Changelings really knew how to throw a party.
Starlight panted as she climbed up the steps to the garden terrace at the top of the hive’s spire, away from the raucous cheering and singing echoing up from the main cavern below. She’d left Trixie in a snoozing heap on one of the spongy couches, and Thorax was somewhere in the nectar repositories entertaining the rest of his subjects.
It was just as well that they’d agreed to spend the night in the hive. Starlight’s belly felt comfortably bloated from stuffing herself with bizarre but tasty food – most of which she couldn’t even remember the taste of, save that they were mostly either spongy or slimy – and she felt a pleasant tingling in her head and extremities. They stood absolutely no chance of making it back home safely in their current states, especially considering the fact that the sun had gone down ages ago.
Upon reaching the top, she found Pharynx perched at the edge of the precipice overlooking the Badlands. His carapace had a glittery, iridescent sheen in the moonlight; parts of him almost looked like a patch of the clear, starry sky above. He neither moved nor made a sound as he gazed at the land below.
A stiff breeze blew Starlight’s mane back as she trotted over to him, and she caught a whiff of some fragrant night flowers when she pushed past a patch of shrubs. Some of them had shredded leaves and snapped branches from Pharynx’s roughhousing earlier that day.
“Enjoying the scenery?” she asked as she stopped by his side and sat on her haunches. “The view’s great up here.”
Pharynx glanced at her and raised an eye ridge. “Umm, no. Definitely not.”
“Then what are you—”
“Planning our defences. Now that Thorax’s finally put me back in charge of important stuff, I need to get the hive combat-ready again. Our standards have really dropped. It’s unbelievable.” He shook his head and swept his hoof in a wide arc at the lush greenery below. “Look at all that cover. We could have enemies advancing on our burrows right now, and we won’t see them until it’s too late. I’m getting a team to clear it out first thing in the morning, maybe replace them with some good old stranglethorn vines in the choke points after that...”
Starlight blinked a couple of times, then raised a foreleg. “Uh, but didn’t you guys agree to—”
“Yeah, yeah.” Pharynx rolled his eyes waved a hoof dismissively. “There’ll still be room for pretty gardens on the upper levels and living quarters. I just don’t want them where they’re going to make my job harder.”
“I see. I guess it’s a fair compromise.”
“Heh, if you think they’ll find that upsetting, just wait till I tell them about the new training regimen.” He rubbed his hooves together gleefully and let loose a raspy chuckle that reminded Starlight a little too much of Chrysalis. “I’ll get at least half of us back into fighting form if it’s the last thing I do. We’ll need everyone pulling their weight when quarray eel mating season arrives.”
Starlight had no idea how those overgrown snakes came into the picture, but she decided not to press for details. Instead, she turned her eyes skyward and watched the stars for a while. Pharynx seemed content enough to just sit with her in silence. At least, it seemed that way, until she noticed the way he kept sneaking pensive glances at his hooves every now and then. The way his chest slowly swelled and suddenly shrank back with each breath. The way his ears twitched whenever he frowned ever so slightly…
She’d spent enough time around Twilight to recognise a few warning signs.
Eventually, Starlight broke the silence with a sigh. “So, about what happened today…”
“A lot of stuff happened today.”
“Right. I meant, specifically the part where I said you were a lost cause.” She shuffled her hooves and chuckled nervously. “I—I never really apologised properly for that, so… yeah. I’m sorry for not believing in you.”
“Don’t be. I wouldn’t.”
Starlight blinked. “Uh, what?”
“I would’ve said the same thing.” He then rubbed his chin and shook his head. “Actually, no, I would’ve been way more efficient about it and simply kicked me out myself. It was really sad that no one had the guts to do it. Losers who didn’t fall in line got kicked out all the time when Mother was in charge – it made running things much smoother.”
“Still, I should apologise.”
He tilted his head frowned. “Why? You had the right attitude.”
“Oh, you’re thinking about that.” Starlight scratched her mane and bit her lip whilst she racked her brain for an appropriate answer. “Well… sometimes, it’s not about who’s right or wrong. I mean, sometimes, feelings are just as important as the outcome, and I’m worried that you were hurt by my remarks. I’m sorry for hurting your feelings.”
Pharynx sniggered. “Oh, please. As if that could ever hurt me. You don’t know half the things Mother called me when I was in training. My favourite memory’s when I graduated from ‘worthless grub’ to ‘spineless weakling’. That was fun.”
Starlight felt her jaw drop.
“Besides, I’m just one changeling. My feelings don’t matter.”
“That’s not true.”
