Picking Up The Pieces

by Silver Dragon Blade Wing

Rating: everyone
Tags: Slice of Life, My Little Pony: Friendship is Magic, Alternate Universe, Changelings, Original Character, Bat Pony, Adventure, Thunderlane, Main 6
Length: 28896

A Changeling must rebuild his hive, and maybe his kind, after the failed Canterlot invasion.

After the failed Canterlot invasion the Changeling hives are in complete and utter disarray. With the already on-edge "alliance" between the Royals gone, the hives entered a civil war. Now two mouths the smoke has cleared, leaving the changelings with no hives or Royals. But a single young Prince, imprisoned for being against the invasion, must now create his own hive and work to rebuild to give his kind any hope of a future. A difficult road awaits, with the Ponies on alert and his own inexperience, rebuilding will not be easy.

My First Story, feedback is welcome.

Note: I Might change the Genre(s) depending on how the story unfolds

Edit: Added a Slice of Life Tag.

Published 2018-03-26 14:40:12 UTC
Last updated 2018-12-17 08:30:08 UTC

Chapter 2: Running through the forest and Castle craziness

Dragonfly, Seeker, Rhino, Darter and Spotter slowly exited the cave. "Whats the plan?" Darter asked.

"We get their attention and lead them away from the rest of the hive," Dragonfly said looking over the bushes at the Thestrals.

"And what do we do as they're chasing us?" Rhino asked.

"We make it up as we go along," Dragonfly said picking up a twig.

"Can I say I don't like this plan." Spotter said ready to run.

"Can't we just use our disguise ability?" Darter asked not liking the plan one little bit.

"Thestrals aren't as easily fooled as regular Ponies and their more sensitive noses would expose us pretty quickly," Seeker said getting ready to run.

"They're also looking for Changelings so any Thestral they meet outside of their squad they will think is one, get ready," Dragonfly said throwing the twig.

The twig struck one of the Horned Thestrals in the head. The squad snapped their heads over to were the twig came from and saw the five Changelings.

"CHEESE IT!!! Dragonfly shouted running opposite the Thestrals, the others right behind him.

"There they are! After Them!" They heard Black Death bellow.

The five Changelings spit up trying to make it harder for the Thestrals. The two Horned went after Rhino, one Cave and one Winged went after Darter, one Winged and one Cave went after Spotter, two Winged went after Seeker, and Black Death went after Dragonfly.
___________________________________________________________________________________________________________

I hate you Prince, Rhino thought as he dodged yellow magic bolts flying and exploding around him.

The two Horned kept up a barrage of magic bolts, trying real hard to hit the Changeling who so far had dodged them but all three knew he couldn't keep it up forever. A bolt exploded a tree next to him pieces bouncing off his helmet.

"OW! That rang my helmet like a bell!

A bolt exploded against the ground behind him, singeing his tail.

Why is it always my TAIL?! What did it ever do to you fate?!

Another bolt struck a bush.

This is that one battle all over again, just without an enraged Maulwurf and Hydra this time... I'm tempting fate aren't I,

Rhino kept ducking under branches and dodging bolts until finally the bolts stopped for a minute.

They must be recharging, now's my chance,

He ducked under a rock while the two Thestrals ran past him, he than took off down another path.

Hope the others are having more luck then I am,

__________________________________________________________________________________________________________

Dragonfly stopped to catch his breath.

Black Death doesn't give up, good thing I run into that Timber wolf pack, that will keep him busy for short time though I almost feel sorry for them,

The bushes rustled as Rhino steeped out, covered in dirt and leaves. Seeing Dragonfly he give a salute.

"My Prince,"

"Commander Rhino, had a bit of fun?"

"Just like that one battle, just without an enraged Maulwurf and Hydra this time... and I'm tempting fate aren't I?"

"Pretty much ya,"

Another rustle and both Spotter and Darter stepped out, thought Spotter didn't look to well.

"Prince Dragonfly," they both said.

"Spotter, Darter, what's wrong Spotter? You look like you saw a ghost,"

"I run into two Manticores in the 'moment'." Everybuggy around winced. "That will haunt me for the rest of my life,"

Another rustle and Seeker entered the clearing, covered in thorns, leaves and mud.

"Oh my goodness Seeker, what in the First-Mother's name happened to you?" Dragonfly asked shocked.

"I came across a Maulwurf and a Hydra having a very heated argument,"- he didn't notice Rhino wince -"then dived head first through a wall of thorn bushes into a puddle of mud, at least I Hope its mud,"

"It mud, I know the scent," Darter said.

"Okay we're all here let's move before they catch up." Dragonfly said turning around.

The Changelings quickly left the clearing, and 15 minutes after the Thestral squad entered it in similar conditions to the Changelings. They nodded to each other than walked in the same direction their targets did.

__________________________________________________________________________________________________________

After walking for 20 minutes, the Changelings came up to an old abandoned and dilapidated castle.

"Isn't this the Castle of the Two Sisters?" Spotter asked sitting and taking some deep breaths.

"Yes it is, now we know we are in the Everfree Forest," Seeker said looking up the wall.

"Mom once told me the castle was beautiful in it's glory days, before Nightmare Moon." Dragonfly said turning to his companions.

"Let's get inside, we can shake the Thestrals in there,"

After entering they spit into two groups; Rhino, Darter and Spotter in one group and Seeker and Dragonfly in the other.

The Thestrals entered ten minutes after.

"You three"- Black Death said to a Horned, Cave and Winged -"take the north side, you three"- he said to the other Horned, Cave and another Winged -" take the south side, and you two"- he said to the remaining two Winged -"with me, we'll take the center, keep an eye and ear out, just because the castle was abandoned doesn't mean nothing nasty isn't here, we'll meet back here in an hour, the Changelings might or might not be here but if they are we will find them, if we haven't found them by the meeting time we'll have to let them go as the sun will be up soon after and we will need to head back to Canterlot to report to the Princesses, understood?"

"YES SIR!"

"And watch for traps, the Princesses said the traps here are safe but just in case, move out," he said the the three groups went their separate ways.

___________________________________________________________________________________________________________

Thestral Group one

North side of the castle

"Are any of you getting scary vibes from the walls?" the Winged asked.

"A little Nightwing, but the Princesses did build the castle like this as Prince Luna did enjoy scary things," said the Horned said.

"True but still," Nightwing said looking around.

"Nightwing, we're Thestrals, we live and thrive in the the dark and scar-" he stopped noticing something off, "Were's Rock Crusher?"

They both looked around the hall, seeing no sign of their Cave Thestral buddy.

"Wasn't he with us a moment ago Shadow Light?"

Shadow Light slowly looked around again, feeling a bit scared himself now. He felt Nightwing's wing lay across his back, like a security blanket, they both happened to look at a a pile of rocks when suddenly...

"BOO!!"

"AAHHHHHHHHHH!!!!!"

"AAHHHHHHHHHH!!!!!"

"Gotcha! You should have seen your faces!"

Rock Crusher had jumped out from behind the pile scaring the crap out of Shadow Light and Nightwing. Now he was laughing so hard he couldn't stand up in front of two extremely unamused Thestrals.

"That Wasn't Funny Crusher!" Shadow Light said in an angry tone. "You nearly give us a heart attack!"

"You're a real plot-hole you know that!" Nightwing said trying to calm his heart rate.

"It was funny, you two hit the roof!" Rock Crusher said still laughing.

Shadow Light and Nightwing both looked at him than at each other, they nodded once than started to walk towards the still laughing Thestral with the intend to pound his head in when a small cash to their right snapped them to attention. Shadow Light lit his horn ready to fire a bolt when a rat passed by.

"Okay let's never speak of this again," Nightwing said, the others grunted in agreement.

__________________________________________________________________________________________________________

Thestral Group Two

South side of the castle

"This place gives me the creeps," The Cave Thestral said looking left and right.

"Come on Night Stone, nothing better then a night hunt, hiding in the shadows, before jump in and sinking your fangs into the neck of you prey, *sigh* makes me feel alive," the Winged said.

"Okay... now Shadow Stalker is giving me the creeps," Night Stone said taking a side step away from Shadow Stalker.

"Alright you two stop, you're giving me a headache." the Horned grumbled.

"What's a matter Dark Light? ghosts got you're horn?" Night Stone said jokingly.

"I don't believe in ghosts," Dark Light said turning around.

Behind him an old tapestry started to wave about, like it was alive. Both Shadow Stalker's and Night Stone's eyes widened.

"You might want to rethink your position on that Dark Light," Shadow Stalker said as Night Stone pointed at the tapestry.

Dark Light spun around to see the tapestry moving then a sound like soft psychotic laughter was heard. Not wanting to find out what that was, the three Thestrals turned and ran. At that moment a flash of lightning cast a shadow off some wreckage, the angle was just right so the shadow looked terrifying. All three Threstrals screamed at the top of their lungs and run as fast as their legs could carry them.

From behind the tapestry Spotter, Darter and Rhino came out, trying very hard not to laugh.

"Did you see their faces?"

"yea we did, why didn't they smell us though?"

"Hard to take a sniff when your scared out of your wits,"
__________________________________________________________________________________________________________

Thestral Group Three

Somewhere in the castle

Black Death's group heard screaming but it was muffled so they didn't recognize them.

"What was that?!" One of Winged said scared and moving backwards.

"Sounded like screaming," the other Winged said also moving backwards.

"It's most likely our comrades scaring themselves silly, just relax you two, there's nothing to be scared of here other then the Changelings, and them we are looking for,"

"Oh sure, nothing at alLLLLLLLLLLLLLLLLLLLLLLLLLLLL!" The first Winged was saying when he misstepped and fell backwards down a spiral staircase.

"NIGHT BLADE!!" the other Winged shouted.

Him and Black Death ran to the top of the stairs and looked over to see Night Blade halfway down falling head over tail and swearing up a storm.

"Jeez bro, I know you are falling down stairs but you don't need to use words like that,"

Black Death turned to him. "What was he saying? that sounded like Germane and other languages Shadow Night,"

"Night Blade can swear in seven languages and as for what he said, you don't want to know,"

"Let's go get him." Black Death said as he and Shadow Night spread their wings and flew down to where Night Blade was in a heap.

"You okay bro?" Shadow Night said as he helped his twin up.

"Yea I'm okay," Night Blade said putting his helmet back on.

Black Death walked forward and stopped at the entrance to a hallway. The twins came up next to him looking scared.

"What's the matter you two? It's just a dark hallway full of disembodied pony legs, and maybe a few mounted heads in the dark," Black Death whispered to them making them shutter.

They walked through the hall and in to a small room. A flash of lightning came, and a terrifying shadow appeared on the wall next to them.

The twins, already balls of nerves, saw that and freaked out. They jumped screaming at the top of their lungs into the arms of a surprised Black Death, sending him onto his rump. The twins keep this up while Black Death tried to get them to stop screaming right next to his ears!

"HOLD IT HOLD IT HOLD IT!!" He finally shouted, the twins stopped. "It's only a TOY!"

The twins looked over to where Black Death was looking, to see a jack-in-the-box sitting on a window sill, a very ugly jack-in-the-box.

Why would the Princesses have a toy THAT ugly? Black Death thought to himself.

The twins stared at it for a minute, then started screaming again, right next to his ears again.

"Oh Shut up!!" Black Death said dropping the two to the floor then he started rubbing his ringing ears.

"Let's go!" He said as the twins got up, they could tell he just about done with this crap.

__________________________________________________________________________________________________________

The Thestrals continued to search the castle for a good while, and getting scared silly the entire time. Black Death finally brought the twins to the meet-up point where the other Thestrals where waiting. They reported no sign of the Changelings and they were most likely long gone by now. Black Death sighed and spread his wings and flew off back to Canterlot with the Winged after picking up the Horned and Cave right behind him.

After they were out of sight and earshot, green flame covered five rocks revealing the Changelings.

"Good job guys we fooled them, now to meet with the rest of the hive," Dragonfly said, He than brought up the hive mind.

Prince Dragonfly to hive, do you read?

Yes my Prince, we hear you, all Changelings and nymphs are here safe and sound, we also found a great spot for our hive

Were is it? we'll meet you there

It's an long abandoned mine, its deep enough in Everfree we'll be safe from the Ponies while we recover, but not to deep in

Good, start fixing it up, we'll be there soon, out

He turned to his group.

"Let's go before something else comes after us,"

They took off flying into the forest as the sun started to rise, signaling the start of a new day.

Author's Note

I based the last half of the chapter a little bit on the episode Castle Mane-ia.

The Thestrals, despite being soldiers of the night, are still ponies in a castle that's be abandoned for at least a thousand years so they would be somewhat scared, and with the Changelings messing them, yea.

Black Death doesn't scare easily, he's seen some things in the past that are best left unsaid.

Chapter 3: Ponyville encounter

Ponyville

Beep! Beep! Beep! Be-

The alarm was silenced as a hoof came down on the off button. The hoof was attached to a dark grey Pegasus stallion with light gold eyes and a silvery blue mane. He through his blanket and slid off the bed, revealing a stormcloud with a lightning bolt cutie-mark. He started rubbing the sleep from his eyes.

I hate Mondays, Remember Thunderlane, only one more mouth before summer vacation starts

He walked into the kitchen and started making breakfast, eggs and haybacon. Thunderlane had finished cooking and laid it out for him and his brother, and was just entering the hallway when a loud CLANG sounded from outside. Thunderlane rushed out, to see the local mailmare, Derpy Hooves, stuck in his mailbox. Her head and front legs sticking out the back and her rump, tail and back legs out the front. she turned her head to look at him.

"Sorry Thunderlane," she said with a sad tone, "I didn't mean to crash into your mailbox, again,"

He just smiled softy.

"It's okay Derpy, I was going to replace that mailbox at some point anyway, for now lets get you out of it,"

After a bit of pulling, Derpy popped free of the mailbox, sending her and Thunderlane flying backwards as they tried to right themselves by flapping their wings only to crash in a heap.

"Sorry," Derpy said as she got off Thunderlane and helped him up.

"No harm done." He said brushing himself off. "I've been hit by lightning before and that hurt, though you should maybe layoff on the muffins," Thunderlane said jokingly as he poked a hoof against her belly, causing Derpy to giggle.

"Oh stop," Derpy said as she shielded her belly with her hooves.

They chatted for a few minutes before Derpy give him a newspaper and left to continue her morning route while Thunderlane went to wake up his brother.

Entering his brother's room he saw his younger brother Rumble, a little gray Pegasus colt with a swept back dark gray mane and tail and purple eyes still fast asleep. Thunderlane slowly walked up to the bed and pulled the blanket away.

Now without any cover against the cool air, the colt curled up trying to retain warmth. Seeing Rumble still asleep, Thunderlane smiled mischievously, walked to the side and slowly extended a wing till the tip of a feather was just about touching Rumble's side. Thunderlane then began a tickle assault on the colt's side then belly when Rumble flipped on to his back laughing. Thunderlane then leaned his head down drawing in a breath.

Rumble's eyes snapped open hearing that.

"No big brother not that!"

Too late, Thunderlane blew a big raspberry into the colt's belly. Rumble squealed with laugher, legs moving about and wings flipping like crazy.

"ALL RIGHT ALL RIGHT I'M AWAKE I'M AWAKE!!!" Rumble half-shouted half-laughed.

Thunderlane let up smiling at him.

"Come on Rumble, time to get up, breakfast is on the table and then its time for school,"

"All right big bro, be with ya in just a minute," Rumble said stretching.

Thunderlane nodded and walked back to the dining room with Rumble coming in just a minute after he sat down. As they ate Thunderlane read the paper. He didn't find anything worth reading till he found an article that filled him worry;

Timber Wolf Attack on Rock Farm. Farmers evacuated to Ponyville Safe Zone and Townsfolk to other Safe Zones. No Lives Lost.

