Chrysalis's Revenge

by DragonGeek

Rating: everyone
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Romance, Changelings, Comedy, Queen Chrysalis, Starlight Glimmer, Adventure, Main 6
Length: 7801

Chrysalis lost most of the changelings, but not all. With those that remain, she begins her revenge.

Starlight, Thorax, and their friends infiltrated the Hive and turned the changelings away from Chrysalis. But not every changeling was at the Hive. Twelve changelings were on the mission of infiltration. Twelve changelings remain loyal to Chrysalis.

Twelve changelings isn't a lot for getting revenge on Starlight Glimmer, and maybe conquering Equestria along the way. But Chrysalis has always been able to adapt.

Hopefully Starlight and her friends can too.

Published 2017-12-30 21:00:06 UTC
Last updated 2018-01-03 17:46:28 UTC

Prologue

Princess Cadence soared over the changeling kingdom, wings beating rapidly. Her eyes scanned the ground for any movement; her multicolored mane waved behind her in the wind. She took deep breaths, relishing the speed and the wind in her face, but her eyes never stopped moving, never stopped searching.

There. A black dot moved along the ground far below her, almost as fast as she herself was. She glanced around quickly, making sure that nopony else was anywhere nearby. Then she dove. The black dot began to resolve into a larger shape, that of Queen Chrysalis. Cadence's shape dissolved in green flames as she plummeted, gaining speed, and by the time she reached the ground, she was an ordinary drone, bowing before her queen.

"Elytra," Chrysalis hissed. "Excellent. Love first, then we talk."

Elytra nodded and released half of the love she'd gathered in the Empire into the air. She was allowed to keep half of it for herself, but she wished she could keep it all. It felt so wonderful inside, like a warm glow, and the Crystal Empire had been so rich with love! For a while, she'd almost felt full.

Still, rules were rules, and she felt that warm, full feeling slip away as Chrysalis drank her share. "Ahh," the queen sighed. "I haven't had a meal that good in ages."

Elyra grinned proudly. Cadence was the absolute best pony to replace. She'd probably brought back more love than the rest of the changelings combined! Maybe this meant she would finally be considered the best infiltrator in the Hive, instead of second-best. She'd been dying to edge out that brown-noser Carapace for ages.

"Now," Chrysalis said. "Where are the others? Aphid and Carapace?"

Elytra brandished her wings. "They're coming, they're just not as fast as me."

"You mean you left them behind?" Chrysalis whispered, her voice dangerously low. "You left them behind?"

Elytra stepped back. She'd expected praise for being the fastest, for returning so soon after the queen's summons. "I-"

"You IDIOT!" Chrysalis burst out, and Elytra flinched. "We're in serious danger right now! Carapace is the top infiltrator in the Hive. We need him more than ever. You should have stayed with him! You should have kept him safe!'

"Your message said to come as fast as I could," Elytra argued sullenly. "I only did what you asked."

Chrysalis scoffed. "Do better next time."

"Yes, your majesty." Inwardly, Elytra groaned. What would it take for Chrysalis to acknowledge a job well done? She'd successfully kidnapped Cadence, and played her part incredibly well. Nopony ever suspected a thing, despite how often Cadence was in the public eye. She'd brought the queen far more love than anyling else would've had, and she was the first one to reach her side, despite the fact that the Crystal Empire was farther away from the Hive than almost anywhere else. "Your majesty?" Elytra asked tentatively. "If you don't mind me asking... what happened?"

Chrysalis whirled angrily. "THAT TRAITOR THORAX HAPPENED!" she shouted. Elytra hid her smile. It was easy to distract the queen from anger at an underling if they could just get her in a ranting mood at something else. "He and that wretch Starlight Glimmer broke into my Hive, rescued everypony, and stole the loyalties of everyling inside!"

Elytra winced. That was a huge blow to Chrysalis and the Hive. "What are you going to do?" she asked cautiously. It was a bit of a gamble; if Chrysalis didn't yet have her next move decided, she might shout at Elytra again for bringing the fact to light, but if she did, Elytra needed to know it so she could prepare. "Do you have a plan?"

Chrysalis smiled, and Elytra relaxed. "Of course I have a plan, Elytra. The thing that matters most to Starlight Glimmer is her friends; I'll tear them apart from the inside. Then I'll destroy Starlight Glimmer herself. Who knows? Perhaps I'll even have time to conquer Equestria while I'm at it."

Chapter 1: Planting Seeds of Doubt

Rainbow Dash left a streak of color behind her as she darted along the street, screeching to a halt directly in front of Starlight. "Starlight!" she shouted. "I saw a changeling! Not one of the new ones, either, he was all black with the holes in his legs." She paused. "Wait, are you really Starlight? Quick, what's your favorite color?"

"It's blue. Wait, do you even know my favorite color? I don't think it ever came up."

Rainbow shrugged. "Yeah, we talked about it that one time. You know, with the- the stuff- argh." She facehooved. "You know when you just can't come up with the words for something?" She waved her arms around. "You know, that time we did that thing!"

