they're raised in a prison!
-Buck! I just noticed he never mentioned parents in his description of modern changeling society, only the past. They are raised by "caretakers" a full-time caste of nurses, teachers and guards. The mother never sees her eggs again after laying them and they are raised to see Chrysalis as their mother and every other changeling as their sibling. One big happy family. I feel sick just hearing it.
-The changeling conception of gender is completely unmoored from sex and is a relatively recent addition to their culture added to make infiltration easier. Voice is the deciding factor for gender, deep voices are male, lighter ones female.
-Changelings are capable of crossbreeding with other creatures, including ponies. They call them halflings and it can happen either from an isolated breeder unable to reach a gathering spot in time or a pony stumbling across the mating grounds and entering the collective heat, from having "too good a disguise" or, rarely, from ponies trying to study and use changeling magic without proper safety measures.
-Regardless of their origins halflings are accepted as changelings with all the rights and responsibilities that entails. Mostly responsibilities.
-The Changeling Queen can turn non-changelings into changelings. "Adoption" as Thorax called it apparently involves Chrysalis touching their soul and injecting it with fluxfire and then sticking them in a cocoon to protect their changing bodies. Supposedly it can only be done to willing subjects but Thorax is doubtful of that, who could look into Chrysalis' heart and like what they saw?
-Halflings can't be turned into full changelings, the not-changeling half is too resistant to changeling magic for it to work.

-Hygiene and Medicine

-Changeling doctors do not operate under the Hippocratic Oath. In fact sadism is encouraged and the fields of medicine and torture are considered interchangeable. Doctor Borderless spent more than an hour ranting about that, I haven't seen her this mad since she learned the crystal ponies still practice gelding.
-A factor in this might be their resistance to sedatives and anesthetics, the few that safely and reliably work are hard to manufacture leaving most injured changelings facing surgery with two choices: bite down on something or take a blow to the head. If they get to choose.
-Thankfully they rarely need surgery as they posses a frankly frightening regenerative ability. According to Thorax a limb can be replaced within a day and even decapitation is not inherently fatal if the head is immediately reconnected to the body.
-Changeling first aid is simply making sure the injured have enough energy to heal and no foreign objects obstruct the wound or get inside them.
-Dental hygiene appears to be treated as an afterthought and is primarily focused on maintaining their fangs. Thorax's front teeth are reasonably clean but the rear ones are coated in tartar and plaque. Damage to their fangs and venom sacs is the most common reason for a changeling to need surgery.
-The average lifespan for a changeling is 120 years.
-Changelings clean themselves by shapeshifting, an act that rapidly heats their body. The sudden, violent rearranging of their bodies prevent diseases from getting a hoofhold in their body. This causes a build up of char on their body. Most don't consider that a problem, they like smelling like charcoal, and simply chip off any excess that gets in the way. For more thorough cleaning they bath in boiling acid. (the boiling probably isn't necessary but the concept of bathing in not-boiling liquids baffled Thorax, it's apparently the only way to get a changeling to consider going near any body of liquid bigger than a puddle)
-Ugh, when Cadance learned how changelings bathed she ordered the crystal ponies to find a supply of acid for him. Nice idea right? Well along comes Jet Set to offer them hundreds of barrels of acidic waste from his factories. If Flash Sentry and Red Ink hadn't put a stop to it the Crystal Empire would be storing Jet Set Aeronautic's toxic garbage and paying them for the privilege. Not that Jet Set minded at that point since the contract she'd already signed gave him thousands of bits if they reneged on their part of the deal. Got them coming and going and walked away with nothing but pure profit. I almost admire him.
-Because they differ from other lifeforms so drastically changelings are immune to most non-magical diseases and parasites. They are conversely vulnerable to known magical aliments like Horn Rot and Dead Mana Disease as well as uniquely changeling diseases.
-"The Giggles" A psychically transmitted compulsive laughing fit. It is believed to be contracted by eating the awkward laughter you give at a bad joke. Non-fatal on it's own but the sudden fits can hit at any time potentially causing injury. It generally fades within a day or two.
-"Heartburn" For changelings that refers not to acid reflux but to the changeling analog to Spontaneous Equine Combustion. It is always fatal and they have no idea what causes it or how to cure it. The obvious idea to cure it (apply ice to lower the runaway body temperature) is considered worse, so they have no means to lower the temperature. Unhelpfully they also regard burning to death as a noble way to die. (I'm sensing a problem with the concept of Pony-Changeling peace...) You don't say.
-"Chit-mites" Chitin eating parasites similar to ticks. The most common nuisance to a changeling.
-"Phase Leeches" Leeches that can move through solid matter to get to a changeling's ichor. Currently believed extinct by changeling authorities but they've said that many times in the past. A species that can become intangible is unsurprisingly hard to wipe out.
-"Drillsquitoes" Mosquitoes with drill probosces adapted to drink the blood of large exoskeletal or scaled creatures like changelings and dragons.
-"Extreme Cold" Changelings are acutely vulnerable to frostbite and hypothermia. I think. They hate the concept of cold so much I can't tell if his rants about it's dangers are about real things it can do to them or not. Apparently it can turn them into zombies than "mindlessly destroy all that is good in the world." No, I don't know how that would be distinct from their normal behavior.
-"Shell-Chewer Worms" Worms that chew on changeling shells. The name says it all. What do you want from me?
-"Form-Lock" When a changeling is unable to shapeshift or trapped in a disguise. Technically a symptom not a disease, lots of things can cause it but it is usually associated with senility and old age.
-"Open Mind Disease" A condition that causes a changeling's empathic senses to overload. Either broadcasting their thoughts to every changeling around them uncontrollably or, more commonly, hear every thought and feeling around them without any filter. Some changelings are born with this condition as a side effect of having stronger than normal mental powers. There is no cure other than permanently cutting off their powers although it can be mitigated through specialized headwear.
-"Reskren to'non" The best translation for this aliment's name is "the chaos born of a well feed heart." When a changeling feeds they can obtain the memories and tics of their victim, normally this is harmless (for the changeling obviously, that level of draining is rarely pleasant for the pony) but in rare cases it can lead to an identity crisis. One of the Queen's elite, a changeling named Sour Sweet, seems to suffer from a form of this, constantly switching between a kind pony-like tone and seething rage at everything around her.
-"Scripnel'kik" (Sharpshot's Ailment) A verbal tic that causes a changeling to repeat the end of their sentences, sentences. Some are born with it but it is most often caused by getting struck by lightning, lightning. Sufferers are useless for infiltration but apparently develop improved horn-eye coordination, making them favored as snipers, snipers. Cute.
-The myths that changelings are allergic to garlic, mustard or roses are just that nor are they hurt by the tolling of silver bells or rooster crows. Wooden stakes will not piece their carapaces even if made from ancient oak, iron and silver ones will because they are metal not because they have any special vulnerability to them. Not even cold iron. They don't need permission to enter your home, they simply prefer not to leave signs of a break-in and find tricking ponies to be more fun. They aren't repelled by any holy symbols, at least that they know of. They can cross salt and running water. They don't like being near running water but that won't stop them from crossing it to get at their prey. They aren't repulsed by their reflection, which they have, if anything they love looking at their reflections. Thorax has no idea where the notion they don't have reflections came from.