He let out a sigh of relief at the last part, That was good news among bad.

So that's why Pinkie Pie's family came here last night, their farm was attacked by Timber Wolves!

A mouth ago Timber Wolf attacks had began to increase in frequency with the wolves becoming more bold and hitting areas deeper and deeper out of their hunting zones every day. So far no lives had be lost but Thunderlane knew it was only a matter of time. The Princesses believed that another invasion coming though the wooden wolves had shown no signs of coordination but he was still worried, Ponyville was so far one of the safe zones but he wasn't sure if it would stay that way.

Equestria's Military had been trying to hold the wolves back, key word being try. the Nobles in Canterlot would not give any more funding to the Guard because 'they felt threaten by the larger Guard force'.

At least until a few had been badly hurt but thankfully not lost in one attack, then Princess Celestria went 'Daybreaker' on their flanks. Funding was not a problem after that.

The Ponies had lost several outlaying towns and cities since this began and the wolves packs were getting bigger as time went on. The Princesses were doing everything they could but some thought it wasn't enough.

Shaking the thoughts from his head he noticed breakfast was done and Rumble had just finished getting ready.

"Come on Thunderlane let's go,"

"Coming Rumble, I'm coming,"

After dropping Rumble off at school Thunderlane took to air and just flew around.

Glad I have the day off

____________________________________________________________________________________________________________

Ponyville

School House

Rumble walked onto the playground and meet up with his friends, three fillies known as the Cutie Mark Crusaders or CMC, Apple Bloom, a yellow filly with orange eyes and red mane and tail. She had a large pink bow tied up in her mane. Sweetie Belle, a snow-white filly with a fluffy purple and pink mane and tail and light green eyes. And Scootaloo, an orange filly with a wild purple mane and tail and purple eyes.

With them was Dinky, a Unicorn filly sightly smaller than the rest of them, she was purplish in color with a messy blond mane and tail and yellow eyes.

Scootaloo spotted him first, "Hey Rumble!"

"Hey Scootaloo, Apple Bloom, Sweetie Belle and Dinky. How are you doing today?"

"Doing well, we were just plan our next cutie mark crusade." Sweetie belle said.

The five of them chatted for a few minutes when Scootaloo suddenly said,

"Ack! What is that smell, AB what did you have for breakfast?"

"That wasn't me! That was-"

She stopped when she and the others noticed Dinky's eyes were wide as dinner plates and she was pointing her hoof at something behind them. The four foals slowly turned around, and saw a number of green glowing eyes a little ways behind them.

If there was one thing foals all had, it was a scream that put any other alarm to shame

"TIMBER WOLVES!!!!!" The foals screamed at the top of their lungs.

____________________________________________________________________________________________________________

Sweet Apple Acres

Applejack and her bother Big McIntosh, better know as Big Mac, had been working the apple trees when they heard the screams.

"APPLE BLOOM!!"

Applejack took off like her tail was on fire with Big Mac right behind her.

____________________________________________________________________________________________________________

Skies above Ponyville

Rainbow Dash was going through today's weather schedule with the weather team when the screams reached her ears.

"SCOOTALOO!!"

She dropped everything and shot off towards the School, the weather team on her tail.

____________________________________________________________________________________________________________

Sugercube Corner

Pinkie Pie Stopped mid bounce.

"Mrs.CakeI'mneededelsewereseeya!"

Pinkie was out the door before Mrs. Cake could say anything, then the screams were heard.

____________________________________________________________________________________________________________

Carousel Boutique

Rarity and Spike heard the screams right after she had let the dragon in.

"SWEETIE BELLE!! SPIKE SEND A LETTER TO TWILIGHT!!" She was out the door and down the street in the next second.

Twilight was in Canterlot working with the Princesses on ending the Timber Wolf crisis.

"ON IT!" Spike yelled after her pulling out a quill and scroll.

____________________________________________________________________________________________________________

Marketplace

Fluttershy and Derpy had been talking when the screams reached their ears.

"DINKY!!"

Derpy took off with Fluttershy on her heels.

____________________________________________________________________________________________________________

Thunderlane heard the screams and was flying at top speed back to the school.

He arrived to see Scootaloo on her scooter pulling the other four foals in a red wagon behind her, wings flapping like crazy, away from a pack of ten Timber Wolves.

He shot at the wolves, hitting the lead wolf right through the head.

"Go! Get out of here! I'll hold them off!" Thunderlane shouted.

"You can't hold them by yourself big bro!" Rumble shouted back.

"JUST GO!!!"

Thunderlane fought the wolves like a stallion possessed, kicking, slamming and smash them apart but they just reassembled each time. He had taken damage as well and he knew he couldn't keep it any longer, but before he could run one of the wolves landed a blow on his back sending him skipping across the ground.

By this time the rest of Ponyville had arrived to see him hit the ground and a wolf jump into the air to finish the badly wounded Pegasus off.

Rumble could only watch in horror, tears flowing from his eyes, remembering the weather accident that took the two brothers parents long ago.

NO!! I already lost Mom and Dad, I can't lose him to!

Then something happened that nopony ever thought would happen. A large light green colored bolt of energy shot out of the bushes and utterly destroyed the Timber Wolf about to take Thunderlane, leaving nothing left, not even ashes.

Two massive shapes came out, smashing into the Timber Wolf pack. To the Ponies shock the shapes were Changelings! At least, they looked like Changelings.

They were big, a Manticore would only come up to their knees on all fours, they didn't resemble Ponies like other Changelings, more like dragons. Their legs were thick and in place of the normal holes they had pits, sharp blades jutted out of the lower legs, their heads were arrowhead-like shaped and heavily armored, their red colored wings were at least the same size as Princess Celestria if not bigger. Long, thick, heavy and powerful tails like that of a dragon trailed behind them, and their thick armored carapace was layered. The most distinctive thing was their small six red eyes.

One of them was sightly larger than the other and had what looked like a scar of some sort over it's left set of eyes, it blocked the pack from the Ponies then let loose a loud, deep battle roar. The smaller one picked Thunderlane up with it's magic and quickly but gently floated him over into the hooves of Rainbow Dash, Cloud Chaser and Flitter who then give him to the medical Ponies who rushed the Pegasus to the Hospital with Rumble in tow.

The Timber Wolves growled and charged, the larger Changeling just scoffed.

"Amusing," He said in a deep rumbling voice.

The smaller one smashed one wolf while another tried to bite his leg, only for the wolf's teeth to shatter.

"Pathetic," He said smashing that one to splinters, then used his magic to burn the remains, leaving not even ash.

The Ponies could only watch in shock as the armored Changeling curb stomped the Timber Wolves. Finally Cloud Chaser said.

"What in the name of Faust kind of Changelings are THOSE?! I don't remember seeing any at the wedding!"

"Are the wolves even scratching them?!" Flitter asked.

"I don't think so," Applejack said eyes wide.

"Nope," Big Mac said.

By this point only three of the ten wolves were left and they seemed to finally grow brains because the three turned tail and ran.

"They have not accepted their fate!" The larger one fired a bolt at one wolf and burned it away.

"YOU CANNOT ESCAPE!" The smaller one grabbed the last two.

"We shall end this, crush them!" The larger on said.

The smaller one did so, crushing the wolves to splinters then burned the splinters.

Just than there was flash and Twilight, Shining Armor in full guard armor, Black Death, and the three Princesses appeared. The two Changelings took off into Everfree though the larger one stopped and looked Black Death in the eye for a few moments then went into the Everfree.

"Princess, what where those?" Twilight asked looking at her mentor." They looked like Changelings but-"

"I know just what they were!" Black Death said.

He turned to her.

"Those Miss Sparkle, were Changeling Juggernauts!!"

Author's Note

This was a long chapter, so the Ponies have their first encounter with one of the Changeling breeds in this story.

The Juggernauts were inspired by The Changeling Hive 1 by Keilink on Deviantart. I don't know how to make links just yet.

Chapter 4: Canterlot Meeting

Canterlot

Royal Palace

Black Death walked along the halls towards the throne room. He and his squad had arrived an hour ago and he was to give a report to the Princesses and, if all went well, get some sleep like his squad was now.

As he walked passed several guards he noticed them sweating as he passed by.

Rookies, they scare easy. If only they had seen what I have seen.

Besides being a head taller than most stallions, Black Death also several scars hidden by his armor and some holes and tears in his wings, he was also, unlike most other Thestrals who's colors were in shades of gray, a solid black. He had been in the guard for 25 years and had seen things that still haunted him to this day. He lightly licked his right fang which had been broken in half long ago, one of many reminders of his missions. Black Death was feared by many both in and out of Equestria by many for his skill in combat and some of his more, dangerous feats, including ripping the teeth out of a dragon that had tried to lead a group of teen dragons to invade Equestria some time after the migration.

They had gotten a little ways into Equestria but as soon as the dragons saw him however they turned tail and ran, all but the leader, who thought he could beat a "namby-pamby pony", the rest got away.

He smiled lightly at the memory, after he was done the Dragon Lord had made sure no dragon would try that again. After all, it did violate the treaty Celestia had with him. Thankful the two leaders sorted that all out.

How was that for a "namby-pamby pony" you over grown lizard with wings. At least your followers were smart enough to run.

Coming up to the throne room doors the two guards let him through closing the doors behind him. In the room was Celestria, Luna, Cadance, Shining Armor in full armor and Twilight sat discussing the Timber Wolf issue, they all looked towards him as he stopped at the base of the throne. He stopped before the Princesses, took his helmet off, revealing that the gem was placed like an eyepatch over his eye and a massive scar across that side of his face, and bowed.

"Princesses, Captain Armor, Miss Sparkle."

"Black Death, What do you have to report?" Celestria asked.

"My Squad and I encountered a small group of Changelings in the Everfree but lost them at the castle. Nothing else happened."

"How many?"

"Four but there may have been more."

Celestria nodded. "With the Changelings scattered and their Royals either dead or missing they wouldn't be able to mount any assault for the time being."

Twilight spoke up. "I'm still surprised so many of them surrendered after the invasion."

After the invasion was repelled many Changelings willingly surrendered, much to the surprise of the Guard, and had been nothing but cooperative. When asked why they all give the same answer; "Sitting in these dungeons in Equestria is a much better fate then what awaits us in the Kingdoms. Only death awaits us there with the hives turning on the Royals and each other. Those Royals were tyrants, at least here we don't have to fight for food, water or a small amount of love."

The Ponies, being a forgiving species for the most part, were flat out appalled once the Changeling Royals treatment of their subjects came to light. Even Shining Armor, who had every right to hate Changelings, couldn't help but feel sorry for them.

Quite a few had offered to help with the Timber Wolf crisis. Those that were let out to help under the watchful eye of the Guard always came back.

"The Changeling issue seems taken care of for now so I think it's time we focus on the Timber Wolf issue now." Shining Armor said bringing up a map of Equestria.

"Timber Wolves attacked here yesterday, thankful nopony was hurt or lost." He said placing his hoof on a rock farm on the the map.

"Doesn't surprise me considering the towns folk dished out a tail whipping on the wolves. The only reason we had to evacuate the town was because of the sheer number of wolves." Celestia said.

Twilight looked nervous. "Isn't that were Pinkie's family lives? Thats too close to Ponyville for my liking."

Cadance warped a wing around her.

"It's okay Twilight, we're setting up a Guard force for Ponyville right now. Ponyville is an important area, and we can't lose any more safe zones, besides the Ponies there along side your friends can defend their home from Timber Wolf attacks should any attack."

As they continued to discuss the issue Black Death was deep in though, not on the the Timber Wolf crisis but on something that had been bugging him since the Canterlot invasion two mouths ago.

I don't understand it, the Changelings that attack that day only had one Royal, large numbers of Drones and only a few Soldiers. I've faced Changelings before and there are plenty of variants they could have used, so why didn't they? All the Changelings I questioned all said that since Chrysalis rose to power and took over the other hives she had exiled most of the variants only keeping Drones and a small number of Soldiers. So the question is... why?

Then again, it's a good thing she only had that or things could have gone really bad.

Luna, who hadn't said a word the entire time, noticed his silence. "Black Death?"

When he didn't respawn she reached over and shook his shoulder. That brought him back to reality.

"Black Death,- " Luna asked again "- what is on your mind? You were very deep in though."

"Sorry Princess, I was just thinking over some that had been bugging since the invasion."

"And what would that be? please speak your mind." Celestia said.

He pulled a small book from a pocket underneath his armor.

"My journal,-" he said setting it on the table, "-form when I was still in the Night Guard before I became a Royal Knight."

He opened the book and showed the page to the others.

"The Changelings we faced were not a full strength hive."

The others were surprised.

"What are you talking about?" Luna asked.

"The Changelings we faced only had three of many different variants."

"Different variants? You mean there are more types of Changelings!?" Twilight half asked half shouted.

"Yes, what you and your friends faced that day were a Royal; Chrysalis, Drones, and a few Soldiers. There are more that you didn't face, like the Shock Trooper, Skirmisher, Flyer and Commando."

"And why didn't you tell us before the invasion?!" Shining asked glaring at him.

"Firstly, I haven't seen any Changelings for over ten years. Secondly, I did file a report but my arrogant plot head, excuse my language, of a commander at the time just dismissed and through it out. And thirdly, I've been away from Equeastria for a long time doing missions so I could file other report after that commander had passed and by that time I had forgotten about it."

"Stop you two!" Celestia ordered. "What happen has happen and we can't change it. Black Death, tell us what you know about Changelings. It may help us in case of any future attacks."

"Okay thank you Princess. Keep in mind that this intel might not be 100% accurate, it's been ten years since I wrote this. Let me start with the Worker Case. The Worker Case are Changelings rarely seen out of the hive. Workers are not fighters but will defend themselves if cornered. The Workers are,-" Black Death showed them a picture of a Changeling that was smaller then the Drone with a shorter horn but looked otherwise the same.

"- Worker; The Worker does things such as hive maintenance, moving eggs and other tasks along that line."

Next was a Drone sized Changeling with what looked like large butterfly wings and a horn spit in two half way down.

"Healer; Basically a Changeling Medic, they also tend to the young and eggs."

He flipped to the next page to reveal a large Changeling (Twilight guessed around the size of Big Mac) with two sets of large fangs and a long horn.

"Next is the Fighter Case. Breeds of this case are the frontline troops of the Changeling Hives. The one you see now is the Berserker; A powerful and heavily armored breed used to smash through enemy formations and wreck havoc among them. Be thankful you didn't encounter this one Miss Sparkle, these one are quite dangerous.

Twilight couldn't help but agree. "Black Death, you know you can call me Twilight."

"I work on that Miss Sparkle." He said, with a smile to show he was joking with her. Twilight just smiled back with a sigh.

"Next is-" He was cut off as a wisp of smoke appeared though the window heading towards and landing in front of Twilight.

"Spike send a letter? It must be important since I told him I was going to be in a meeting this morning."

She opened the letter but only read a few words before a look of sheer panic appeared on her face, much to the concern of the others around her.

"PONYVILLE IS UNDER ATTACK BY TIMBER WOLVES!!!

Celestia didn't waste any time. "Grab hold of me, we aren't losing other town to the wolves!"

They did and Celestia's horn lit up with a teleport spell, they disappeared in a flash.

___________________________________________________________________________________________________________

Ponyville

Near the schoolhouse

The six of them appeared among a crowd of Ponies watching two massive Changelings finish off two Timber Wolves, as soon as the two saw the six of them they took off into the Everfree Forest. The large of the two stopped and locked eyes with Black Death for a second before disappearing into the trees.