“Yes, it is. The swarm comes first. Always.”
“Maybe, but…” Starlight sucked in a deep breath and let it whoosh out. “Look at it this way: you’re in charge now, and Thorax needs you on the job at full capacity. If you’re hurting on the inside, you’re not working at full capacity, which means the swarm is still losing out in the end. You owe it to the hive to keep a clear head.”
Pharynx squinted at her for a moment, like a full-grown dragon eyeing a pony that had the audacity to buck it on the snout. Somehow, his voiced dropped even lower, and his eyes turned all dark and icy when he growled, “Are you saying that I’m slacking off?”
Starlight gulped and shrank back from his predatory glare. A moment later, she put on a sheepish grin and held up forelegs in a placating gesture. “No, what I’m trying to say is that you’re not recognising the problem.”
“And what is that?”
“You tell me.” She shrugged. “I thought it was because I’d hurt your feelings, but apparently that’s not the case.”
He snorted. “And what makes you so sure you’re not wrong about this too?”
“You’re brooding.”
Pharynx frowned at her for an uncomfortably long moment. “You do know that I’m a male, right?”
“What? What does that have to do with—” She blinked a couple of times, then facehoofed. “Ugh, I meant brooding as in being all gloomy and thoughtful. Nopony broods at the top of a fortress just for the heck of it and—yes, I know you’re not a pony either, but my point is that it’s not normal behaviour for a well-adjusted person. Something’s eating at you, that much I can tell.”
He stared at her for another moment or two, then averted his eyes and muttered, “It’s stupid.”
“Maybe, maybe not. But talking about it might help?”
He didn’t answer, and the silence stretched until Starlight though that he might need a little more time alone to—
“I looked better with holes…” he whispered.
Starlight perked her ears and leaned closer. “Didn’t catch that.”
“I used to look intimidating.”
“Umm…” Starlight flicked her eyes up to his curved, serrated horns, then down to his dark teal legs. He didn’t look very far off from the type of monster that’d come out of the shadows at night, the kind that mothers used to scare naughty foals into bed. “I’m pretty sure you’re still kind of intimidating.”
“Kind of is not the same as totally!” he snapped. His wings buzzed like an angry hornet’s as he ground his teeth and hissed. “I want my fangs back. Black and dark red are the best colours. This silly tail isn’t anywhere near as sharp and sleek as my old one, and I don’t even have my awesome spinal crest anymore!”
At that last word, he stomped a hoof on the ground, hard enough that the impact echoed within the walls of the terrace. Starlight stared at the cracks spidering out from underneath his hoof for several seconds before she met his purple eyes once more. They glowed faintly in the darkness.
“Wow. I mean, I’m sorry.” Gingerly, she put a hoof on his shoulder and continued, “I didn’t think you were this unhappy about your transformation.”
He shied away from her touch and grunted. “I’m not totally unhappy; I think I still came out ahead with what I got. I’m stronger and faster now, and at least I don’t look like a fruit salad, but it’s just not the same!”
“But you’re a shapeshifter. Can’t you just turn back into your old self?”
Slowly, he turned his head back and locked eyes with her. Starlight suddenly realised how easily he towered over her, even when sitting down. His curved horns just so happened to frame the moon in the space between their razor-sharp tips, giving his silhouette the impression of some sinister wizard’s tower, just waiting to strike a hapless victim with a lightning bolt.
She almost cowered under his withering gaze, but she held her ground. Inwardly, however, she wondered if she’d accidentally said something that changelings found incredibly offensive.
After maybe a minute, Pharynx harrumphed and growled, “You ponies really don’t understand.”
“Then help me understand,” she retorted with a frown. “From where I’m standing, this looks like a problem with a really easy solution.”
“Fine.”
Pharynx vanished in a burst of greenish-blue flame. When the flames died down, Starlight saw a perfect copy of herself sitting by her side.
“When everyone can look like anyone…” he said with her voice.
Another flash of fire.
“The only appearance worth anything…” said Not-Trixie.
Flames consumed him again.
“Is the one you hatched with,” he finished as his old black, purple and red self. “The one that’s truly yours and no one else’s.”
Starlight blinked. “Wait a minute. Is it really that special?”
“What?”
Biting her lip, Starlight wondered if she was just about to make another massive blunder with her mouth, but she decided to push ahead. Better to get it out in the open than bumble around until she or somepony else made a real faux pas in public. At least Pharynx seemed like the kind of guy who wouldn’t care too much about social etiquette.