"Oh! That time!" Starlight exclaimed. "At your birthday party!"

"Yeah! That one!"

"Yeah, when Pinkie Pie made only three dozen cupcakes even though she invited the whole town, and then we played Truth Or Dare!"

Rainbow nodded eagerly. Starlight leaned forwards, grabbing Rainbow's tail with her magic. "Uh, Starlight?" Rainbow asked uncertainly. "What's going on?"

"That never happened," Starlight growled. "Pinkie Pie would never have too little food for a party, and Rainbow Dash hates Truth Or Dare." Quicker than thought she blasted Rainbow with a powerful spell, forcing her to revert to her true, changeling form. The changeling, who appeared to be female, collapsed onto the ground, clearly dizzy. Right. Twilight told me that was a side effect of the revealing spell.

The changeling looked up at her. "You think you've won, but you're wrong, Starlight Glimmer. There are many of us left. From this moment forward, you'll never know if one of your friends is truly themselves. You'll never be able to trust them again. This, Starlight Glimmer, this is our revenge."

Starlight kept herself from reacting to that information, from giving the changeling the pleasure. She wasn't sure how she should react, anyway. "So, you're still loyal to Queen Chrysalis, then?"

"Until the day I die," the changeling hissed. Moving with surprising speed, the changeling rolled onto her hooves and buzzed off; she wobbled a little in midair, still dizzy, but it was clear that she had recovered quickly. Starlight cursed. She'd been stalling with that monologue, not actually telling her anything of use. Who knew if it was even true?

Although, come to think of it, she wasn't sure how much use it would've been anyway.

If their goal really was to make her doubt her friends, how did that knowledge help her? She still wouldn't know if one of them might be a changeling. She'd still have to watch her step and make sure she didn't mention anything important.

She'd still end up doubting them.

The worst part was that the changeling might not have even been telling the truth. She might just have been making something up to buy time. And Starlight would have to be suspicious anyway. It might not, technically, be the worst revenge possible, but it was definitely in the top ten.

~ ~ ~ ~ ~

Starlight took a long time to return to the castle. She was dreading facing Twilight, knowing that she might not actually be Twilight. She knew, in her mind, that stalling wouldn't help anything and that the real Twilight was the best pony to talk to about her dilemma, but her heart wasn't convinced. It was only hunger that brought her back, as the last light of sunset touched the sky. She was sure she'd missed dinner, and so she quietly snuck into the kitchen.

Spike waved. "Hi, Starlight! I kept your food warm for you. What took you so long?'

The lie rolled off her tongue before she even noticed it. "I just didn't realize how late it was getting." Inwardly, she winced. Applejack would be ashamed of her. But she didn't know if Spike was trustworthy either, and if he was she didn't want to worry him, and...

She sighed as she took her food and ate quickly. Somehow, in under two minutes of conversation, that changeling had managed to make her feel uncomfortable around her best friends. Even Spike's glances as he watched the dishes made her nervous. Any of her friends could be changelings, at any moment, and there was nothing she could even do about it.

She finished the last of her dinner and brought the dish over to Spike. "Sorry, I would wash it myself, but I really need to talk to Twilight."

Spike picked it up. "Go on, I understand."

She trotted up the stairs. Part of her wanted to hesitate more, to wait, but now that she had started, it was easier to keep going. She poked her head into room after room until she found Twilight reading at her table at the library. She approached slowly. "Hey, Twilight, remember that one time when the two of us went to the Dragon Lands with Spike, and Torch, the former Dragon Lord, almost stepped on us?"

"Uh-huh," Twilight muttered, turning a page with magenta-hued magic.

"CHANGELING!" Starlight shouted, blasting her with the spell.

Twilight started. "Gahhh, Starlight, that--tee hee!--that tickles! What was that for?"

"Well, I asked you if you remembered an incident that never happened, and you said yes!"

"I did?" Twilight looked down at her book. "I guess it's just a very engrossing story." She laughed. "But Starlight, the changelings are allies now!"

"Not all of them," Starlight said darkly. "I just saw one who impersonated Rainbow Dash, hadn't transformed, and told me she was loyal to Queen Chrysalis and was starting to enact her revenge. She told me that the goal was to get me to mistrust my friends, never knowing if one was a changeling." She hung her head. "I guess it worked."

Twilight stood up, walked over, and put her wing around Starlight. "We'll get through this. I'll call our friends together to tell them about the situation, and we'll come up with a plan. And don't worry," she added, smiling, "I'll check them first."

~ ~ ~ ~ ~

Elytra flew back into the changeling encampment, hidden in the Whitetail Woods. "It worked perfectly, your majesty," she reported. "After the encounter, I followed her, disguised as a fruit fly. She never noticed a thing, but I watched her. She accused Twilight of being a changeling. Unfortunately, there appears to be a spell that allows them to detect changelings in their midst."