-Miscellaneous

-A small group of changelings is called a pack. A large group of them is called a swarm.
-They are pack creatures and get very uncomfortable when alone. I'll be blunt Thorax can get annoyingly clingy at times. I'm sorry that's mean, I'm just not a very social pony. It's a shame the only pony around here who seems to understand my "leave me alone to think attitude" is Flash Sentry. He's good conversation but his hobbies are songwriting and plotting to murder the entire Imperial Family. Are they hobbies when you get paid for it?
-They are unnervingly obsessed with fire in a way that seems, for lack of a better term, primal. At dinner Thorax just stares at the candles muttering what I think are prayers. He was so happy when Cadance gave him the titles of Imperial Falotier and Imperial Bougeior, now he can set fires everyday without anypony getting mad. Except the Lords Carnelian and Tourmaline whose relatives had held those titles. And the rest of the Noble Houses of Precious Stones who hated seeing a foreign commoner get two Imperial titles. I wish she and Shining would think before they do things. Or at all. I wish they'd stop doing things.
-This is paired with a violent hatred of all things cold. When Ruby Polish bought him an ice cream cone he blasted her with magic and hid in his closet screaming about "Indigo"(Chrysalis' favorite assassin apparently) finally coming to get him and how horrible his looming death would be. I have spent days on end explaining that cold things aren't inherently evil and he still doesn't seem to entirely understand.
-I still don't know how their hole-riddled wings can fly but having seen Thorax's in action I can only say that they work very well. The test races with the crystal pegasi confirm the military accounts of their flying abilities. They can't fly as high or fast as a pegasus but are far more maneuverable.
-While only having one test subject isn't very scientific and the relatively short gaps between testing weren't wholly ethical I still feel I've conducted a thorough series of tests on the effectiveness of various potions and chemicals on a changeling. Ingested potions did little beyond discoloring his teeth and giving a stomachache, only ones that effect the mouth directly worked as intended. Injection was a nonstarter, there are few areas a needle can hope to pierce and they don't have bloodstreams to circulate it anyway. Potions meant to be used as balms or body paint were very hit-or-miss, they're made to be used on skin and fur not chitin.
-I've used every lie-detector spell, truth serum and honesty charm I can think of on him, in every possible combination, none worked. The closest, using some of the strongest on record all at once, just made him speak gibberish for a few minutes and didn't work at all after the first use. Changelings cannot be compelled to tell the truth.
-They, or at least Thorax, are heavy sleepers. He's turned his bed into a cocoon-like nest of torn mattress and slime. Their sleep cycle appears to naturally be catlike, frequent light naps and a leaning towards the nocturnal. Do not startle a sleeping changeling!
-Contented changelings make a weird sort of clicky-purring sound. It's adorable. On that we agree.
-From Thorax's descriptions changeling society seems to be overrun with psychopaths. Did Chrysalis create this or is that their nature? Does it matter?
-I have every reason to believe that Thorax is the most honest changeling alive and the choice to set out on his own makes him incredibly brave. He jumps at every sound and lies compulsively. What are the rest of them like? You know what they're like, don't be naive. Do you think a speech is going to make them all nice nice?
-It is unclear how much of this applies to Chrysalis. Her medical records are classified at a level far above what Thorax could have accessed.