“I mean, help me out here. You talk as if your birth form is unique, and I can see that it’s probably true in your case, but I don’t remember seeing a whole lot of, uh…” – here, he gestured vaguely with a hoof in the air – “individuality amongst the changelings we encountered when Thorax helped us infiltrate the hive.”
“How predictable. You ponies just don’t know what to look at.” He grinned and stretched out a holey foreleg. “This one’s mine…”
Greenish-blue fire washed over his leg.
“And this is Thorax’s old one,” he finished. “Totally different. See?”
Starlight stared at his foreleg. “Uh…”
“If you’re counting holes, you’re doing it wrong,” Pharynx deadpanned.
After shooting him an annoyed frown, she forced herself to concentrate on the details. Sure, the black chitin looked identical in hue and texture, but when he swapped them around a couple more times to give her another chance, she realised that the holes had distinct patterns in size and arrangement.
Nodding, she smiled and said, “Yeah, I think I can see the difference now.”
Pharynx’s grin widened. “Hah, trick question! Both were mine all along. See how easy it is to fool you? No wonder you guys got lost so easily in the hive. Hee hee!”
“Wait, what?” Starlight flicked her gaze back and forth between his leg and his face several times before she settled on grumbling to herself. “Well, you can’t blame me for not getting this right away. You changelings all look so much ali—”
Oh.
Her words trailed off as she stared into space.
Pharynx waved a hoof in front of her muzzle. “You in there? You look like someone just sucked your brain dry.”
Starlight winced when she felt her cheeks reddening. “No, I just had an epiphany. I think I now understand how Ember felt. She had trouble telling ponies apart.”
“Who’s Ember?”
“A dragon. You’d probably get along with her pretty well.”
“Really?” He grinned toothily. “What’s she like? I’ve never fought a dragon before.”
Starlight opened her mouth, then closed it. A scene played out in her mind, of Ember and his monstrous combat form clashing in the middle of a fiery crater, and murmured, “Come to think of it, she’d probably jump at the chance to fight you, too…”
“What was that?”
“Nothing. We’re getting off-topic.” She shook her head and gestured at his body. “We were talking about your natural form. I get that it’s yours and all that, but how personal can it be when every changeling can look exactly like you whenever they want to? They can do that, right?”
“Sure they can. But they’ll burn energy just to maintain it, and that’s a stupid waste. They can’t hold onto it forever, and anyone dumb enough to try it is an idiot not worth keeping around. Your natural form is the one form that no one can ever take away from you, the one form that you know will always be there, underneath whosever’s skin you’re wearing for the day.”
Pharynx raised his foreleg and inspected it like a museum curator would an antique.
“I have many forms, but this one is mine,” he intoned, thumping himself on the chest.
In the next moment, his ears drooped, he hung his head as he transformed back into the taller, glossier version of himself. “Until now, anyway. The others might be happy with their prettier colours, but… I lost what was mine, and I can’t get it back. I don’t know if I’ll ever like the new one as much as they do.”
Starlight found that she couldn’t meet his eyes.
Instead, she pawed at the ground and murmured, “I… I’m sorry. I had no idea.”
“You ever lost something like that?”
In an instant, Starlight saw a flash of Twilight and her friends surrounded by the citizens of Our Town, triumphantly cheering as their cutie marks flew and whizzed back onto their flanks whilst she watched, helpless, as her entire life’s work went flowing into the gutter. Years of research, hard labour and sleepless nights undone in an instant…
She heard a scraping noise coming from somewhere on the ground, and when she looked down, she found herself grinding her hoof against rock.
After taking a deep breath, she forced her leg to relax and exhaled. “Yeah, I have. But I got over it.”
Pharynx eyed her for a while, then looked away and scuffed the ground with a hoof, frowning. He remained pensive for several minutes whilst she waited silently, until he eventually sighed and gave her a firm nod.
“Yeah. I guess I’ll have to get over it, too,” he said. The corners of his mouth then curled upwards as he added, “I was wrong about you. You really do understand me.”
She returned his smile. “Not such a loser after all, huh?”
“What? No, you totally are a loser.”
Starlight sputtered and opened her mouth to protest, but before she could get a word out, he chuckled and continued, “And so am I. You totally get me because we’re both losers! I just couldn’t admit it until now.”
“Uh…” She really needed to stop acting like a landed fish around him…
“But you know what? Losing means getting better and stronger once you’ve gotten over your stupid boo-boos. You look like you’ve done it before,” – here, he raised a hoof in the air and shook it – “and I sure as grub am not going to let a pony one-up me like that!”