Chrysalis waved her hoof dismissively. "It matters not, child," she said. "You have sown doubt and mistrust among them. It's only a matter of time before those seeds grow into friction and arguments, bearing fruit of splitting apart from each other, friendships ruined." As she spoke, she turned away from them, waving her hoof as if speaking to a wide audience. She turned back now. "Carapace, it will not be enough for Starlight to distrust them; they must distrust her as well. Impersonate her until caught, then flee the scene. Three of the rest of you should go out, too, spreading chaos. More than that and you'll only get in each other's way. Aphid and Arachnae, you two work among Starlight's friends. Move around, talk to lots of different ponies in lots of different guises. Spread as much confusion as you can--we want all their conversations to be 'But earlier you said-' and 'No, I never said that.' Chitin, you go out into the rest of their town. Spread confusion, but also panic. Be everywhere, and nowhere. Give Starlight's friends a hassle to deal with while they try to work out what is going on among them, complicating the issue. If any of you see an opportunity for something beyond your orders, take it. Spread confusion and disharmony."

The four changelings saluted. Elytra was a little bit disappointed that she wasn't going out tomorrow, but she had gotten to start things off, which was a huge role.

"Get some sleep," Chrysalis advised. "We've got a big day tomorrow." She laid out the watch schedule--four watches through the night, in pairs of two.

Elytra nodded, then turned and trotted to the softest-looking patch of grass in the clearing. Another changeling dropped down onto it, baring her teeth. "What, did you want this? Well too bad."

Elytra hissed. Squabbles over sleeping spots were common in the Hive; everyling should know by now not to mess with her, though. "Get out of the way, Arachnae."

"Make me."

Elytra reared and swung a hoof into Arachnae's horn. The move was intended to give her a rough jolt, leaving her startled and slower to react. At the same time, though, Arachnae drove her own hoof into Elytra's stomach, knocking the wind out of her. She buckled, but still turned around and gave Arachnae a solid buck to the chin. She staggered backwards, and Elytra moved forwards, claiming the spot and staring Arachnae down. Arachnae hesitated, then backed off, claiming a new spot. It had been a short skirmish--Elytra was an expert at ending a fight quickly. In fact, she was an expert at doing almost anything quickly.

Most of the changelings had been watching the fight with interest, but now that it was over, they turned away as she curled up to sleep.

All but Carapace.

His teal-blue eyes remained fixed upon her, thoughtful. She hoped he wasn't planning to come try to kick her off her spot--he was one of the few changelings who might be able to beat her, and his spot, though good, wasn't as good for her. But no, he simply stared at her, with something that looked like admiration in his gaze.

Maybe it was a leftover from his previous role. Carapace was very good at getting into character, and they'd been disguised as Shining Armor and Cadence. Shining Armor often stared lovingly at his wife--perhaps Carapace just hadn't had enough time for his role to wear off and get out of his head--Elytra had seen it happen before. That, or he just was impressed by her fighting skills.

Finally he stopped staring and went to sleep, and Elytra tucked her head in her hooves and resolved to think no more of it.

Chapter 3: Late at Night

"I don't understand why you couldn't transform!" Starlight complained, as she walked Carapace up to the room he'd be staying in, until she could get news to the Hive. "All the other changelings were able to do it."

"Well, from what you said, that was a very emotionally charged event," Carapace sighed. "Maybe I need to make more friends before I can do it myself, like Thorax did."

"I don't know... I mean, you ought to have some affection for some changeling, right? That was enough for the others."

Carapace looked off into the distance. "Yes, I do," he said. "But I've never spoken about it to anyling. I usually don't even think about it, in fact, if I can avoid it. Caring for someling else, in the Hive, is only a recipe for disaster."

Starlight's eyes widened. "I think I get it! You're so used to pressing your affection down that you can't bring it to the surface now that you want it. You need to express it more. Why don't you tell me about them and why you care about them?"

"...Maybe tomorrow. Good night, Starlight."

She opened the door and let him into his room. "Good night, Carapace."

The sound of her footsteps faded away as Carapace looked around the room. The bed looked incredibly soft, and the blue crystal softly reflected the light of his lamp. The view of the stars out the window was lovely. He turned around in a circle, looking at every amazing thing, but when he turned all the way back around to the window, there was something blocking his view.

A changeling.

It buzzed into the light, and he recognized it. "Elytra? What are you doing here?"

"You betrayed the Hive, Carapace. Did you really think the Queen wouldn't find out?"

Carapace spread his legs in a fighting stance. "So. You're here to take me back to the clearing, where the Queen will punish me severely, and probably painfully. Do I have that right?"

"Sounds about right, yeah," Elytra said, mirroring his pose, wings spread and fangs bared.

"Now tell me if I'm right about this," he continued. "If we fight, you might beat me... but not before we've roused the entire castle."

Elytra swore. He was right. But he kept going.

"And then you'd flee, and Queen Chrysalis would punish you for having failed. She'd be really angry... she'd probably punish you as hard as she would me."

Elytra sighed. He was right, again. It was getting really annoying. And she knew what he was going to say next. He'd tell her her best bet was to stay with the ponies, to stay with him. He'd ask her to be a traitor, just like him. Well, she wouldn't.