"Princess, what where those?" Twilight asked looking at her mentor." They looked like Changelings but-"

"I know just what they were!" Black Death said.

He turned to her.

"Those Miss Sparkle, were ChangelingJuggernauts!!"

"Juggernauts?"

"Yes, one of the most powerful Changeling breeds."

Author's Note

This chapter took awhile to get out due to writers block and yard work. Sorry about that.

Chapter 5: The Hive part 1

That same morning, Everfree Forest

Close to Ponyville's Outskirts

Dragonfly's Hive

Dragonfly sat in his temporary throne room looking over some possible plans for the hive. He and his Changelings had arrived in this long abandoned mine late last night and had slept in a stable room and had started stabilizing the rest this morning. The mine itself went pretty deep below ground but a number of rooms and tunnels had collapsed a long time ago, it would take some time to clear and stabilize the rest of the mine.

Dragonfly set aside the plans and picked up a small light green crystal he wore around his neck, he looked at it for a few minutes then closed his eyes while lightning up his horn. Images began to past by in his mind like a roll of film till it stopped on a select group of images.

Images of a slightly happier time, before the invasion.

In the first image was a Royal Changeling a good head taller then Chrysalis and far more pretty. While her carapace was the standard black her eyes and wings were red while her back plate was silver, much like his own. Her very long mane and tail however were the real eye catchers; they were a mix of red, gold, blue and silver. The pattern was like that of Celestria's only it didn't wave like her's did.

This was Nebula sheen, better known as Empress Nebula, the now ex-leader of the Changeling Hives as a whole, and Dragonfly's mother.

If anyone was watching him right now they would see the corners of his closed eyes tear up and the tears would begin falling down his face.

The next image was a Thestral stallion with an ash gray coat, bright yellow eyes and dark blue webbed mane, tail and wings. His cutie-mark was a pair of midnight black crossed sabers.

This stallion was, as surprising as it was, Dragonfly's father, Black Saber.

The two had met a long time ago when Nebula was taking some time off from leading the Changelings. She had meet Black Saber at the cafe in Ponyville and had lunch together. After that the two eventually started dating until Neula had to return to the hives, she had come clean with him on what she was and why she couldn't say with him, she loved him that much.

To her surprise Black Saber told her he had known she was a Changeling since the day they met, and that he loved her too. When Nebula asked how he knew, he simply said "You may be able to hide you appearance but you can't hide your sent."

Black Saber had told her the Thestrals had known about the Changelings since Black Death had first seen them long ago, but every Thestral that had tried to bring them up to command before the invasion just were waved off do to racism towards Thestrals. With Princess Luna's return the racism had lessened but the only pace one could find Thestrals outside of their homeland besides the Night Guard was Ponyville because of the locals open and friendly demeanor.

Which was why Nebula had chosen Ponyville as her vacation spot, the positive emotions in the air alone could easy fed quite a few hives for a very long time without even having to take any from the Ponies there at all, which was why Dragonfly had followed his mothers hoofsteps and had set up his hive near Ponyville.

His Gathers would only go into town late at night to avoid any Ponies, better to not be seen and use the night to their advantage if needed, at least for now.

Nebula and Black Saber eventually had a child in secret, him.

However the other Royals had somehow found out about the whole thing and went after them. In the end, Black Saber had vanished and was believed to be dead, Dragonfly didn't believe so because they never found his body. They did find the four Royals his had killed, and that was a feet to be respected as Royals weren't so easy to kill. All they found of Black Saber was his crystal necklace Nebula had given him which Dragonfly now wore around his neck.

Nebula had fled into exile, unfortunately she had no choice but to leave her son behind but the other Royals weren't able to kill him because if there was one thing his parents had taught him, it was how to fight. So the Royals left him alone for the most part.

Then the invasion came up, Dragonfly had been against the plan right from the get go. Chrysalis had taken over the other hive by this point and, instead of putting him down the Royals placed him into a cocoon saying they would deal with him later.

And ironically I'm the only Royal left in Equestria as far as we know. Good thing I had loyal Changelings unlike the others.

While he was stuck with the hives he had gathered a small hive of Changelings of his own for one reason or another, the primary one was that he treated them better then the other Royals.

Being kind to them helped me in more ways then one

Seeker had served his mother as an advisor before she had fled, now he served him which Dragonfly was thankful for as while his was a very capable fighter in his own right he had little to no political experience, which Seeker had plenty of.

Rhino was a Soldier Breed that had had enough of his Royal's yakdung and joined Dragonfly as a Commander.

Darter and Spotter had joined after their Royal had punished them for something they never did and couldn't take the abuse any more.

The other Changelings had joined for the same reasons among others. It was a small hive but it was enough for now. Besides Dragonfly had reason to believe that the other breeds of Changelings that Chrysalis had exiled after Nebula had fled would seek his hive out and join up, only time would tell.

He came out of his trance only to let out a yelp of surprise and nearly jump out of his carapace as Seeker was standing in front of him almost touching noses.

"What the hay Seeker? Are you trying to give me a heart attack!

Seeker pulled back and stood there holding a hoof to his mouth trying not to laugh, finally he said "Sorry Dragonfly I couldn't resist. Anyway the Drones are making good progress. I'm guessing you were going over you're memory crystal again?"

"Yes, I deeply miss them."

"You know they could be dead by this point, then again they both could very well still be alive."

"I know Seeker but I still have hope. Anyway good to hear the work is progressing nicely."

"Indeed, how's your project coming along?"

"Better then I thought, worse than I hoped."

Dragonfly had been trying to create a self-replicating love source using Changeling crystals. So far he'd had... limited success. He'd made the storage crystals hold more and last much longer but that was about it.

"At least you made some progress. That's better than nothing."

"Ya..." Dragonfly said sighing and looking at the floor.

"Dragonfly? What's wrong? You alright?"

"Ya it's just... I have the HUGE task of rebuilding our kind and you know as well as I that a lot of Changelings wouldn't trust me after what the other Royals did to them. I just feel like I wouldn't be a good leader."

"Prince Dragonfly you listen to me! You are a good leader, if you were a bad leader we wouldn't be sitting here discussing this now. You are much kinder that the other Royals, proof of that is while their Changelings turned on them, yours recovered you and brought you to safety to free you from you're prison. You eight, slept, fought, and bleed alongside you're hive. You shared you're small love rations with them despite going to bed with a half-full stomach."

Seeker spoke in a firm yet gentle tone. He paused and took in a breath.

"You were also against the invasion from the get go, you even told me once that if you had been calling the shots the whole invasion never would have happened. You never once hit you Changelings when they made a mistake, you only spoke in a gentle yet firm tone. Even now you made sure they each had a space to call their own before you even thought about you're own. I know you feel that the weigh of the fate of our entire species rests on you shoulders but you are not alone in this."

Seeker thumped a hoof against his chest.

"You have us, you hive. Every. Last. One. Of them with you every step of the way. I served you're mother for years, I knew you're father well and I will say this; you might not be as good as a leader as you're mother, you might be as good, you might be even better, only time will tell that tale. But I know that both you're mother and father would be proud of you."

Dragonfly looked stunned for a minute but then a huge smile spread across his face.

"Thanks Seeker, I needed to hear that."

"I made a promise to Nebula I would help you out when you needed it, and I fully intent to keep that promise."

Any further talk was interrupted as both Rhino and Spotter suddenly charged into the room shouting, "DRAGONFLY! SEEKER!"

"What?/What?"

Both started speaking at the same time but either Dragonfly or Seeker could make out what it was. Dragonfly's horn lit up and to globs of green magic appeared around their mouths.

"Now I'm going to let go of you're mouths, and when I do, I want you to calmly tell us what you need to tell us, understand?"

The two nodded and the magic around their mouths disappeared. They both then said;

"Timber Wolves headed to Ponyville!"

"WHAT?!" Dragonfly shouted then said. "Gather some fighters and stop those wolves! If Ponyville is lost then we are done for! Call on the hive mind if you need help."

"YES SIR!" They both saluted and rushed out of the room. Dragonfly turned to Seeker.

"Where's my battle axe?"

"It right beside you where you always keep it." He said pointing at Dragonfly's right.

Dragonfly looked down next to him and, sure enough, there it was. He picked it up.

"Seeker I'm going to get some more fighters and wait until ether they need help or the wolves are gone. You stay here and await further notice."

"Got it sir."

Dragonfly took off down the tunnel. I hope we're not to late to save anypony

Chapter 6: The Hive part 2; Changeling Breeds

Everfree Forest

Changeling Group One

Rhino, Spotter and a group of four Drones and one Healer run through the forest towards Ponyville at break-neck speeds on hoof. They would have flown but they didn't want to alert any Ponies to their presence.

Dodging trees and plants Rhino couldn't help but remember a time before he joined Dragonfly's hive. The training, the pain, and the bulldung.

If there's ONE thing my former Royal did right, it was the intense training.

Ducking under some bushes Spotter climbed up a tree to get a better view. He spotted the Timber Wolves, in an intense fight with a dark grey Pegasus with a silvery blue mane and tail, so far the fight was even.

"That Pegasus is putting up one hay of a fight." Rhino said impressed.

"Yea but he's taking a lot of blows from the wolves. He's going to need to pull back and fast." The healer said.

"Then we'd better help out. Brace!" Rhino ordered, not caring if the Ponies who had gathered by now saw them. Their Prince had given them the order to stop the Timber Wolves and that's just what they were going to do.

The four Drones crouched and set their legs.

"Charge horns!"

The Drones horns lit up with light green magic, Rhino lifted a foreleg up. By this point the the Pegasus tried to retreat but took a blow to the back and went tumbling along the ground.

"Ready, aim..."

A Wolf jumped to finish the wounded Pony off.

Before Rhino could order fire, a large light green bolt of energy shot out of the bushes and utterly destroyed the Timber Wolf about to kill the Pegasus, leaving nothing left, not even ashes.

"What the...?" Rhino said stunned. Two massive Changelings came out from the bushes, smashing into the Timber Wolf pack.

"Commander, are those really what I think those are?" Spotter said from the tree.

"They are but, Juggernauts? Here?" Rhino said a bit surprised by their appearance while the Drones canceled their magic.

"At least the Ponies are out of danger." A Drone said.

The Juggernauts had just finished the wolves when there was a flash and Twilight, Shining Armor , Black Death, and the three Princesses appeared behind the crowd.

BLACK DEATH IS HERE!! WE NEED TO GO!! Spotter shouted over the local hive mind.

Right. Everybuggy move out! Back to the Hive! Rhino ordered.

The group turned and fled back into the forest. Rhino contacted Dragonfly over the hive mind.

Prince Dragonfly do you hear me?

I hear you Commander go ahead.

Timber Wolf pack taken out but it wasn't us.

?...Then who did it?

Two Juggernauts.

Juggernauts? You kidding me Commander?

No I'm not. Black Death is here with the Princesses as well.

Get back to the hive now!

We're on our way. Out.

________________________________________________________________________________________________________

The Hive

"Let me get this straight, you all saw not one but two Juggernauts?" Dragonfly asked.

He and the entire hive had gathered in the temporary meeting chamber to discuss what had happened.

"Yes sir, two Juggernauts crushed the wolves then fled into the forest when the Princesses appeared." Rhino said.

Seeker rubbed a hoof against his chin.

"This complicates things Dragonfly. With the Timber Wolf attack and the appearance of the Juggernauts Ponyville is going to be on lockdown for the near future."

"I know Seeker, at least Ponyville is safe for now. But what I want to know is who those Juggernauts were. Only a few Juggernauts ever existed in Changeling history and the only two I know of were-"

"Your mother's personal bodyguards." A deep, Rumbling voice cut Dragonfly off.

All fifty Changelings heads snapped around to see the two Juggernauts from earlier standing in the entrance. Dragonfly and Seeker recognized them instantly.

"Titan, Spartan?!" they both said.

The larger Juggernaut, Titan, nodded.

"Hello Dragonfly, Seeker. It's been a looonnnggg time hasn't it."

Spartan, the smaller Juggernaut flicked his tail.

"You're finally starting you own hive, about time too."

"Hold on, Prince, Seeker. You know them?" Rhino asked sounding quite confused.

Dragonfly and Seeker turned to the rest of the Changelings.

"Yes we do. Everybuggy, this is Titan and his twin brother Spartan. These two Juggernauts were my mother's personal bodyguards." Dragonfly said as he rubbed Titan's chin, the Juggernaut giving a moan of delight.

"One of them would also looked after our Prince when his mother and I were both busy. They taught him how to fight along with his mother and father." Seeker said.

The Changelings, now understanding why their Prince and his right hoof knew them, slowly started to approach the Juggernauts. They were still a bit wary by their size as they had ever seen this breed of Changeling before now.

Spartan carefully laid down and allowed the nymphs to climb all over him. Titan chuckled lightly in amusement at his brother, who just shot him a look.

Dragonfly, Seeker, Rhino, Darter and Spotter watched the Juggernauts integrate into the hive.

"Why did you never tell us two Juggernauts were you mother's bodyguards and on that note; how did she end up with two Juggernauts anyway. Aren't they very rare?" Spotter asked.

"You never asked, she raised them from eggs, and yes they are rare, she chose them because she wanted bodyguards she knew she could trust do to being the Empress at the time."

Spotter nodded and looked back at the hive.

Our hive has grown a little but... we can't stay hidden for much longer but what to do?

Dragonfly thought to himself as his Changelings played.

_________________________________________________________________________________________________________

Several Hours Later

With the Juggernauts joining the hive cleaning got much easier, most of the middle and all of the upper areas were cleared with only the rest of the middle and the lower areas were left.

Dragonfly was walking towards the newly set up Hive Chambers. The Hive Chambers were a special area used to change Drones into the various breeds of Changelings. Most Changelings started their lives as Drones, they entered this chamber when they had achievements such as bravery, skill, and other such things. The chosen Drones would then enter special cocoons that would change them into whatever variant that had been chosen over time.

For example: If a Drone showed more skill in battle then his or her clutch mates, they could eventually become a Elite Soldier, Shock Trooper or even a Royal Guard if the requirements were met just to name a few.

Dragonfly walked through the door way and looked around the Chamber. A large number of alcoves dotted the wall from one side of the door to all the way around the other side. Only one alcove was filled with a bee hive-like structure with a slightly raised platform in front of it. Resting in front of the structure was a single cocoon pulsing with a green light till it stopped then it spit open with a newly transformed former Drone shaking the remains off his new body.

This Changeling resembled a Drone but stood a little taller with a longer horn, the most eye catching feature was a pair of light green tubes that traveled from the base of the horn down the back of the neck, over the back plate and into two deflated saddle bag-like growths that hang over the Changeling's flanks.

This Changeling was known as a Gatherer, a variant of Dragonfly's own design.

Changelings fed through two ways; draining the emotional energy, or E-energy directly from the Pony, or from the airborne E-energy around Pony towns and cities. Dragonfly had forbid the first way because even though it was more filling then the second way, it caused permanent damage to both parties in the long term. After a number of years Ponies would become empty shells with the only mercy being a painless death while Changelings suffered great levels of insanity after a very long time. Fortunately, the short term effect were not permanent and no were near that bad, at worst only needing a little food and rest to recover.

The second way wasn't as filling but was far safer for both parties, taking distilled E-energy from the air around and above Pony settlements. Ponies gave off E-energy like boiling water gave off steam, if you were to look through the eyes of a Changeling using their emotion sense on a Pony, you would see energy waves coming off him or her like heat waves off a fire.

This energy would gather around Pony settlements and would stay there as long as there were Ponies living there. Dragonfly created the Gatherers to get a lot of this energy and bring it back to the hive using their saddle bag-like growths.