“Wow.” Starlight whistled softly. “That’s… that’s a surprisingly uplifting, in a roundabout way. I like it.”
“Of course. It’s what we do. We’re the best kind of loser.”
“I guess we are.”
“Yeah…”
The chilly breeze carried their words away into the night as they both turned their gazes to the peaceful, moonlight-drenched landscape below. Save for the presence of jagged tors in between the broad basins, the dense trees and shrubs would’ve made it difficult to distinguish the new not-so-Badlands from the rest of Equestria.
Starlight shifted a little closer and briefly considered giving him a hug, since the momentary silence felt like an appropriate opening that Twilight would’ve exploited for some friendship points. But then again, Pharynx would probably interpret it as a sneak attack and flatten her, so she retreated out of his personal space and kept her hooves firmly to herself.
Inwardly, though, she couldn’t help smiling at the mental image of Pharynx pummelling Twilight and immediately felt guilty about it. Just a little. Pinkie Pie was probably the only one who could get away with hugging Pharynx and survive the aftermath.
They sat in companionable silence for quite some time – long enough for the moon to noticeably change position in the sky. By then, even the distant chatter of the party had died down, and practically all of the lights had gone out. The sky was pitch-black. Only the stars and moon remained.
Starlight yawned and shook her head to clear it. Despite her tiredness, she didn’t quite feel like sleeping yet. Too many things going on in her head. Also, something she’d eaten had caught up to her and made her feel a bit off-kilter. Probably the fermented nectar she’d tried…
“Can I ask you something?” she murmured.
“Yeah?”
“I was wondering…” She paused for a moment to gather her thoughts. Something about diplomacy and all that, but then she decided she was too tired to go with anything other than the direct route. “If you liked the old ways so much, then why didn’t you escape with Chrysalis?”
“I serve the hive, not the queen.” He chuckled and stared into the distance, as if recalling a distant memory. “Call me a stupid grub, but I always found it funny whenever she lost her temper after failing to make me prioritise her over everyone else. It’s hilarious. Thorax and I are the best shapeshifters in the hive, bred to be the ultimate hunter and warrior, and somehow we both managed to become her biggest disappointments in different ways.”
Starlight took a moment to digest all of that, then smiled. “You really do care about him, huh? Thorax told us about how you always kept him safe when you were nymphs. Wish I had somepony like you when I was—”
“Hey, hey, watch your mouth,” he growled, waggling a hoof at her. “Those guys were going to beat him up, and only I get to do that. Pecking order.”
“Dress it up however you want, but I’ve got you all figured out. Underneath that hardflank attitude, you’re actually really sentimental and sweet, in your own way.” She winked at him and added, “Don’t worry. Your secret is safe with me.”
Pharynx narrowed his eyes. “Are you calling me soft?”
Starlight smirked as she leaned closer and whispered, “As a marshmallow, tough guy.”
“Come here!”
She squealed when he lunged and grabbed her, and for a moment, she thought he was going to stuff her into a cocoon. But her panic vanished when he growled playfully and mussed up her mane with a hoof. She then giggled and wobbled off to the side when he released her. The world swayed with her every move, and she eventually flopped onto her back and stared at the stars.
His grinning face loomed over her. “Consider that your initiation, honorary brood-mate. Next time, I’m sending you straight to the infirmary.”
Starlight snorted and mock-saluted him. “Yes sir.”
Pharynx’s grin softened, and he then lay on the ground beside her with a sigh. “Thanks, by the way. I still would’ve sorted this out without you, but you made it go way faster than I could’ve by myself."
She rolled her eyes. “Your complimenting skills need work.”
“Never claimed otherwise,” he answered with a shrug. “Know what I’m good at? Stories. Want to hear another?”
She turned to him and raised an eyebrow. “Do I have a choice?”
“Well… No, but I’m being nice to you.”
Starlight huffed and wiggled around until she found a nice patch of moss and leaves to lie on. Once she’d settled herself, she motioned with a hoof for him to proceed. “Begin whenever. I’m all nice and comfy.”
“You’ll like this one, I promise!” He cackled like an evil sorcerer. “There was this idiot that we exiled because we caught her smuggling contraband into the hive. Threw her out myself! She really couldn’t stop sticking her muzzle into those ridiculous Daring Do books…”
With a sigh, Starlight closed her eyes and allowed his gruff voice to carry her imagination away.
Author's Note
Pharynx needs his own character tag, stat!
Also, Starynx. 
The previous cover art was meant to be a placeholder until I could get permission to use the current one. It can still be found on https://derpibooru.org/1527784