Or, maybe she didn't know what he was going to say after all.

"All right, then," he said, getting up and trotting to the window. "Let's go."

~ ~ ~ ~ ~

As they swept into the camp about ten minutes later, Elytra was still struggling to understand why Carapace had come willingly--but she wasn't fool enough to ask him. Making him consider the reasons for an irrational decision would only result in him changing his mind, she was sure of it.

Darkness was descending on the forest, painting the trees in shadow, but the changelings were awake and waiting. "Ah, I see there wasn't too much trouble," Chrysalis purred.

Elytra stood as straight as she could. "No, ma'am!" she said proudly.

"Excellent," the queen said, and Elytra beamed. She wasn't sure when the last time she'd heard praise from Chrysalis was, if it had ever happened at all.

The queen turned to Carapace, sniffed the air, and scoffed. "Not even any love in you. Didn't you absorb anything from those hopelessly saccharine ponies?"

He shook his head. "It felt wrong to. I didn't deserve it."

She snorted. "Remind me how on earth you managed to be the Hive's top infiltrator, again? Well, no matter." Her horn glowed, and she lifted him into the air.

Elytra suddenly realized she had no idea what would come next. Back when Thorax had first deserted, Chrysalis had ranted and raved for days, constantly saying she'd show him "just what happens to those who betray the Hive." It had always sounded ominous and imposing, but Elytra realized Chrysalis had never actually said what it would be. In fact, Chrysalis herself was hesitating, almost as if she didn't quite know where to go from here herself.

Abruptly she slammed him into the ground with all the force she could muster, and Elytra thought she heard his chitin crack. It seemed Chrysalis had chosen to simply take out her frustration on him. She lifted him again and flung him against a tree, then another tree, then back to the ground, smashing him around like a rag doll. By the time she finally put him down again, his chitin was scratched, cracked, and bloodied. Elytra winced, and immediately reprimanded herself mentally. Carapace was a traitor who got what he deserved.

So why did she still feel sorry for him?

As he struggled to push himself to his feet and fell down again, Chrysalis lifted branches and vines from the ground, constructing a makeshift cage that was as thorny and full of brambles as she could make it, then flung him inside. He picked up more scratches as he landed heavily.

"Time for bed," Chrysalis announced, then looked back at Carapace. "We'll resume this tomorrow."

~ ~ ~ ~ ~

Elytra cocked an ear and listened. Everyling's breathing was slow and rhythmic. Slowly, she eased herself into a sitting position, careful not to even rustle the grass, and looked around.

They were all asleep.

With utmost caution, she stood up and crept across the camp into the trees. Once she was a fair distance away--far enough that the noise wouldn't be heard--she transformed into Queen Chrysalis.

What am I thinking? she asked herself, as she snuck back to the edge of the camp. I could get in serious trouble for this! Why am I bothering? She couldn't answer the question, but she also couldn't stop. Ever so gently, she lifted the latch on Carapace's impromptu cage. Ever so gently, she picked him up in her magic and carried him out of the camp. The two changelings on watch looked at her quizzically, but she breezed past them, offering no explanation--they wouldn't dare challenge Queen Chrysalis.

Once again, she waited until she was out of hearing range of the camp. Then she softly laid Carapace on the grass and nudged him with a hoof. "Carapace, wake up. Carapace. Carapace."

He opened his eyes, mumbled something, and looked up. When his eyes fell on her, he gasped and instinctively jerked away, and Elytra abruptly realized she was still wearing the guise of Queen Chrysalis. Her own magic wasn't strong enough to do much telekinesis, certainly not a full changeling, but when she was in the form of somepony, or in this case someling, with strong magic, she gained their own power. Of course, she still wouldn't be able to use as powerful of spells as the queen--she had the raw power, but none of the training or practice required to hone it.

Carapace, gazing up at her, suddenly relaxed. "Elytra?"

"What gave it away?" she asked, looking herself over. She was certain she'd gotten every detail right.

"The posture."

Elytra snorted. "Excuse me? I was standing straight, tall, and regal, just like she always does."

"Not enough." He stood up, groaning a little at his cuts and scrapes. "She holds her head even higher than that, so high it's almost going backwards. Sometimes it actually does go backwards."

"Really?" Elytra asked, shifting back to her regular form.

He nodded and continued. "It's like she's trying to beat Celestia. It's almost as tall as her throne was. She holds it so high that it's obvious she's trying to make up for secret insecurities."

"Um, that's not obvious at all."

He shrugged. "So, out of curiosity, why'd you bring me out? You seemed pretty determined to get me in there in the first place."

"I don't know!" She began pacing. "I guess it just--it didn't make sense. You basically sacrificed yourself for me, and that doesn't make sense, it isn't right."

"Um, most ponies would say that it's actually very right."

"But we're not ponies!" She turned and looked straight at him. "We're changelings, Carapace. We do what we have to to survive. We trample each other willingly in the process. But you didn't."