Gatherers would enter at night and find a spot were the purest energy had formed, fire a magic tether into it and draw the energy down the tether, filtering through the horn, through the tubes and finally into the bags. Once the bags were full the Gatherer would return to the hive and drop off the energy. A single Gatherer could bring in enough to feed 25% of a large hive with no harm to the Ponies this way.

Dragonfly smiled with pride seeing his work on that finally bear fruit. He had been worried that it would have been lost with he was placed in that cocoon.

And even then they had to drop a pile of them on me in hopes of catching me in one because they knew they couldn't fight me head-to-head

Dragonfly was brought out of his thoughts when he felt something tapping his side. Looking down he saw Rhino tapping his barrel.

"You okay Prince?"

"Yea, just remembering some of the past."

"Alright, Seeker asked me to refresh your memory on the different breeds of Changelings."

"Ah right, never hurts to refresh the memory a bit. Especially after being in that cocoon for a year which didn't help."

Rhino nodded in agreement.

"Follow me." Rhino said as he and Dragonfly left the Hive Chamber and walked to what would be Dragonfly's throne room. The room was fairly large with a slightly raised up two steps platform opposite of the door way, the platform held a simple throne made up of a bed-like seat made of lightly hardened and gelled Changeling slime with a few pillows made of the same stuff. Not exactly luxury by anycreature's standards but Dragonfly had wanted something simple unlike the other Royals whose luxury's and throne rooms went way overboard.

Dragonfly sat down on his throne while Rhino set up a small crystal in the center of the room. Rhino channeled some magic into it lightning it up. He turned to Dragonfly.

"Okay Prince, this crystal will show the different Changeling breeds. When you see them I want you to say what they are and tell me what you know about them, I'll help fill any blanks."

"Alright Rhino, start it up."

Rhino nodded and did so.

Dragonfly recognized the Worker, Gatherer, Healer and Berserker just fine. The next looked like a Berserker but with glowing crystal-like growths spread across it's body.

"That's a supercharged Berserker, if my memory is right they are an upgrade unit made for causing more havoc among enemies then the regular Berserker but unlike the regular, which out of combat could make productive members the supercharged had to be encased in special cocoons to keep them from wrecking the hive and killing other members. Those facts made them very and they were only used in extreme cases. Both Types are hatched as their breed."

Rhino nodded and switched to the next one. Dragonfly smiled seeing it.

"The Good old Drone, the most common and versatile of the breeds, making up the bulk of a hive. They can do any job with the right training and most Changelings begin their life as Drones."

Next one came up, this one looked like the Drone but wore armor that covered it's back plate and wings and a light helmet.

"That's the Armored Drone, they are Drones used for more dangerous duties and make good soldiers in a pinch."

The next one looked like a Drone but was a little bigger and wore armor on it's chest and a helmet.

That's a Soldier, the standard front line infantry of the Changelings and the most common next to Drones. A group of Drones are often by a Soldier and you Rhino are a Soldier yourself."

"That I am Prince Dragonfly."

The next one was a Soldier wearing armor that greatly resembled the armor worn by Pony Royal Guard but without the saddle and helmet plume and with armor covering the barrel and legs fully.

"Armored Soldier, veteran Soldiers either who lead squads of Soldiers or form their own squads."

Next was a Drone that was a bit taller and instead of a webbed tail had a long tail with a row of spikes travelling from the base to a scythe shaped blade at the tip.

"Spiketail, They are used for precision attacks against large enemies like Yaks or Dragons with their long tail."

Next was a Soldier with a long horn with some slight bents and wings long enough to cover it's back like a cape when folded.

"Elite Soldier, a rare breed know for their skill in combat, being veterans of many battles."

Next was a Soldier-like Changeling with longer and larger wings, plates on the back of the neck, a larger neck fin, thicker legs with a few spikes on the lower legs, and smaller eyes.

"Shock Trooper, a breed know for their shock and awe assaults and their use of the Germane Blitzkrieg tactics."

"Well my Prince, seems your memory isn't as fogged as we thought, up next is Heavy Case. The Heavy Case is our version of heavy infantry." Rhino said tapping the crystal, causing a heavy set Changeling to appear.

This one looked like a Berserker but was a bit bigger with a long, curved horn and three sets of fangs.

"I know this one, the Skirmisher, a breed with three other variants that make up our heavy infantry. They are not very smart, only enough to follow orders, their attack couldn't be simpler; they see their target, they attack it, it goes down. But they are as tough as they are dumb. This breed and it's variants are hatched as this."

Next was a Skirmisher with armor on it's legs, chest and head, and some sort of device on it's horn.

"The Bolter, the device on it's horn allow it to fire magic bolts at a very high rate."

Next was a Skirmisher with armor added to the back, barrel, flanks and neck, and a helmet with four spikes as long as the horn. Held in it's magic were two very large and heavy tower shields with short spikes around the edge and a medium sized crystal in the center.

"Charger, this breed will rush at enemies covering themselves and nearby allies with their shields. Once they reach their target they slam their shield into their target, if the blow doesn't bring them down the blast of magic from the crystal will.

Next was a Charger with more, heavier armor and four even heavier tower shields.

"Elite Charger, a veteran Charger with more armor and shields that reflect ranged attacks."

Rhino tapped the crystal.

"Next is the Armor Case, these Changelings are our heavy assault units, often found were fighting is the thickest. Changelings in this case are heavily armored, very strong and have a very high resistance to both magic and physical attacks. These breeds however have lost the ability to disguise."

"I'm not too familiar with this case or the ones after Rhino, Mom never got the chance to teach me the rest before she had to flee."

"I know my Prince, I'll teach you since I am familiar the rest of the case's and breeds."

Rhino tapped the crystal and a large Changeling a good head taller then a Royal appeared. This one had thick legs, smooth plated armor on it's shoulders, back, flanks and chest. A short webbed tail and mane with a lot of holes and tears, a blunt snout, a short, thick horn, two curved thick horns jutted out from the sides of the head, a short head crest, three sets of short fangs, and four eyes with the rear pair being smaller than the front pair.

"This one is the Brute. Brutes are the smallest of the Armor Case and have the least amount of armor, being built more for speed, to counter their lighter armor they work in packs of three."

"But they are still hard to take down."

"Right."

Next was a Changeling twice the size of the Brute with thicker and heavier legs, more plates with spikes, a row of four spikes down it's back, a short webbed tail and mane with a lot of holes and tears, a thick sightly longer horn then the Brute's, a few bumps at the base of the horn, a crest of six plates behind the ears with a gap on top, a set of fangs with a smaller set behind the first, and four eyes with the rear pair being smaller than the front pair. The way it's head sat give it a hunchback appearance.

"The Tank, the standard Armor Changeling who make up the bulk of the Changelings armor core. Both the Brute's and Tank's wing are hidden under their back plates like a lady bug or rhino beetle."

The next one was as big as the Tank but with light armor and had plates along it's back like a Pill Bug.

"The Roller, this breed is used for siege warfare. They fold up and roll at their target picking up speed along the way, often smashing through walls, gates and enemy infantry formations. They are a somewhat rare breed."

Next was the Juggernaut, which Dragonfly knew.

"Now this one I know. The Juggernaut was created by my Mother Empress Nebula Sheen a very long time ago. They are among the most powerful breed of Changelings, capable of going hoof-to-claw with a dragon and wining."

The next one Dragonfly didn't recognize at all.

"Rhino what is that? It looks like somebuggy took a young adult quadruped dragon, turned it into a Changeling version of one, and removed the wings.

"That's just what happened my Prince, this is the Drake, a breed originally created by taking the body of a dead young adult dragon, removing the wings and placing it in a cocoon to become a Changeling."

"That's... rather morbid, and why remove the wings?."

"It was created during a terrible war between Changelings and Dragons long before the Pony Tribes came together, as for the wings the original body's wings fell off during transport."

"Okay that's just sick."

"Yea thankfully this breed can be created from drones now. Anyway, this powerful breed was created to fight dragons since Juggernauts weren't around at the time."

The next one didn't even have a picture.

"What is this one Rhino? There's no picture."

"This one is the infamous Behemoth, this breed has not been seen for well over a thousand years so I don't know much about them and the only hive that could create them was lost two thousand years ago."

Rhino switched over to the next one.

The next Case is the Air Case. This case is our air counters to airborne foes like Pegasi, Griffons and Dragons. This one is the basic Flyer, they're pretty much airborne Drones."

The Flyer was a Changeling a bit bigger and more slender than a Pony and had bigger and longer wings.

Next was a Changeling that resembled a Wyvern, a Changeling version of one anyway. Next to it was one only a little bigger than a foal.

These are the Wyrm-" Rhino pointed to the small one "- and the Wyvern," He pointed to the larger one. "I'm afraid my knowledge on these breeds is very limited. Other then the fact they existed I don't know about them." He said shrugging.

"I wonder what they were for." Dragonfly said. "Anyway next one."

The next one resembled a Royal with very large and sharp wings. It wore a flight suit like the Pony Wonderbolts but with the horn and legs exposed and a pair of goggles on it's head.

This one goes by three names; Windbreaker, Wing slicer, and Cloud Crasher. They are the direct counter to Pegasus Pony Soldiers."

"They look like the Changeling version of the Wonderbolts."

"In a way that's what they are, just far more Military focused. They are the fastest Changeling Flyers and their wings are razor sharp, capable of cutting a Dragon's wing clean off in one pass."

"Yikes."

"Yea, and they always aim for their foes wings. Thankfully they can dull or sharpen their wings at will to keep the from hurting hive mates. The holes in their wings make this sound when they attack."

"For intimidation i'm guessing."

"Yes." Rhino confirmed.

Next was...

"Commander, is that what I think it is?"

"A Changeling version a Dragon? Yes that is just what it is. They were created during the same war as the Drake and are made by infusing the cocoon with dragon scales. They are the most powerful breed known but require a very rare and special gem to make, one that is borderline impossible to find."

He switched over to the next one.

"Next is the Support Case, pretty self-explanatory."

The first one looked like a Drone but had two long, antenna-like limbs sitting behind the ears.

"Scouts, their antenna allow them to navigate poorly lit areas and their emotion sense is far more keen then other Changelings."

The next one was a Drone with it's back legs and tail replaced with a mermaid like tail.

"Swimmer, a breed only seen in hives near bodies of water."

Next was a Manticore sized Changeling with a head like a Juggernaut but rounder, a body similar to a tortoise with a mostly flatter back, very thick back legs with several long thick spikes pointing down on the back of them, and a long thick tail like a Juggernaut. The most unique feature was some sort of organic 110 pounder naval long gun mounted on it's back. Around the Changeling were seven Drones and a Soldier, and sitting in front of the right leg were three cocoon-like cylinders with different tops; The first was a smooth dome, the second was a spike and the third was a dome with a honeycomb structure.

"Okay this one I have no idea what that one is." Dragonfly said tilting his head to one side.

"This Breed is the Pounder, the Changeling counterpart to the Ponies catapults and cannons. The Drones and Soldier with it are it's caretakers, the Pounder is hatched as it's breed but it's caretakers hatch with it. The cylinders are the ammo for the cannon on it's back, the smooth dome is general purpose, the spike is armor-piercing, and the honeycomb is anti-air."

"I'm guessing this is a rare breed?"

"Yes, only larger hives could make them. Next is the Infiltration Case, this on is also self-explanatory."

The first one was a Drone with a longer horn and longer wings.

"Infiltrator, they infiltrate enemy forces far ahead of the main force and act as spies.

Next was a Changeling that resembled a head shorter Royal with light full body armor and a number of small cocoon-like orbs hanging on several straps across the torso and a two saddle bags over their flanks.

"Commandos, elite Infiltrators who work as saboteurs."

He switched to the next one.

"Next is the Magic Case, our counterpart to Unicorns."

The first was a somewhat larger Drone with a horn twice the length of the normal Drone's. It wore an amulet with a crystal on it's head and a gem pendant in the shape of a claw or fang around it's neck.

"The Caster, basically our version of a Unicorn trained in combat magic."

Next was a Changeling the size of a Commando with a long horn like a Royal, large wings, and short fangs. It't wore an amulet and a pendant like the Caster but also wore a shawl studded with small gems and a collar made of lightly hardened and gelled Changeling slime.

The Valkyrie, one of the most powerful Changeling breed, almost on par with the Canterlot Archmages. I don't know much else about this breed as they haven't been seen since before Discord's rule and even then they were a very rare breed."

He tapped the crystal again.

"Next is the Guard Case, this case is responsible for protecting the Royal Case and act as their personal agents."

The first one was a Changeling a bit bigger than a Drone with armor on it's chest and neck and a helmet with mandible extensions.

"The Royal Guard, the standard guard and the most common. They can be found all over a hive and sometimes serve as body guards."

Next was a Commando-like Changeling wearing heavy armor similar to a Pony Royal Guard with the addition of a heavy and thick collar that split in two spikes half-way up with the flanks and plot covered by a cape-like cloth split down the center to allow the tail through and a helmet like a Royal Guard's that covered the eyes and horn and in place of the plume was a webbed mane. Held in it's magic was a crossbow-like weapon and attached to the spot were the armor and cloth met on the left side was a quiver holding more bolts.

"The Praetorian, the second most common guard. These are field agents who work along side the main force and lead squads of Royal Guards. The crossbow they carry fires explosive bolts and will stick into targets and terrain then explode, they have three variants.

"The Praetorian Sentinel, They Stay close to the hive and work as lookouts for the Royals."

The Sentinel looked the same but with a helmet that left only the jaw exposed.

"The Elite Praetorian, a veteran Praetorian who protect Young Royals in squads of six."

The Elite had a full helmet.

"And the Hive Guard, the Elite of the Elite, they are the lead Royals personal bodyguards, with no less than eight with a Royal at all times."

The Hive Guard wore more oriental armor studded with gems.

"The final Case is the Leader Case since you know the Royal Case; the Young Prince/Princess, the Prince/Princess, and the King/Queen. First up is the Lieutenant."

The Lieutenant was a large Drone-like Changeling with an armored collar and helmet.

"Lieutenants are the second-in-command to Commanders, who is next."

The Commander was a Commando-like Changeling with an armored collar with five studs and a helmet with mandible-like spikes extensions and two curved short spikes below the horn.

"The Commander is the head of a division of the hive Military and is just below the Advisor and the Royals. A Commander is added by two Lieutenants. The last one is the Advisor, which is what Seeker is. Advisors are the right hoof Changeling to a Royal."

Rhino Turned the crystal off.

"That's all of them my Prince, any questions?"

"No, but I am glad Chrysalis only had untrained Drones and only a few Soldiers or things could have been a lot different. On that note, could you gather Seeker, Darter and Spotter in here? We need to discuss our future plans."

Rhino saluted "-On it sir.-" and walked out of the throne room.

Dragonfly began thinking about the future.

The future of our hive is unknown right now, with the Timber Wolves and the alert Ponies times will be difficult but what could we do? We will help them with the wolves but do we stay hidden or do we reveal ourselves to the Ponies? We have a long road ahead of us.

He picked up his crystal and stared into it.

Mom, Dad, rebuilding will take time and I'm not sure if peace is possible with the Ponies right now but, when the time comes, I hope I do the right thing.

He hugged the crystal against his chest, a few tears fell from his eyes.

I love you both very much, and I hope to make you proud to call me your son.

Author's Note

My longest chapter so far, hope you enjoyed it.

These artworks inspired some of the different Changeling variants.

Artwork One

Artwork Two

Artwork Three

Artwork Four

Artwork Five

Artwork Six

Artwork Seven

Chapter 7: Planning for the Future

Everfree Forest

The Hive

Dragonfly's Throne Room

Dragonfly, Seeker, Rhino, Darter and Spotter had set up a stone table in the center of the room and had spread out a map of Equestria and old reports and were discussing their next move.