"And neither did you," he said. As she tried to process that statement, he added, "If you really want to know why I did it, I'll tell you. Or, better yet, I'll show you."

"Show me what?"

He leaned in, wrapped a hoof around her, and kissed her, deeply and passionately. Love, more powerful than any she'd ever tasted, flowed into her like a waterfall. It seemed an eternity before he released her and stepped back. "Did that answer your question?"

"Buh... Buh..." She could feel the heat rising under her chitin, and was thankful for the dark. Her brain had frozen up, and even if she could think straight, she was pretty sure she wouldn't be able to get it out of her mouth the right way. Everything seemed upside down, and she didn't know what she felt. Vaguely she heard a buzzing of wings as Carapace left, going back to the castle.

Finally she snapped out of it enough to regain some functionality. She headed back to camp quietly and returned to her spot without attracting any notice from the changelings on watch. She tried to clear her head of the whole affair, but as she drifted into sleep, her dreams were filled with Carapace and the feel of his muzzle against hers.

Carapace, meanwhile, fluttered back into his window in Twilight's castle. He barely felt his cuts and scrapes anymore; he was too giddy with emotion. He'd finally done it. He'd expressed his love for once instead of holding it in. Just like Starlight said.

Would it work now? For once in his life, he felt full with love. Surely that meant something. Taking a deep breath, he reared, opening his arms wide to bare his torso. Then he released it.

Chapter 4: Unexpected Changes

The sun shone brightly over the horizon, piercing Elytra's eyes with its golden rays. She yawned and stretched, listening to the sounds of the other changelings near her doing the same. She got up and glanced around. Carapace's makeshift cage was far enough from the rest of the camp that the others might not have noticed his disappearance yet.

Chrysalis cleared her throat, gathering all the changelings around. In the midst of everything that happened last night, Chrysalis hadn't yet given them their jobs for today. As she opened her mouth to speak, however, she paused and sniffed the air. "I see someone snuck out to do a little late-night feeding."

She scanned the crowd, pausing to locate the exact source of the scent, then pointed at Elytra. "You."

"Me? What about me?"

Chrysalis sighed. "You know the rules, Elytra. Did you really think you could sneak some past me? Hand over my share. Now."

She couldn't. Chrysalis didn't understand. This was her love, her very own. She hadn't stolen this from anypony, she'd earned it herself. She froze, like a deer in the headlights.

Chrysalis sighed. "Really? Come on, Elytra, give it here. If I have to take it by force I'm going to take it all."

She had to say yes. Then she'd only lose half of it, not the whole thing. Why wouldn't her mouth form the word?

"Fine, then. If that's how you want it."

Her hooves left the ground; Chrysalis lifted her into the air. Then she began feeding.

It felt horrible. Love felt like a warm glow when it was inside you, but leaving? Leaving, it felt like a squishy, slimy ball of ooze crawling across your body. Even losing all of it had to be better than this.

Elytra released it all.

She faintly heard a thud, like someone had been thrown backwards: Chrysalis? Something seemed to wind around her, and suddenly she was encased in blue crystal. Panicking, she pounded on it with her hooves, and it gave way in an explosion of brilliant light. Her hooves touched the ground again. Everyling was staring at her. She looked down at herself and gasped. "What- what happened? Your majesty! What's happened to me?" Her breath came in panicked gasps.

Chrysalis's eyes narrowed. "So. You've thrown your lot in with Thorax and those traitors."

"What? No, I- I don't know what you're talking about! What happened to me? Please, someling! What's going on?"

"Seize her!" Chrysalis cried.

Preservation instinct kicked in, and she turned and fled. A part of her mind vaguely registered how smooth each wingbeat felt, how quickly she moved. She glanced back. Her wings were whole, long and thin like a dragonfly's. The changelings in pursuit had already fallen far behind. She was still panicking, but she knew where she had to go.

She landed in front of Twilight's castle and burst in. Princess Twilight herself was in the entry hall with Starlight, seemingly about to leave. "Who are you?" Twilight asked. "I hadn't even written to King Thorax yet, so you can't be here for that, but-"

"I need to talk to Carapace," she panted. "Just him."

"I'll go get him," Starlight offered, popping away in a flash of magic.

"Are you all right?" Twilight seemed concerned. "What's your name?"

"No, I'm not all right. But that's none of your business. I need to talk to Carapace."

Twilight opened her mouth to ask another question, then bit her lip. "Fine."

Starlight teleported back in with Carapace. His head, neck, and legs were a cerulean blue, fading darker towards the bottom, his wing cases shone purple, reflecting the light, and his underbelly was a paler shade of blue. Three gem-like structures glittered on his neck. "You did it too?" they cried at the same time, but her tone was horrified, and his was jubilant.

"Carapace, what's happened to me? I don't understand!"

He smiled. "Elytra, this is a good thing! A wonderful thing! Look at yourself. Your legs are solid. Your wings are strong and fast. You're unique now, not just another identical drone. Elytra... you're beautiful."

She looked herself over, really looked, not just the quick and confused glance she'd spared before. Her color was white, fading to a silvery-grey at the base of the neck, which lacked the jewels Carapace had. Her underbelly was an extremely pale blue, and her wing cases were iridescent, shining with every color of the rainbow. Her tail was long and shaped like her wings. She could already tell how it would streamline her flight. Maybe Carapace was right. Again.

"What's up with those gem things? How come you have them and I don't?" she asked, in a significantly less panicked tone.

Twilight stepped forward. "As far as we can tell, only the male changelings have them."

"Still not talking to you. Carapace, why did this happen? What does it mean?"

"From what they told me, it happens when you share love freely, instead of merely taking it. Basically, you have to release all your love willingly. It helps if you have friends, or... other relationships. So... I guess this means you were okay with what happened last night? You never managed to get a cohesive sentence out about it."

In answer, she leaned forward and kissed him. "Oooh," said Twilight and Starlight.

Carapace smiled. "So... does this mean you're okay with the change?"

"I guess so. I mean, it's a lot to take in, but it's not the worst thing that's ever happened to me."

"Do you want to stay here until you figure it out?" Twilight offered.

Elytra shook her head. "No. There's one more thing I need to do first."

Author's Note

Sorry this one is a little shorter. One chapter, and possibly an epilogue, remain.

Chapter 5: Loyalty

Chrysalis wasn't just angry; she was furious. She'd just lost her two top changelings to the ranks of that traitor, Thorax. She only had ten changelings left to work with, and most of them were fairly incompetent.

I can't believe this group was my best and brightest! she raved in her head. What a group of idiots. Now I have to think and plan--something even they can't mess up. The noise of the drones' chatter, their buzzing wings, and their rustles as they shifted position were slicing through her concentration like knives. She groaned.

"You all just can't be quiet and let me think, I see! Hmph. I'm going to go somewhere quiet where I can focus. Do you idiots think you can keep yourself from calamity for half an hour?"

"I'll keep them in line!" Chitin offered eagerly. Now that the two highest changelings in the ranks were gone, it was anyling's game, and he was determined to make it to the top.

"See that you do," Chrysalis hissed, turning and trotting into the woods.She'd gotten far enough that the babble and noise of the camp had almost entirely faded away when she heard the buzzing of wings behind her. She turned around. "Ugh, what is it? I told you fools, I need to be alone to think!"

Elytra landed on the path behind her. The trees cast dappled shadows over her white exterior, but the parts still in the light sparkled like stars.

"What are you doing here?" Chrysalis hissed. "Go to Thorax's Hive where filthy traitors like you belong!"

"No," Elytra said simply. "You're my queen, and you always will be. Why would... whatever this is-" She gestured to herself. "-change that?" Queen Chrysalis said nothing, so Elytra added, "To be perfectly honest, I could never stand Thorax, even before he left. He was such a wimp, and a goody two-shoes to boot."

The queen couldn't help but chuckle a little at that. It was the first time Elytra had ever heard her laugh. "I'm glad we agree."

"May I be frank with you, your majesty?" Elytra asked.

"If your frankness includes continued insulting of Thorax, I'm all ears."

"I've been thinking a lot recently, and I think I understand something." She approached Chrysalis and sat down on a large, sunny rock. "My whole life, I've been trying to be the best in the Hive, and I only now realize why. I wanted you to be proud of me. I wanted you to tell me I did a good job."

"Oh, please tell me we're not getting into such sappy things," Chrysalis groaned.

Elytra rolled her eyes. "If you mean begging and pleading for affection, no. We're not."

"Thank the heavens."

"The thing is, I was wrong. And it was actually Carapace who showed me that."

"Don't even mention that little-"

"If you allowed him to come back, he would," Elytra interrupted.

"How do you know?"

Elytra paused. "Because I know him. I know him better than I ever realized I did."

Chrysalis snorted. "So, tell me. What did he show you?"

Elytra answered her question with one of her own. "Did you know he loved me? I didn't. Not for a long time. He was waiting, see. Waiting for me to love him back."

"A wise course."

"Then he stopped waiting. He told me how he felt. He kissed me. And in that very moment that he stopped waiting, that was the moment when I loved him back."

"Is there a point to this?"

Elytra pressed on. "It's going to be the same way with you. I can't expect you to suddenly start caring about me... I have to care about you first. And..." Elytra hesitated, trying to figure out the best way to phrase the next part. She knew it would make Chrysalis angry, but it had to be said. "Your majesty, would you rather be feared by the changelings, or loved?"

"Loved, obviously. It'd give me food for life, for one thing. But they'd never do a thing I said if they weren't afraid of me."

"Are you so sure about that?" Elytra asked.

Chrysalis tried a different vein. "Well, it's not like I can just stomp my hoof and make everyling love me, now is it?"

Elytra took a deep breath. "That's what I was just talking about, though. Sometimes you have to love before you can be loved in return."

"Don't be ridiculous."