"Okay," Dragonfly said, "Here's what we know so far."

He placed a hoof on Ponyville.

"Equestria is currently dealing with a Timber Wolf crisis, they've had to evacuate several outlying towns and a few former safe zones. The Ponies Military is beating back the wolves but they keep attacking, reports say the wolves are more aggressive then usual and the attack are random so the Ponies haven't been able to mount a counterattack."

Seeker rubbed his chin and said.

"Ponyville was the most recent attack. Timber wolves are know for their bloodlust but even for them this is too bold, I for one think someone or something might be controlling them."

Rhino spoke next.

"If that's the case they are either insane or have no grasp of tactics. Not to sound paranoid but this smells fishy, Equestira is known as a peaceful country but it's also known for it's very strong military."

Spotter snorted.

"Our Prince got that point across to us, loudly, before the invasion."

"Well I was Right!!" Said Prince shouted.

_____________________________________________________________________________________________________

Flashback

Main Changeling Hive, a little over a year ago

"ARE THEY BUCKING INSANE!!!!!"

The only reason Seeker didn't have his back against the wall completely was because of the very terrified forms of Rhino, Spotter, Darter and the other Changelings of Dragonfly's small hive that were currently hiding behind him in sheer terror of the very enraged Young Royal ranting at how stupid the other Royals apparently were.

Dragonfly looked like he was having a massive meltdown, his hive had seen him angry before, but never this angry. In fact, they swore they could see smoke rising from his carapace.

From his ranting they had guessed the other Royals, lead by Chrysalis, had planned to invade and take over Equestria. There were other details but the small hive couldn't make them out.

"Anybuggy with a BRAIN knows that Equestria is a peaceful county for a REASON!!! The Griffins learned that before Nightmare Moon appeared, their only warning was an eclipse before their king at the time and his loyalists were found dead with their throats slit by Pony Commandos, THESTRAL COMMANDOS not less, Who Will will use terror tactics! After that the united Griffin Kingdoms fell to infighting. They may have a strong military now but they are allies with Equestria!

He grabbed a pillow off the bed next to him and screamed long and loudly into it.

After screaming into it for about an hour, he pulled the pillow from his face, set it back on the bed and took a deep breath. He then turned to look at his hive.

"Sorry you all had to see me fly off the handle like that. It's just those horseapples for brains Royals have had the most brilliant idea to invade Equestria to "gain enough love to feed the Changelings for thousands of years." We all know that isn't going to happen, Equestria has a very strong Military for a peaceful county, we need ponies free and unharmed to keep our kind sustainable, and even if the plan to take Canterlot is a success the Ponies will bring their full Military might on our heads. This WHOLE plan is doomed to fail, The other Royals only have barely trained Drones and a hooffull of Soldiers, not to mention no tactics or strategy other then Chrysalis acting as the only point of infiltration."

"How are the other Royals this brainless?" Darter asked.

"The other Royals have fallen to their greed and arrogance, and with Chrysalis in charge they wouldn't see logic." Seeker said shaking his head and looking down at the floor.

"I've also heard that the other Changelings are reaching their rage breaking point, years of suppressed rage at the poor treatment is very close to meltdown." Rhino said.

"How close?" Spotter asked.

"Failed invasion and the other Changelings will turn on their Royals, with things going pear shaped very fast close."

"Which is why I what you guys to take our hive and get the hay out of here before that happens." Dragonfly said.

The others looked surprised.

"You want us to take the hive and leave you here?!" Seeker half asked half shouted.

"Sir, with all due respect, it is the hives duty to stay with it's Royal." Rhino said.

"I know Rhino, but I will not allow my hive to get caught up in the middle of the coming storm and I need to stay here to keep the other Royals from getting suspicious."

His hive looked at each other for a long time, finally Seeker said.

"I hope you know what your doing Dragonfly."

"So do I Seeker, so do I."

End Flashback

_____________________________________________________________________________________________________

"And it turned out leaving when we did was a very good idea." Spotter said.

"Then we recovered our Prince's cocoon after the smoke cleared. Wasn't easy however." Darter said.

"So what's our next move Prince Dragonfly?" Rhino asked.

Dragonfly brought a hoof to his chin and went into deep thought, what would be their next move? They were safe in the Everfree Forest for now but they only had 52 Changelings, not any were near enough to keep the hive sustainable. The Ponies were still on alert after the invasion and with the Timber Wolf crisis, which now only left to options;

A. Stay hidden, Which could very well cause problems down the line.

or

B. Reveal themselves to the Ponies, and hope they could work something out.

Both options didn't really appeal to him but he knew that these were the only options left. He looked up at his lead Changeling, who were looking back at him waiting for his decision. Dragonfly was at a lost on what to do, he did want to protect his hive but staying hidden was going to make that very hard to do. On the other hoof there was the fact that revealing themselves could lead to disastrous consequences for his hive. He sighed, Dragonfly couldn't make this decision alone.

"Seeker, gather the rest of the hive. I want to hear their opinions on this matter before I make a decision, in the meantime I have a letter to write in case option B is chosen."

"Understood Dragonfly, I gather the hive in the Meeting Chamber." Seeker stood up and walked out of the room, Rhino, Darter and Spotter behind him.

Dragonfly laid down on his throne pulling out a sheet of paper and a quill and started writing.

I hope this is the right thing to do. I will protect my hive, but at the same time I'm not sure if I can.

Chapter 8: Forest chase, Minecart ride, Then two sides meet

Everfree Forest

"This isn't a good idea Twilight." Thunderlane said from the back of the herd consisting of Him, Twilight, Applejack, Pinkie Pie, Rarity, Flutteryshy, Rainbow Dash and Spike was that currently walking through the Everfree on their way to the Castle of the two Sisters. Twilight was hoping to find more information there on the various Changelings breeds, especially the Juggernauts.

"Thunderlane, the girls and I have faced worse threats in the past like Nightmare Moon, Discord and Changelings. We'll be find against a few Timber Wolves." Twilight said back.

"Yea, any that come our way we'll give them a tail whooping." Rainbow said thrusting a hoof into the air.

"While ya are right Thunderlane, any of those walkin' plies of firewood will feel my applebucking hooves." Applejack said.

Thunderlane could only sigh, Twilight's curiosity had once again overrode her better judgement. From what Spike had told him this was a trait for hers since she was a filly; if there was something she didn't understand or there was knowledge to be gained the mare wouldn't stop 'till she was satisfied.

"At least somepony agrees with me." Spike, who was riding on Thunderlane's back, said scratching the base of said pony's ear, which Thunderlane leaned into while trying to keep his wings from going limp.

Spike, Thunderlane and Fluttershy had been against going into the forest due to the Timber Wolves and the possible Changeling presence while Twilight, Applejack and Rainbow believed they could handle any threat they came across. Rarity and Pinkie had agreed with the latter group, leaving a vote of five to three.

Thunderlane and Spike felt Fluttershy press up against them as they walked deeper into the forest.

"Are you feeling okay Thunderlane?" she asked in her quiet way.

"Better then before Flutters." Amazingly his injuries hadn't been as bad as everypony had thought, much to Rumble's relief, and after a bit of healing magic Thunder was back on his hooves.

They entered a clearing only to encounter a pack of 20 Timber Wolves, who spotted the ponies and dragon almost immediately.

"Oh boy, 20 wolves, great." Spike said, his voice laced with sarcasm.

"Come on Spike, 20 aren't a problem." Rainbow said rubbing her hooves together.

30 more came out of the bushes.

"Okay maybe a bit of a problem."

60 more with 4 big ones came out next.

"Can we run now?" Spike asked gripping Thunderlane's mane tight.

"RRRUUUUNNN!!!!" Twilight shouted.

The ponies and dragon took off back the way they with the army of Timber Wolves right behind them. They tore through the brush desperately trying to get some distance from the wolves. The ponies ducked under branches, leaped over bushes, and dodging rocks in their way while Spike held onto Thunderlane for dear life. After running at least a mile they came to a dead end.

"Ah great now what?" Rainbow asked.

"Rainbow, Thunderlane, go get help." Twilight said.

"And leave the rest of you here? No way in bucking Tartarus!" Thunderlane said.

"I'm 100% with Thunder on this, we aren't leaving you here!" Rainbow said landing.

When she landed they heard a creaking sound and the ground under them sunk a slightly. All eight of them had the same thought at the same time;

Oh no

The ground gave out beneath them, revealing it was a very old trapdoor leading into a long abandoned mine. The group landed in a large mine cart and it started to roll forward.

"Pinkie hit the breaks!" Twilight shouted.

She literally did just that, the handle for the brakes broke off, landing in the cart.

"I MEANT GRAB THE HANDLE AND PULL!!!"

The cart picked up speed and raced down the track, the ponies and dragon screaming at the top of their lungs.

"AAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHH!!!"

"YYYYEEEEAAAAHHHH!!!"

"WWWWWWEEEEEE!!!"

_____________________________________________________________________________________________________________

Hive Meeting Chamber

"And those are the two options we have my friends." Dragonfly said to his hive.

The Changelings had gathered to discuss their options, the Timber Wolves and the two Juggernauts had thrown their plans out the door and they now had to make a decision.

The hive was unsure how to proceed, but soon spoke their opinions. Dragonfly nodded in understanding, they would reveal themselves to the Ponies.

"Alright I only hope we don't regret this, now how to deliver this letter?"

Just then they heard what sounded like screaming.

"What the tartarus is that?!" Rhino asked.

"Sounds like it's coming for the tracks." Spotter said.

"Let's move." Dragonfly said running down the hall leading to the tracks, his hive right behind him.

The tracks was a series of mine cart rails that ran all over under the Everfree and even into Ponyville. The hive wasn't sure what they would do with the old track right now so they just left them alone for now. Dragonfly, Seeker, Rhino, Spotter and Darter stepped onto the tracks and faced to the right.

"I hear the screams but I don't see anything." Spotter said leaning forward.

"Sounds like their coming close...er?!" Rhino said as he and the other four Changelings spun around, only for a large mine cart carrying seven ponies and one dragon to crash into them and send them flying into the cart on top of the ponies, then the cart chased against a cart on it's side which fell upside down on top of first cart. The cart sandwich continued down the tracks at full speed.

The rest of the Changelings quickly climbed into three carts (just one Juggernaut would fill a cart) and chased after the first one.
____________________________________________________________________________________________________________

The First Cart

"Okay out of all the things I was expecting today, this isn't one of them."

"WHO'S STANDING ON MY TAIL?!"

"Sorry, Sorry."

"WHO HAS THEIR HOOF ON MY FLANK, THAT'S VERY RUDE?!"

"Sorry, it was an accident I swear".

"AH HA HA HA HA WHO'S HA HA HA TICKLING ME."

"I can't see anything."

"One second let me light my horn."

Seeker did that, to reveal a tangled up mess of Ponies, Changelings and one Dragon. Twilight had a hoof pressed against Rhino's tail, Spotter had his hoof against Rarity's flank, Rainbow, Fluttershy and Thunderlane were in an... awkward position, Spike was pressed against Applejack's soft belly and was trying to move while at the same tickling her. Pinkie was pressed side-to-side against Darter and Dragonfly and Seeker were pressed side-to-side against each other.

"Definitely not on my list today." Dragonfly muttered.

"CHANGL---" Rarity started to scream only for a green colored aura to appear around her mouth, courtesy of Dragonfly.

"Yes Changelings, " His voice laced with sarcasm. "now I'm going to let go of your mouth, and when I do, your not going to burst all our eardrums, okay?"

Rarity nodded and Dragonfly dispelled his magic. He then continued,

"Look, I know our kinds don't have the best relationship right now but you Ponies, and Dragon, should know that neither me nor my hive had anything to do with the invasion."

"How do we know your telling the truth." Rainbow demanded.

"I cross my heart, hope to fly, stick a cupcake in my eye. I would do the motions it my forelegs weren't pinned."

The Ponies and Spike's jaws dropped.

"How do ya know that? Applejack asked with narrowed eyes.

"What? Pinkie here through me a party once when my mother brought me to Ponyville for one of her vacations and I learned it from her Applejack."

"How did ya know ma name?!"

"Does this look familiar?"

Green flame surrounded Dragonfly for a second, when it cleared a Pegasus with a silver coat, red mane and tail, red eyes and a cutie mark of a black dragonfly with red wings sat there.

"Ooh I remember you, I through a birthday party for you a few years ago." Pinkie said.

"Yes, and I know all of your names. Twilight Sparkle, Spike, Rainbow Dash, Rarity, Applejack, Fluttershy, Pinkie Pie, and Thunderlane. The Changeling Hives before the fall kept track of the Elements of Harmony bearers and their close friends."

There was a pause, finally Twilight asked, "So you know our names, could we ask yours?"

Dragonfly changed back.

"Sure, I'm Prince Dragonfly, you can just call me Dragonfly. The Changeling pressed against me is my advisor Seeker, The one who's tail your standing on is Commander Rhino, the one with his hoof on Rarity's flank is Spotter and the one Pinkie is pressed against is Darter."

"I'm so sorry Miss Rarity, I'd move my hoof if I could." Spotter said trying to move said limb.

"I'd hate to break this up but we are currently in a minecart traveling fast and gaining speed so could we wrap this up and get this other cart off so we can stop?!" Rhino said.

The top cart came off as Twilight, Dragonfly and Rhino used their magic to get it off. The lifted cart went crashing down another tunnel.

"Okay somecreature grab the brake and pull." Dragonfly said.

"You mean this brake?" Thunderlane asked holding the broken handle up.

Dragonfly looked at the handle, then double faced hoofed.

"You have got you kidding me."

"Ah guys, you might want to hold on to something." Spotter said.

"Why?" Applejack asked.

Her answer came as the cart started to dip down and slowly but surely began to pick up speed. They entered a large, open chamber with several tracks at various levels. Ahead of them was several loops of track.

"Why would that be even there?!" Twilight shouted.

"I don't know but I can't stand Roller Coasters!" Rarity shouted.

They hit the loops, what followed was a series of screaming, Rainbow shouting "THIS IS AWESOME!!", Pinkie shouting "WWWWWWWWEEEEEEEE THIS IS SO MUCH FUN!!!, and Rarity shouting "STOP THE RIDE I WANT TO GET OFF!!"

After the loops Spotter pointed and said, "Broken track ahead!"

"Hit that switch!" Twilight ordered, pointing a track switch.

"ON IT!" Rhino said taking aim and firing a bolt of magic at the switch, setting it to the left tunnel.

"Isn't this the tunnel that leads to Ponyville?" Darter asked.

"Yes it is, looks like we're meeting the Princesses sooner then we thought." Rhino said.

"I just want to add that the rest of our hive is right behind us." Spotter said.

"Twilight, you ready for this?" Dragonfly asked.

"No I'm not."

"Good, because I'm not either. Everycreature hold on!"

"Your mother always said "make an entrance" but I don't think this is what she meant." Seeker said bracing himself.

______________________________________________________________________________________________________________

Ponyville

"WHAT DO YOU MEAN YOU CAN'T FIND THEM?!" Shining Armor shouted at the top of his lungs at a few of the Guards.

"That just it sir, Twilight, her friends and Thunderlane have disappeared. We think they may gone into Everfree forest."

Shining facehoofed, "Twily, that curiosity is going to get you killed one day." He muttered under his breath.

Black Death turned to his squad, who had shown up not to long ago.

"Prepare to move out. We need to find them before the wolves do."

The squad saluted, and then everypony heard a loud "INCOMING!!!"