"You went from hissing at me and calling me a traitor to talking respectfully with me in under a minute," Elytra reminded her, "because I showed you respect and loyalty."

"That's not the same as love," Chrysalis protested.

"You and I both know it is," Elytra replied. "Don't you taste it?"

Chrysalis lapsed into silence. Elytra knew she was angry at being challenged in her methods... but not angry enough to send away a good source of love.

They sat there, side by side, for a very long time. Suddenly, Elytra felt a tiny, tentative pinprick of love sent back towards her. Chrysalis looked surprised, probably at realizing that sending love outwards was more filling than absorbing it in. Elytra had been surprised when she first realized it, too.

They sat for quite a while again, Chrysalis slowly increasing the amount of love she sent out as she grew more confident. It still wasn't anywhere near the levels of total release required for transformation, but it was a significant amount. Finally, Chrysalis stood up and took a deep breath. Elytra watched with bated breath, expectant. Would she do it? Would it work if she did?

Chrysalis reared, opening her arms, and a warm glow emmitted from her heart. Elytra's breath caught as concentric rings of light emitted from Chrysalis's torso, and teal blue light wrapped around her, encasing her in a crystaline coccoon like Elytra had found herself in. Tentatively, she tapped it, and a blinding explosion of pure white shot out of it, bathing half the forest in light. Chrysalis, in the center of the light, touched the ground, and Elytra gazed at her in awe.

Her mane was thick and full, a teal green-blue with a lustrous sheen to it. Her chitin shone in the light with a blue shade, the same color her mane had once been, but lighter. Her underbelly was a deep, forest green, and her wing cases were pale blue. Her wings were tall, looking like the wings of a dragonfly. Her horn stood tall and straight, no longer full of holes, but most surprising was her other horns.

They stood near her ears, curled backwards like a ram's. They were pure gold, reflecting the dappled light of the trees in brilliant sparks. They shone like the very sun.

Chrysalis, after examining herself briefly, was quick to break Elytra's awestruck silence. "I look like a peacock."

"You look magnificent," Elytra responded. "Your horns, they're-"

"Horns? Plural?" She turned and spotted a stream nearby. Trotting over, she gazed at her reflection. Unexpected even to her, tears welled up in her eyes. "I haven't been beautiful since I was Princess Cadence," she whispered. "And that was only a guise. Now-" She couldn't continue.

Elytra trotted over and looked up into her face. "You're the most beautiful thing I've ever seen."

Author's Note

Please don't be mad at me for reforming Chrysalis. I hope I did it well and it didn't feel too forced.

Chapter 2: Improvise. Adapt. Overcome.

Carapace trotted up the stairs of the castle. He'd just been spending time in the village, watching the mess Chitin was creating unfold and checking out the various townsfolk, which he might have to blend in with at some point. Now he was looking for some of Starlight's friends, to begin his real job. At the top of the stairs, he bumped into Rarity.

"Oh, hi Rarity!"

"Hello, Starlight!" She began walking, and Carapace began walking with her. "You know, I was actually looking for you."

"You were?"

"I've been working on a dress that perfectly matches your colors, and I hoped you could model it for me--if you're not busy, of course, darling."

"No, that sounds great!" Carapace said. His mind was already running, imagining the different ways it could go, making plans for it and such.

As they turned a corner, however, he ran directly into... Rarity? His gaze flicked back and forth between them, bewildered. The Rarity he was walking with appeared confused as well, but quickly tossed her mane and pulled herself upright. "Well," she said, in the most dignified of voices, "obviously one of us is going to have to change."

"...What?" the other one said. Carapace decided to mentally call them Rarity-1 and Rarity-2, just to make things easier.

Rarity-1 scoffed in clear disappointment. "It's a common saying in the fashion world, when two ponies wear the same outfit to an event. As I, the real Rarity, would clearly know!"

She turned to Carapace expectantly, and it took him a moment to realize that she was probably waiting for him to use Starlight's changeling-revealing spell. In that moment, Rarity-2 had plenty of time to reveal her true changeling form--Carpace recognized her as Aphid--and fly out the window.

Rarity sighed. "Starlight, you could've caught her!"

"I'm sorry," Carapace sighed. "I was just so startled. It's hard to get over the realization that you can't trust even your friends to be who they are. I froze up."

Rarity patted him on the back. "It's understandable, darling. I don't like it either. But we have to stick together."

"I mean, even you might not be you! How can I tell?"

Rarity tapped her hoof on her chin, musing. "Well... The difference between satin and silk is that silk is a material, while satin is a type of weave. Silk can often be woven with the satin weave, and satin can sometimes be made of silk. Because of this, satin is better for-"

"Okay, okay." Carapace held out a hoof to stop her. "I believe you."

She smiled. "Well, then, darling-"

Rainbow Dash flew in through the same window the changeling had just left through. "Guys! Did you see that changeling? I tried to catch it, but it slipped away."

"Yes, Rainbow. In fact, we were just talking about it," Rarity said.