The cart had shot out of an formerly covered entrance up on the mountain and was currently falling to the ground. It hit on an angle which send it's seven Ponies, one Dragon and, much to the surprise of the Ponies on the ground who dove for cover, five Changelings flying.

Thunderlane at a point suddenly dropped straight down on to his back, Rhino landing on him.

"Sorry Thunderlane."

"It's okay but that was weird."

Just then the rest of Dragonfly's hive showed up with the nymphs flying from the first cart when it stuck something.

"GRAB THE NYMPHS!!!" A Healer shouted flying to grab them followed by the Drones.

Spartan flew off his cart and landed on top of Thunderlane and Rhino. He stood up as the two gasped for air then give him a nasty glare.

"Sorry."

Titan, who being a little heavier, stayed on his cart and turned to catch the nymphs the other Changelings couldn't grab in time. He caught them but didn't notice that he was headed straight towards a house due for demolition, which was where the rest of the first cart's riders, except Spotter and Darter who landed nearby, had landed in. They looked up to see the massive Juggernaut coming towards them, FAST. They screamed.

BOOOOOOOOOMMMMMM

Everycreature, Pony and Changeling, winced as the house collapsed.

"Their gotta feel that in the morning." Cloud Chaser said.

"You only want to get hit by a Juggernaut once. Trust me, I found that out the hard way." Rhino said.

"TWILIGHT!!" Shining Armor and Princesses Celestria and Cadance rush to the wreckage. Titan emerged with the nymphs, and somehow a freaked out Fluttershy, atop his head. Rarity, Spike and Pinkie came out a little dizzy, Applejack was rubbing her back, Twilight and Seeker were rubbing their heads and Dragonfly came out looking very dizzy and unsteady. Rainbow shot out of the wreak shouting;

"That was AWESOME!!" She punched Applejack in the shoulder playfully. "Who's up for round two?"

The others just glared at her, she lowered herself to the ground. "Okay I get it." She said holding up her hooves.

Shining, Cadance and Celestria wrapped Twilight up in a three way hug. Shining then grabbed her head and looked her in the eye.

"Twilight Sparkle, What the Buck were you thinking?!"

"Big Bother I..."

"Don't you ever do that to me again!"

He then wrapped her in another hug.

"I'm just so glad your okay."

Cadance joined in on the hug.

Celestria looked over to the Royal and Advisor Changelings. The Royal looked at her.

"Princess Celestria?" He asked.

"Yes." She said in a neutral tone.

"I have a message for you." He said pulling it out and handing it to her.

She took the message in her magic still looking at the Royal.

"Okay now that's been done let's say we take a ten minute break and sort ourselves out." Dragonfly said then passed out with a thud.

"Dragonfly?" Seeker asked shaking his shoulder.

Rhino looked at his Prince for a minute, turned and shouted,

"Darter! get some water!"

Rhino looked over again and turned again.

"Bring the water, the smelling salts everything bring it!"

Rhino looked back then shouted while running,

"Oh crap, GET THE MOON PIES!!!"

"Get the moon pies? Princess Luna asked.

"Their his favorite snack, it was the first treat his father give him." Spotter answered.

Chapter 9: Meeting, and a Shocking Discovery

Ponyville

In Front of Town Hall

To an observer, it looked like a stand off was happening, and in a way it was.

The Changelings stood facing Town Hall and the very large group of Ponies facing them. Dragonfly stood at the front of his Changelings with Seeker next to him, Rhino, Darter and Spotter behind him, Titan standing slightly in front of him,and Spartan standing over the nymphs with the rest of the hive ready to protect the young ones if need be.

For the Ponies, Celestia stood in the center of the front row with Luna, Black Death and his squad on her left and Cadance, Shining and Twilight on her right. Twilight's friends stood behind Twilight and the rest of the Ponies stood behind them.

Dragonfly was, to be fully honest, was down right scared. He was facing three Ailcorns, the Captain of the Guard, one of the most feared Ponies in the world and his squad, the bearers of the Elements of Harmony and 2000+ Ponies. He only had two Juggernauts, 3 Healers,13 Drones, one Soldier, one Gatherer, one Advisor, one Royal and 30 nymphs of various ages.

In other words, if things went south, his hive was in serious trouble.

Okay Dragonfly don't panic, you only outnumbered by a lot. Deep breath... let it out, don't make any sudden moves.

He sized Celestia up, before today he had never seen the Princess up close. She definitely lived up to the stories he'd heard; She stood at least six, maybe six and a half, feet tall, a little taller then him. Dragonfly could feel the love she had for her Ponies, First-Mother could he feel it. He knew he had to tread carefully.

Letting out a sigh Dragonfly walked forward, he noticed both his Changelings and Black Death's Squad tense. Celestia also walked forward till they meet in the middle.

To Him, it was like looking up at an ancient Changeling Queen, one who held vast wisdom and power under her beautiful exterior. Dragonfly knew that, even with his experience in fighting, that he wouldn't hold out of long against her in a fight. The Only reasons Chrysalis had won her fight was because Celestia had held back to much and the Changeling had been supercharged on love.

To Celestia, she could tell that despite being a bit younger that the other Royal Changelings he was a capable fighter in his own right. Looking into his eyes she noted he relaxed his posture and simply stared into her own. To her he looked... heather than the other Royal Changelings, who had looked sickly and a little maniacal, his carapace, back plate, wings, and eyes were shiner, his mane and tail were thicker, long and his mane was tied back much like an old style warrior.

Before today Celestia had only seen mare Royal Changelings, this stallion Royal's back plate covered the lower half of his neck and his flanks. Was that unique to him or standard on stallion Royals?

She filed that away for later.

According to the letter Dragonfly had give her, he and his hive had nothing to do with the invasion. They had no quarrel with her Ponies and wanted to make peace. What did surprise her was the Pinkie Promise that this was not a trick, a thing not really known out side of Ponyville. The Changeling in front of her cared about his hive, a step in the right direction as far as she was concerned.

"Prince Dragonfly, we finally meet. I've heard a lot about you." Celestia said. Dragonfly blinked in surprise.

"You have? How?"

"Many Changelings willingly surrendered after being ejected from Canterlot. We questioned them and they told us many things, including why they surrendered, their treatment from the other Royals, and finally you."

Dragon nodded in understanding.

"Doesn't surprise me why they did. After all, it was ether back to the Kingdoms and face the civil war, or stay in Equestria and take their chances here."

"We've treated the ones we have well, and would it surprise you to learn that a huge number of Ponies were appalled on how the other Changeling Royals treated their subjects.

"Only a little. I guess Ponies, who are known for being a forgiving species, would be. I would like to know how many you have if that alright with you."

"More than enough so you wouldn't have to worry about endangerment of extinction, and I would be glad to discuss transferring the Changelings we have back into you hive and on improving our kinds relationship with you."

Dragonfly smiled brightly.

"So do I Princess Celestia, just... not in Canterlot. At least not yet."

"I understand that Canterlot may not be the best place after the invasion. I am curious on why you chose to have your hive close to Ponyville though."

"I was wondering that too." Twilight spoke up.

"My reason is twofold; first is that this very town was were my mother meet my dad, so in a way it is my hometown as well. Second is due to the massive amount of E-energy in the air."

"E-energy?" Twilight asked, What's E-energy?"

"Emotional Energy, that what we call it." Dragonfly answered.

"And you said Ponyville has a massive amount, how so?"

"Allow me to demonstrate."

Dragonfly waved the Gatherer forward. The Ponies watched the new (to them) Changeling walk to and sit next to him. Shining asked the question on everyponies minds.

"What is that? That wasn't on the notes Black Death showed us."

"This Changeling is known as the Gatherer, a variant of my own creation. let me shown you how it works."

The Gatherer stood up and moved about looking up, rotating his head around till he stopped. his horn lit up and a steam of green magic traveled from the horn into the sky. Upon reaching a good height the magic spread out and changed from green to many different colors.

"Wow..." Was the general response.

"look at all the colors. It's like a rainbow with many colors!" Pinkie said.

"That's E-energy?" Cadance asked waving a hoof.

Twilight had a scroll and was writing like crazy.

"Yes, That's E-energy." Dragonfly said. "This is what Changelings see with our emotion sense ability when it's active."

"And this is what Changelings feed from?" Black Death asked.

"Yes, we still need regular food and water but we also require E-energy."

"And you get E-energy from Ponies?"

"Any living creature works but Ponies give off the most. As for how, there are two ways; the first is draining the E-energy directly from the Pony. I have forbidden my hive from feeding that way because even though it is more filling and gives a power boost, long term use causes permanent damage to both sides."

"What sort of damage?" Luna asked.

"Ponies became empty shells with the only mercy being a painless death."

Dragonfly noticed Cadance and Shining looking very worried all of a sudden.

"Don't worry, Captain Armor only suffered the short term effects. At worst the Pony only needs some food and rest to fully recover in that case, and I think Princess Cadance might have boosted his recovery. The long term effects take years to show and have any effect."

"You said both sides, what happens the the Changeling." Celestria asked.

"Insanity at great levels."

The Ponies looked at each other, that actually did explain a few things. Twilight looked up from her scroll and asked,

"What is the second way?"

Dragonfly gestured to the Gatherer who walked around till he stopped, looked up, than lit up and pointed his horn. A tether of magic traveled up to a spot, than to the Ponies wonderment, the multi-colored energy traveled down the tether into the horn, and the tubes and saddle bag-like growths began to swell as the energy run down the former and into the latter. Once the bags had swelled to max size and the tubes were full the tether vanished.

"Once the Gatherers are full they return to the hive and fills cocoons with the energy." Dragonfly said gestured to some Drones who spat a few globs of slime and shaped the slime into a cocoon. The Gatherer then poked the tip of his horn into it and the energy flowed into the cocoon filling it up.

"And then we cut up the full cocoons and divide the pieces among the hive."

"Like cake." Pinkie said excitedly.

"Ya, just like a cake. Never thought of it that way before."

"And by feeding this way, the Changelings won't have to harm Ponies?" Twilight asked.

"Right, I actually have a project where I'm trying to create a self-replicating love source but I've had... limited success."

"So Changelings wouldn't have to feed off Ponies?" Cadance asked.

"More like an alternative, just in case."

Black Death and Shining were looking over the cocoon. Shining then asked;

"Can Changeling slime be used for other things?"

"Why yes, It's a very versatile substance. It can be used to make food, furniture, building materials, weapons, just about anything really. In fact-"

Dragonfly tapped Rhino's helmet. "-it makes great armor when mixed right."

"Okay everypony, that's enough for now." Celestia said. "I do have one more question."

"What would that be?" Dragonfly asked.

"Who was your father Prince Dragonfly?"

Dragonfly looked very nervous at the question. Celestia held up a hoof, trying to calm the Changeling.

"You have my word as a Princess he wouldn't be harmed." She even Pinkie Promised.

"It's not just that, I haven't seen him or my mother for a long time. Not after the other Royals found out about me and tried to kill him. They failed as we never found his body, but we did find the bodies of four Royals."

"Who aren't that easy to kill." Black Death added.

"As for who he is..." Dragonfly paused, "he's a Thestral by the name of Black Saber."

"WHAT??!!" Came the sudden shout from Black Death who did what is best described as a standing variant of the 'Fall out of chair in surprise'.

"Black Death? are you alright?" Cadance asked, voicing everycreatures thoughts.

Pulling himself back up Black Death looked straight at Dragonfly who leaned a bit back from the large Winged Thestral.

"Black Saber? As in 'ash grey coat, bright yellow eyes, dark blue webbed mane, tail and wings, and a cutie mark of two midnight black crossed sabers'?"

Dragonfly reared back. "You know him?"

"Of course I know him, he's my twin brother!"

Dragonfly reared back fully onto his rump.

"WAIT WHAT!!"

Author's Note

I just know I didn't have Celestia or Pinkie in character somewhere in this chapter.

And apparently Black Death, the Thestral that Changelings fear most, is Dragonfly's Uncle.

Chapter 10: What Follows

Both Dragonfly and Black Death just stared at each other in complete shock. The fact they were nephew and uncle respectively was a bit much for them to process. Finally after five minutes Black Death recovered first and started walking towards Dragonfly who recovered a few seconds after.

The two stared at each other for what felt like an eternity when it was only a minute. Finally, Black Death lifted his helmet off his head and set it on the ground next to him. Looking back at Dragonfly he said,

"You are my brother's son." Dragonfly blinked in surprise for a second time that day.

"How are you so sure?"

"I've meet many creatures in my career, I've learned that you can tell if somecreature is really lying by looking into their eyes. I've also learned that each creature has unique eyes, but one must look very close to see it. I've only seen one pair that is close to yours; my brother."

Dragonfly wasn't sure how to respond to that. "So your not angry that I'm a Changeling?"

A small, gentle smile appeared on Black Death's face.

"I'm many thing Nephew, but racist is not one of them. My brother send me a letter once that told me he and his wife were having a foal, I never got another letter form him after that. Every day I waited, nothing came til a letter came that has haunted me until today, it said that Black Saber had simply disappeared."

He let out a long sigh.

"When I read that letter, I was deeply upset. My brother and I didn't have a very good foalhood, Saber was the social one while I just hang back. Every night I prayed that he, his wife, or at least his foal would turn up someday. I never thought my nephew would be a Changeling, and a Royal at that."

He reached forward with one foreleg and pulled Dragonfly into a hug, which the Royal return.

"I don't care that your a Changeling Dragonfly, you're still my nephew, the one I've waited years to meet."

Ending the hug the two turned to everycreature watching them. Dragonfly's hive all had big smiles while the Ponies were smiling and clapping or stomping their hooves lightly. Celestia walked forward.

"As much as I hate to interrupt this family reunion, Prince Dragonfly and I have things to discuss."

"Oh, right... Politics. The one thing about being a Royal I hate. Come on Seeker, let's get this over with, everybuggy else, just hang out."

Celestia, Dragonfly, and Seeker walked into Town Hall while the Changelings and Ponies looked at one other.

"So..." Darter began, "...what do we do now?"
____________________________________________________________________________________________________

Later

Dragonfly let out a relieved sigh as he and Seeker sat on one of the benches in Town Hall, they had just finished their meeting and thing were looking good; Seeker had agreed to be the hive's ambassador, the hive could say in Everfree, and the Changelings held in Canterlot would be transferred over in the coming days.

"Well my Prince I'd say that went well. Now we all can turn to dealing with the Timber Wolves."

"Ya it went better then I thought it would. I wonder how the others are doing."

Stepping out they saw that the most of the Ponies had gone back to their daily routines, Twilight was talking to Spotter, Rhino was talking to Black Death, Shining Armor, and Black Death's squad. Rainbow and Darter were apparently having a race, Fluttershy was among the nymphs with the Healers and the rest were just sitting around talking with the remaining Ponies.

Both Titan and Spartan had Foals climbing all over them, but they didn't seem to mind at all.

"So why are you named Spotter?" Twilight asked holding a scroll.

"I got the name from my keen eyesight, I can spot an object at further ranges than most other Changelings."

"So Rhino, you're a Soldier yet your Prince calls you Commander." Shining asked.

"It's because I'm the highest ranking Changeling next to the Prince and Seeker, Spotter and Darter are the next highest."

Said Prince and Advisor watched the two species interact like it was an everyday thing, something he didn't think possible two months ago.

"Your mom and dad would be proud of you Dragonfly, they knew Ponies and Changelings could coexist with each other." Seeker gestured out with a hoof. "Now their dream can become a reality."

"Still a long way to go Seeker, but a journey of a thousand miles begins with one step."

"I know, but at least-" Seeker was cut off as a Pegasus Royal Guard came in hot and landed in front of Shining and Black Death.

"Sirs, large Timber Wolf pack headed this way, I counted at least 110 and 4 big ones."

Dragonfly leapt into action.

"Spartan! Take half of the Drones and protect Ponyville. Titan gather the rest and follow me, those overgrown chunks of wood are not harming this place!"

Black Death turned to his squad. "With me squad! we're going with my nephew!"

Shining Armor looked over the rest of the guard. "You heard them! Half stay here while the other half follow the Royal!"

Celestia came out of town hall and stood with Luna and Cadance. "We'll stay here to help Protect Ponyville. Twilight gather you friends and go with Prince Dragonfly."

"Yes Princess!"
________________________________________________________________________________________________________

Everfree Forest

Dragonfly's group stopped upon seeing the Timber Wolf horde.

"Okay that's a lot of Timber Wolves." Shadow Light said.

"Still we cannot allow them to reach Ponyville." Black Death said as he took a step forward, only for Dragonfly's battle axe to stop him.

"Let me deal with them." Dragonfly said walking forward. He stopped walking about a two hundred feet from the wolves who charged at him.

"You wolves have threatened my home, my family, my friends, and you keep coming back. I don't know how, why, or who, but I know this; I've had enough of these horseapples, I am Done with this crap! And,"

Dragonfly held his axe in his magic as the runes that lined it's handle began to glow brightly, he raised it above his head as the wolves entered the 30 feet range, worrying his company.

"YOU!

SHALL NOT!!

PASS!!!"

Dragonfly slammed the blade into the ground, releasing a huge shock wave of green energy slammed onto the Timber Wolves, vaporizing most of them leaving only a few left, who turned tail and ran.

"Sweet, Faust!" Thunderlane said in shock and awe, his and those of the rest of the Ponies eyes wide as dinner plates.

"Ok, what in the name of Equestria was THAT?!" Rainbow shouted.

"An ability Dragonfly's axe has, it stores energy 'til full. That energy can then be released in a powerful attack that can only be used once per battle, after that it must recharge." Seeker explained.

Twilight looked up from her scroll.

"Is the axe useless after?"

"No it can still be used as a nominal axe just it's abilities can't be used until it recharges."

"Rhino over here!" Dragonfly ordered while waving the Soldier over to a small pile of wood from the destroyed wolves, Rhino walked over.

"Yes sir?"

"Scan this wood, I what to know if something is actually controlling them."

Rhino nodded and ran his magic over the wood, after a minute his eyes went wide and he started angrily swearing.

"Whoa Commander you don't need to use those words!" Dragonfly chewed him out.

"Why are you so angry Rhino?" Spotter asked.

"I was right, the wolves are being controlled, by my old ROYAL!!!!"

"Jewelbeetle?!" Darter shouted.

"Oh that's just great." Titan said with a growl.

The Ponies looked confused, finally Shadow Night asked, "Who is Jewelbeetle? One of the Royals behind the invasion?"

"Yes, She is. We need to get back to Ponyville and plan our next move." Dragonfly said taking to the air, his group following him back.

Author's Note

Originally I had this and the next chapter together but do to computer problems including two blue screens in a row and a power outage I decided to just split the chapter in two.

Chapter 11: Castle Attack

Ponyville

Area around Town Hall

Dragonfly's hive was Not happy to hear who was behind the Timber Wolf attacks, the Ponies had asked who Jewelbeetle was, which Rhino had answered;

Jewelbeetle was a Royal known for being very fond of jewels and wore them at all times, she was also a capable warrior in her own right, unlike most of the other royals. Jewelbeetle trained her hive hard, only taking the best and leaving the rest to the other hives and as a result had one of the smallest hives but its Changelings were the best warriors. She wasn't all that bad compaired to the other Royals but Rhino, among other Changelings, had a serous vendetta against her. Though he won't say why, just that it was very personal for Dragonfly's hive.

Dragonfly had always seen her as a worthy opponent, which was mutual. He admitted that out of all the Changeling Royals, Jewelbeetle was the closest to what he considered a friend as they got along fairly well considering, they'd even had a night of fun together once.

"Jewelbeetle doesn't sound that bad, in fact she sounds like she could be a good ally." Shining said.

"Maybe under different circumstances but now, she is an enemy." Dragonfly said.

"Why would she be controlling Timber Wolves to attack Ponies?" Luna asked.

"Probably because she no longer has any Changelings left, her hive had the best warriors but they were very few in number. In fact, her hive was one of the first to fall, they were overwhelmed fairly quickly." Seeker said.

"There is something I have noticed, the Timber Wolves rarely did any serous damage to Ponies they had attacked. Could Jewelbeetle be holding them back? And if so, why." Black Death asked rubbing his chin.

Dragonfly wondered that as well, that plus the fact that Ponyville had been attacked twice, everywhere else was only once.
Why was that the case?

He blinked as a sudden realization came to him.

Jewelbeetle knew he was alive and well, and the second attack had been to get his attention.

"She was challenging me to a duel." He said quietly, though not quietly enough as his company turned to him in surprise.

"What?" Was the general response.

"Jewelbeetle knows of my connection to Ponyville, so she must have send the second wave to get my attention."

"And you didn't tell us this before because?" Shining asked with narrow eyes.

"I didn't know she was still alive. Can't really be a threat if said threat is dead. You all would have learned about the other Royals after the current threat was taken care of anyway, this came out of nowhere for me to." Dragonfly said back.

"Let's not start another conflict with each other please. We just signed peace between other kinds." Cadance said putting herself between the two of them.

"Dragonfly and Shining are both right, Dragonfly in that this is something out of nowhere and Shining in that we weren't informed about this earlier." Celestria said.

Both Dragonfly and Shining calmed down. "Your right Princess, I'm sorry I keep this from you. I may be a Royal Changeling, but I'm a young royal, I'm around Twilight's and her friends age. Also, while I have a lot of skill in combat, I have little to no political experience. That and the fact that I have very little patience with stuck-ups who have their heads up their plots."

That got a laugh from Luna, Shining, and Black Death while Celestria and Cadance just smiled and nodded in agreement.

"You definitely are my brother's son nephew, Saber hated having to listen the nobles whine for not getting their way. More then once he told me how much he'd love at least try to knock some sense into their heads." Black Death said with a smile.

"Dad had to deal with nobles? I thought he was a Royal Knight."

"For a time Black Saber was my bodyguard, he became a Knight a little before he meet your mother while he was taking a vacation here." Luna said smiling.

"Ponyville is mine and my brother's home town, a good place to unwind after an incident involving the Princesses' nephew, banana cream pies, Princess Celestria's phoenix Philomena, and a crate of mangoes." Black Death said smiling rather fondly at the memory.

"Do I even want want to know?" Dragonfly asked.

Luna looked at him and just shook her head.

"I hate to break this up but we got off topic there. Prince Dragonfly, what else can you tell us about Jewelbeetle?" Celestria asked.

"Well besides what I've already said she does, believe it or not, have a code of honor. Looking at the Timber Wolf attacks I have a theory she isn't directly controlling them but simply increasing their aggression and bloodlust. I could be wrong on that thought."

"What is her code?" Shining asked.

"Jewelbeetle prefers to face her target opponent in single combat, she would use her disguise when needed like other Changelings but she always fought her duels undisguised, and she prefers to fight in melee combat."

"You said she "challenged you to a duel", what do you mean by that?" Cadance asked. Dragonfly tapped his head for a second then answered.

"If I'm remembering correctly, it has to do with an ancient law involving times where only a few Changeling Royals remain they must answer a challenge to a duel for the right to rule the Changelings."

"That right my Prince." Seeker confirmed.

"And since only you and her are the only Royals still in Equestria, the others have ether passed on or fled, never to return." Shining said.

"Yes, but I get the feeling that she doesn't expect to win this one."

That confused the Ponies, with Luna asking what he meant.

"Jewel has lost pretty everything she had, she once told me that if she was going to pass on, she much rather do it in battle then from old age. But even if she doesn't expect to win, she will not go down without a fight."

Dragonfly then stood up.

"Now I must answer that challenge, to not is to bring extreme shame on my hive."

"We understand Dragonfly, this both a Changeling and personal matter for you to deal with." Celestria said with the other ponies saying their agreement.

"The question is now, 'where to find her'?" Black Death asked.

As if on cue, Spotter came running up holding a scroll.

"Prince Dragonfly, a Timber Wolf came up to the edge of the Everfree, dropped this scroll and took off. Its addressed to you."

Both the Ponies and Changelings were speechless for what felt like an hour went it was only a minute.

"Ask and you shall receive?" Seeker said in an unsure tone. Dragonfly took the scroll, opened and read it.

"It's Jewelbeetle alright, she's in the Castle of the Two Sisters, and... she wants Seeker, Rhino, Spotter, Darter, Titan, Spartan, Black Death, his squad, Twilight, her friends, Spike, and Thunderlane to come as well to... finish off the remaining Timber Wolves she has power over while me and her have our duel."

"Why would she what us to come along and finish the wolves she controls?" Twilight asked. By this point the mentioned Ponies and Changelings had gathered around.

"Most likely because the wolves have served their purpose, but I get the feeling there's more to this than what we know at the moment." Seeker said rubbing his chin in thought.

Dragonfly sat down, "Jewel might want all of you to finish the wolves because she might be running low on E-energy, when that happens she will lose control which could be disastrous."

"What do you mean by 'running low on E-energy'?" Thunderlane asked with his head tilted to the side.

"What I mean by that is how E-energy works. As I said before, Changelings use E-energy not only as sustenance but also as fuel for our magic. Basically the more E-energy a Changeling has, the more powerful their magic, even a Drone if it has enough can became a near invulnerable super soldier. However, the problem with that set up is that every time we use our magic excluding levitation, our bodies have less to nourish itself with. Using too much at once will leave less to work with later."

Dragonfly drew a breath in, then continued.

"All of our magic abilities but levitation, even our disguise ability, requires E-energy to work. Without it they simply with not work."

Rainbow then asked, "What happens when you run out completely?" She sound like she wasn't sure if she wanted to know the answer or not.

Seeker held up a hoof and answered.

"It's best that remains unknown, all we're going to say on that is the Changeling dose die after a time but by that point its a mercy but the time between the running and death is filled with untold pain, and if they haven't refilled even a tiny amount within a certain time-" he visibly shuddered "- their ability to take in E-energy just... stops working."

The Ponies quickly decided they didn't want to know the rest.

"Thankfully a Changeling can last a good two mouths without having to take in E-energy." Seeker finished.

"Could that be why Jewelbeetle challenged Prince Dragonfly to a duel? Because she has entered the point where her ability to take in E-energy has stopped working?" Spike asked.

The Changelings looked at each other in surprise, that could be very likely.

Dragonfly than walked forward, looking over at his company.

"What ever the reasons, we have a chance to end the Timber Wolf crisis, and perhaps for me face my first challenge as the new Changeling leader. Let's get ready to move out."

His company nodded and left to get ready.
____________________________________________________________________________________________________________

Two Hours Later

Everfree, Castle of the Two Sisters

Main Hall

For some reason the castle seemed even eerie than usual, the Ponies were huddled rather close to the Changelings (possibly because of their herd instincts) while the Changelings and one Dragon were looking around as if expecting something to jump out from one of the hallways. The only ones not on edge were the Juggernauts and Dragonfly, through even they were on alert. Spotter wasn't with them as Dragonfly had asked him to keep watch for the Timber Wolves.

Said Royal scanned the room with his magic, He could feel it, Jewel's magic signature, she was here. Dragonfly slowly blinked and looked down the passage way that lead to the throne room.

Black Death walked up next to him. "What do you sense nephew?"

"She's here, waiting for me."

Seeker walked up next.

"Where?"

"The throne room, now I must go meet her challenge."

Before ether Black Death or Seeker could respond, Spotter shouted over the hive mine strong enough to cause the Changelings to wince.

ALARM!!! Timber Wolves headed this way! A lot of them. Looks like... at least a... I can't get a good count on them but I'ed estimate two thousand maybe more. More then we thought!*

Get back down here Spotter! We need all hooves on deck for this!

On my way! Out!

Dragonfly quickly told the Ponies.

"Two thousand!!" Twilight shouted. "That's too many for us to take by overselves!"

"Well it's to late to turn back and help wouldn't arrive from Ponyville in time." Black Death said.

"He's right we have to fight." Thunderlane said before adding with a small smile "And besides, you girls did say you've handled worst threats in the past."

"Not this Many at once!!!" Applejack shouted.

Black Death turned back to Dragonfly.

"Dragonfly, we'll handle the pawns, you go after the Queen."

"Are you sure you can handle them all?" The Royal asked in concern.

"We'll use the layout of the castle and the traps to our advantage to turn their numbers against them."

"Okay, good luck and no heroics! Keep each other alive and safe." Dragonfly then turned and run down the passage ways towards the throne room.

"YES SIR!" Rhino shouted after him.

They all looked towards the doorway as the wolves begin to enter.

Black Death smiled a slasher smile, his gold fang gleamed.

"Let the hunt begin."

Author's Note

*After doing some rethinking and some feedback I lowered the Timber Wolves considerably.

Getting close to the end, 6 Changelings, 16 Ponies and one Dragon vs an army of Timber Wolves.

Next chapter is the battle, with a few surprises.

Chapter 12: Castle Battle

Everfree, Castle of the Two Sisters

Main Hall

Black Death slowly let out a breath, their odds were not in their favor. Two thousand Timber Wolves, more then he or his squad had ever faced before, were coming at them. He knew his group's strengths and weaknesses; the Changelings had carapace that would give them great protection but it had its limits, the two Juggernauts' armor was thick enough that the wolves couldn't harm them but they could only hold back so many.

He knew Twilight and her friends could handle themselves but they'd never faced so many enemies at once. They had faced a dark Alicorn and a reality warping spirit in the past, but both of those were unconventional threats. Twilight had her magic, Applejack had her strength, Pinkie Pie had her... Pinkieness (like everypony else who lived in Ponyville, Black Death didn't even try to understand Pinkie), and her Party Cannon. Rarity also had her magic, and her skills with needles (he HATED needles of any kind). Fluttershy, despite what others would think, had her stare with would stop a few allowing them to be taken down and her flight to stay out of their reach.Rainbow had her flight and speed and Thunderlane had his flight.

His squad had come prepared, both Rock Crusher and Night Stone were carrying a sword enchanted with 'Wolves Bane', an enchantment created to keep Timber Wolves from rebuilding themselves. It was not well known that Timber Wolves could not be permanently killed, whenever their forms were destroyed the magic that created them would simply go back to their place of origin to form a new body, but that took along time, long enough.

Black Death himself was carrying a crossbow and Wolves Bane bolts. These bolts would explode on impact spending the enchantment over a wide area. Loading a bolt he took aim and fired into the front row.

The bolt exploded taking out a good chunk of them while arcs of yellow energy surged through any wolves too close, at the same time the Juggernauts charged, slamming into the wooden wall and crushing any unlucky wolves in their way.

Twilight, Shadow Light, and Dark Light fired bolts into the crowd taking a few down while Rarity combined her magic with the other Changelings to form a barrier against the wolves. The Pony fliers took to the air, launching quick hit and run attacks while Fluttershy used her Stare to hold a few still at a time.

Time... to bite back.
_________________________________________________________________________________________________
Dragonfly

Castle Hall to Throne Room

Dragonfly run as fast as his legs could carry him, he didn't know how long his companions could hold out so he had to be fast.

"Here I come Jewel, I don't want to fight you but this ends here and now."

Finally he reached the Throne room doors, pushing them open he entered the room. Looking around he saw no sigh of his opponent. Dragonfly was just about to call out when a voice sounded behind him.

"Dragonfly long time no see."