"Well, there's another one in the village, too. I think we might have a serious problem on our hooves! I guess not all the changelings were reformed with Thorax."

Starlight sighed. "I guess not. What are we going to do about it?"

"Well, usually you and Twilight are the ones with the plans, but I was going to start by making sure you guys are you. Starlight, remember that time you tripped and shattered one of Twilight's favorite bowls last Hearth's Warming?"

"That didn't happen," Carapace responded automatically. Such trick questions to catch changelings were common, and certainly wouldn't catch him.

"Actually, it did," Rarity said.

"What?"

"Yeah, I was going to ask you something about that time, like whether you cut yourself on the glass. Nice try, changeling."

In a blast of green flame, Carapace transformed into Rainbow Dash herself and darted out the window at top speed, with the real Rainbow right on his tail. He knew he'd never outpace her--technically, he had the same raw speed, but she had much more training. Diving abruptly, he slid into an alley and immediately transformed.

Rainbow arrived less than a second later. Roseluck was looking around, seeming bewildered. "You!" she shouted.

"M-me? I'm just trying to figure out where that noise came from!"

"What noise?" Rainbow tilted her head curiously.

"Well, it was kind of a fwoosh and kind of a zap, with a little bit of gzzzt. But mostly fwoosh." There was a pause. "...Did I say that badly?" Rose asked. "That's just what it sounded like to me. "

"No, I think I know what you mean. That, Rose, is the sound of a changeling transforming."

"A CHANGELING?" she gasped. "Where?"

Rainbow sighed. "Well, that's just the problem. I know it's on this street, but it could be anything. It could be that rock, or that bug, or that grass, or anything!"

Rose looked around frantically. "Oh no!" she wailed. "Was that rock there before? Was that one? Was that one? I don't know!" Her breathing grew even more panicked. "It could even be that flower! What kind of a world is it if even the flowers aren't safe? WHAT KIND OF WORLD!"

She plopped onto the street. "Oh, the horror! The horror!"

Rainbow patted her shoulder. "Now, Rose, it's not as bad as all that. The changelings aren't really evil or anything like that."

Roseluck sat up. "They're not?"

Rainbow shook her head. "No. They're more like... well, you know how you get really cranky when you're hungry?"

"Uh-huh."

"Well, the changelings are hungry all the time."

Rose gave a little gasp. "That's awful."

Rainbow Dash sighed. "That's not even the worst part. The worst part is, they don't even have to be hungry all the time. A changeling named Thorax found a better way. You know how they eat love? Well, he realized they could share love with each other, instead of just stealing it all the time, and then they would actually be full. He convinced most of the Hive to try his way, so they don't have to attack ponies."

"Really?" Rose asked.

"Really. But their queen, Chrysalis, she refused to go along with it, and left the Hive. And now she has more changelings following her." Rainbow looked at the ground. "It's not right--they have a way to never be hungry again, and I don't think she even told them about it."

Rose stood up. "Thank you, Rainbow. You've given me a lot to think about. I have to go now."

Rainbow nodded. "Keep an eye out for anything suspicious, Rose. I'm going to see what I can do about the other one in the village--I've heard he's just trying to wreak havok." She darted off in a multicolored streak.

~ ~ ~ ~ ~

The large doors to Twilight's dining room swung open, and the friends looked up. "Roseluck?" Rainbow Dash asked. "What brings you here?"

"Earlier today, Rainbow Dash, you told me how the changelings are always hungry, but there's a better way, a way that they don't have to. Was that true? Can you promise?"

"Of course," Rainbow said awkwardly, running through the motions of the Pinkie Promise. "And they all know it's true too." The group nodded. "Why?"

"You're not Roseluck, are you?" Twilight asked.

She shook her head. "The name is Carapace. I want to learn more about this new way."

Epilogue

"It was nice having you around, for a few days," Twilight told Carapace. "I know we haven't gotten to know each other very much, but it was nice getting to know you." She leaned over and gave him a hug, then stepped back. "So, where are you planning to go? Thorax's Hive?"

He shook his head. "I'm staying with Queen Chrysalis. She's taking the rest of us and starting a new Hive, since most of us can't stand Thorax and we're not going to change our minds just because we're colorful now."

"Are you sure you guys are ready to start all on your own?" Twilight asked, concerned. "You don't know the first thing about sharing love yet."

"We're still learning, that's for sure. But it's not like Queen Chrysalis is willing to sit around your castle and listen to you lecture about friendship. She hasn't forgiven Starlight yet." He sighed. "She's still stubborn, and more likely to snap at us than praise us, but she's working on it. We all are."

Twilight smiled. "Friendship is never easy. You're not going to be perfect overnight. As long as you're learning, you're doing well. Good luck, Carapace."

"You too, Twilight." With one last brief embrace, he took to the sky.

She watched as he joined Elytra and the rest of the now brightly colored group as they set out to create their new Hive. "Yes, I think they're going to do just fine."

Author's Note

Thanks for coming along for the ride, folks. It's not a very long story, but I enjoyed it. I hope you all did too.