Spinning around he saw her. Jewelbeetle was above the door holding her double-headed four flange mace with large green crystals as the heads. She jumped down and landed in front of Dragonfly, Jewel stood about the same height as Dragonfly and had a long braided silver mane and tail, silver eyes and wings, and a red back plate.

"Been quite a while as it." She said smiling.

"Indeed it has Jewel. We don't have to fight you know."

"I know Dragonfly, but even if the law was null and void, I don't have long left."

"What do you mean? Did you reach the point of no return?"

"No the Timber Wolves gave me enough, but with the side effect of the increased bloodlust."

"That's why they've been attacking so much? I though you were controlling them."

"I can't, I never meant to let it get so out of hoof."

Jewel closed her eyes and let out a sad sigh. " Were any Ponies killed by my foolishness?"

"There were injuries but nothing fatal so, no."

She sighed again, this time in relief. "Thank the First-Mother."

"Jewel, what did you mean by 'don't have long left'?"

"...I have Carapace Fire."

Dragonfly reared back in shock.

"WHAT!?? How!?"

"Notice how I'm not wearing any jewelry?"

"Ya, which is way out-of-character for you. That has something to do with it?"

"Yes, my... father infected a gem with Carapace Fire. I didn't know until it was far to late."

Dragonfly mentality cursed Jewel's father.

"He tried to use how close we were against us."

Jewel nodded grimly. Carapace Fire was a deadly infection that very slowly killed the Changeling victim. It burned the protective carapace that covered the Changeling's body, weakening it til it became so brittle that even glancing blow could be fatal. It also damaged the immune system, leaving the victim highly vulnerable to sickness, and there was no cure for it. Thankfully it wasn't transmissible by any means, only the sick Changeling and only that Changeling would be effected, and the sickness itself was very, very rare.

There was a long pause.

"...So your dying, and you want to go out in battle and keep you honor intact."

Jewel nodded her head. Dragonfly Looked her in the eye. "Than help us out."

Blinking, Jewel asked, "What?"

"Help us end the Timber Wolf crisis Jewel, as you said before, we're the only Royals left. So buck that law and fight the wolves along side us. You can both redeem yourself for causing this whole mess and still keep your honor by fighting along side us. The Kingdoms are gone Jewel, that means we have a change to rebuild, and do you really wish to fight me Jewel? I wouldn't stop you if you do, but I don't want to fight you. You have a choice to make, without your father's influence. I made mine long ago."

He held his hoof forward. "What's yours Jewel?"

Jewel looked away for a few minutes, thinking his offer over. It was true, they were the only Royals left, and did the law still apply after the fall of the kingdoms? That and she didn't want to fight him ether.

Finally she turned to him, and placed her hoof against his smiling.

"Your right Dragonfly, I do finally have a choice, and I chose to be an ally, not an enemy, buck my father, buck his legacy, and buck that law. Let's fight together, not each other."

He nodded, "Let's go kick some wooded flank."

"Now your speaking my language."

They both rushed out of the room and down the hallway.

"Hope the others are holding out okay."

"They got heavy hitters so they should be okay."

"Who do they have?"

"They got Black Death and two Juggernauts, Titan and Spartan."

Jewel laughed. "And that's why I liked Empress Nebula."

A group of Timber Wolves suddenly blocked their path. The two Royals pulled out their weapons.

"Looks like we'll have to fight our way through." Dragonfly said.

"Seems that way." Jewel brought a hoof up and made a 'come at me gesture'.

The wolves and Changelings charged.
____________________________________________________________________________________________
North Side

Night Blade, Rainbow Dash, and Shadow Night flew done a hallway before landing to take a breath. Their group and a second group including Nightwing, Thunderlane, and Shadow Stalker had split from the main group to try and lure some wolves away to light the pressure on the main group, if only slightly.

The wolves came at them, Night Blade bit the first one right on the nose, Rainbow flew right in punching and kicking like an action movie, and Shadow Light used his Wolves Bane enchanted wing blades. They fought for a good ten minutes before they got an unwelcome surprise.

After the first group of wolves went down a new group came at them. The wolves in this group were smaller, had lighter shades then the regular Timber Wolves and blue eyes. Rainbow smashed one, only for it to rebuild itself almost instantly. The three Ponies jaws dropped at that.

"What!"

"The!"

"HAY!!"

Night, Shadow, and Rainbow shouted at the top of their lungs, not believing the sight before their eyes.

"Faster regeneration! Since when did they get that?!"

"I don't know, but this just got harder."

"This is just great."

They retreated further down the hall, the new wolves hot on their tails.
____________________________________________________________________________________________
South Side

Nightwing, Thunderlane, and Shadow Stalker weren't having much luck either. They had just destroyed the first wave when another new Timber Wolf came at them.

This one was bigger and had darker shades and red eyes. Thunderlane landed a blow on the head which normally would have brought the wolf down, this one didn't. It leaped at him teeth bared and mouth open, the wolf's jaws snapped closed almost taking a chunk out of the Pony's rump.

"Yikes!" Thunderlane shouted as he barely dodged the wolf's teeth, losing only a few hairs out of his tail.

"You alright Thunderlane?" Nightwing asked.

"Yea just lost some tail hairs, better that then part of my plot."

"This wolf can take more damage? Great." Shadow Stalker said with a grow.

More of the same wolves appeared. The Ponies turned and ran down the hall, luring the wolves into the trap door. After the wolves fell into it the Ponies continued down the hall.

"Hope the others are doing okay." Thunderlane said.
____________________________________________________________________________________________
Main Hall

Black Death had been right on the Juggernauts being invulnerable to the wolves, but also on that they could only hold back so many. So far the fight and been even but the wolves were slowly gaining ground, pushing them back. It didn't help that he was almost out of Wolves Bane bolts either.

Pinkie's party cannon had jammed so she had grabbed Twilight, held her by the neck and tail, aimed her horn at the wolves, and started pumping her tail up and down rapidly. Pinkie was also for some reason wearing a red short-sleeved shirt, a brown vest, and a bandolier of, of all things, cupcakes. Rhino looked a bit confused by that.

"Wha...?"

"It's Pinkie Pie, don't question it." Black Death deadpanned.

"What happens when Twilight runs out of magic?"

Which happened at that exact moment.

"And I jinxed it." Rhino said facehoofing

The two groups that split off earlier rejoined them and told them about the new wolves.

"Oh that's perfect, what's next." Rhino growled.

As if on cue, a giant Timber Wolf appeared.

"Oh fate, why must you be so cruel." Spotter said.

Rhino looked into the sky,

":rainbowderp::rainbowderp::rainbowderp::rainbowderp::rainbowderp:!!"

"Whoa Rhino, language!" Seeker scolded.

The giant wolf stepped forward, only for a large green projectile to smash through it's chest, causing the wolf to explode into tiny pieces. The projectile landed and the green energy faded revealing Jewelbeetlie and Dragonfly.

"Nice timing my Prince,. but why is Jewelbeetle with you?" Seeker asked. Out of the corner of his eye he saw Rhino arching his back in anger.

"We were going to have the but... considering the fact that the two of us are more or less the only royals left we decided buck that law, we can make new ones."

"Dragonfly told me I had a choice, after my father's death." Jewel looked up and smiled.

"And I choose to help end this."

Rhino marched forward with a look of rage.

"And you think our hive or I are going to let go of the bull that you put us through?!"

"No I don't at all."

"Exactly!! You put us through such utter-" The sound of glass breaking could be heard breaking as Rhino's mind processed what Jewel had said, "-wait, what?"

Jewel let out a long sigh. "Rhino, I fully admit that I wasn't a kind leader, I had always pushed my hive too hard. But I wasn't blind to it. I wouldn't even try to justify it at all, I was too hard on my hive, and now their gone."

She let tears run down her cheeks.

"As much as I wanted to lighten up, I couldn't." Jewel wiped her eyes. "I saw how much pain I caused, and I wanted to stop, but my father would always 'remove' the ones who were to weak."

Rhino's expression changed from rage to confused, then sorrow.

"Oh, that... actually explains a few things."

Twilight turn to Seeker.

"Jewel's father?"

Seeker's face turn grim. "Jewelbeetle's father was... let me put it to you this way; even princess Celestia wouldn't be able to stand him for more then a half a second, if even that. He was an ego-manic, narcissist to an extreme, and one of the cruelest Changelings to live. The only thing he ever even slightly cared about was his legacy. He more often then not forced his influence on Jewel, forcing her to do things she was against."

"He was that bad?" Applejack asked.

"Worst," Titan said. "Much worst."

"Jewel wasn't his first child," Spartan said, his voice dark, "just the only on he keep."

The Ponies looked horrified.

"Even Empress Nebula, who is possibly the nicest Royal Changeling one could ever meet, hated his guts. In fact she was waiting for any excuse to 'remove' him, and Chrysalis of all Changelings hated him. He was so hated that when Black Saber ended him, he was one of the four Royals Saber had killed, the other Royals said their only regret was that they didn't do the deed first." Seeker said. "In fact, the other Royals flat out said that Saber did them a favor."

"Then... why does Rhino hate Jewel so bad?" Rainbow asked.

Jewel answered.

"Because I... took the life of a Changeling that Rhino was very close to. She had be badly injured in a training exercise, I wanted to help her as she would have healed fine given time, but my father, who hated what he viewed as weakness, took control of my mace and he...-" she set her weapon down and pressed her head into her hooves. "-...forced me to bring it down on the Changeling's head." Her body shuddered as the memories of that terrible day came back.

"I tried to fight it, I honestly did. But he was stronger. And the worst part, he made it look like I had done it on purpose." Jewel was shaking like a leaf by now and she was full on bawling.

"Two years, Two years I had nightmares so bad I couldn't sleep. I had to go to Empress Nebula to be able to sleep at all. I always saw her face, that face called me 'murder' over and over again, I was trapped in an endless maze with no escape, and no matter how far or how long I ran, her face taunted me all the way. Even worst, my father hit me hard enough to knock me down and threatened that if I didn't follow his views, that I would join my siblings."

Finally she turned and buried her face into Dragonfly's chest sobbing like no tomorrow, said Royal embracing her tightly. There wasn't a dry eye among the others either. The mane six, Thunderlane, and Spike were hugging each other crying. Black Death's squad had their helmets off and heads bowed low, tears flowing from their closed eyes. Dragonfly's Changelings looked like they'ad been told their own Royal had died. Black Death's face was a mix of sadness, sympathy and appalled shock. Slowly he brought a hoof up to the gem that covered his left eye and gently rubbed it.

Rhino just... sat there in shock, staring at the floor, all feelings of anger long gone. Truth be told, he now felt like a total plot-hole. All these years he'd been blaming the wrong Royal for the loss of his close friend, a loss that had been the last straw for him. Looking up he just now noticed she wasn't wearing any jewelry, and that deeply confused him.

Rhino walked up to Jewel and gently tapped her side. She slowly turned to look at him, Rhino seeing the genuine remorse in her eyes. They sat there for a minute, then Rhino reached up... and hugged her around the neck, which she returned.

No words were spoken between them, it wasn't necessary.

A howl of more Timber Wolves snapped them all back to reality.

"Time to end this." Jewel said standing up, her voice husky.

"Jewel, what did you do to these wolves?" Rhino asked.

"I...-" She snuffed. "-feed off them, which caused this whole crisis. I never meant to let it get that far."

She looked up at the approaching wolves.

"I don't know if I can ever redeem myself for everything I've done, but I'm wiling to at least try. Even as I don't have long left in this world."

"What do you mean Jewel?" Darter asked.

"My father infected a gem with carapace Fire."

Every Changeling but Dragonfly, who already knew, recoiled in shock. Rhino felt like a white hot blade of guilt had pierced his heart.

There was a pause, finally Thunderlane asked, "I'm guessing Carapace Fire is fatal, and are these wolves the last ones?"

"Yes it is-" Jewel answered and, after scanning the wolves, continued. "- and just this wave and one more to go and this crisis will end."

The wave of Timber Wolves fell quickly but by now they were tiring out, even Black Death and the Juggernauts were slowing down, and this next wave was bigger, a lot bigger.

"Guess this might be it." Spotter said. Black death turned to his squad.

"it's been a real pleasure and honor serving with you boys."

"Same from us to you sir." Nightwing said, the rest of the squad voicing their agreement.

"Girls, Thunderlane, Spike," Dragonfly said. "I'm sorry you got dragged into this."

Jewel also voiced her sorrow.

"It's okay, we always had a feeling that someday we would come to something like this." Twilight said, the others viced their agreement.

Seeker spoke next.

"Titan, Spartan, the wolves wouldn't be able to hurt you, please take care of the rest of our kind if we fall today."

"We will." The two Juggernauts said in unison.

The wolves charged, the group braced themselves. A giant Timber Wolf leaped, only for two projectiles to impact its chest with enough force to knock it back into the forward group of wolves. The projectiles exploded taking the giant wolf and those around it out and stunning the rest.

"What the...?" Dragonfly asked.

Two figures land in front of them, crossbows at the ready. The group recognized them instantly.

"Dragonfly... aren't those..." Twilight began.

"Changeling Hive Guards." He finished.

"Then that means." Spotter said.

A tall figure land in front of them. Slowly a green glow formed around the clasp holding the cloak that covered them appeared, then the cloak was opened and flung away, revealing...

"Mom!!"

"Empress Nebula!!"

The Ponies, and one Dragon, were speechless.

Nebula turned her head to look at the group with a soft smile. "Rest now my friends, you've done enough now."

She turned back to the wolves. "We'll take care of these piles of firewood."

Black Death suddenly said, "What... if she's here, that means..."

A Thestral wearing a mix of Thestral and Changeling armor landed next to Nebula, followed by two more Hive Guards.

"DAD!!"

"BLACK SABER!!"

Said Thestral turned to them. "Hey son, bro, been a long time hasn't."

The remaining wolves recovered and charged. Needless to say, them didn't have a chance. Four Hive Guards, a Changeling Empress, an elite Thestral, and four Juggernauts (a head smaller then Titan and Spartan) from the rear quickly boxed in and ended the wolves.

After making sure the wolves couldn't just rebuild themselves, the newcomers turned to the group.

Only for Nebula and Saber to tackle hugged by their son.

"Mom, Dad, I thought i'd never see you again." Dragonfly cried happily. His parents returned the hug just as happily.

"Good to see you to son. Let us get a look at ya." Saber said as they separated.

"You've really grown after these years sweetie, you've become quite a fine stallion." Nebula said with a proud smile.

Dragonfly rubbed the back of his head with a light smile. "I did have help."

Seeker, Rhino, Darter, Darter and Jewel walked up. Nebula spoke to Seeker first.

"Seeker darling, I see your looking well."

"Hello Empress Nebula, I have been doing well."

"Seeker, you know you don't have to call me that anymore."

"I know, its force of habit, and I'm showing respect."

Nebula chuckled.

Titan and Spartan walked up next.

"Great to see you two as well"

The two Juggernauts smiled and bowed.

Nebula just smiled, then turned to the other Changelings"Rhino, Spotter, and Darter. Glad to see your doing good as well." She then turned to Jewel.

"And Jewel..." Her smile faded a bit. "I know of your sickness."

Jewel nodded grimly. Nebula then continued, her smile brightening.

"And I might have found a way of curing it."

Jewel's head snapped up in surprise. "I thought carapace fire was incurable."

"It was, til I found leads on healing it."

Saber spoke up. "Shes been researching carapace fire ever since her exile."

Jewel looked hopeful. "You mean... I could live a full life."

"It'll take time, but it is possible."

Jewel warped her forelegs around Nebula's neck. "Thank you, thank you, thank you." She cried happily.

The ponies walked forward next.

"This is your mother and father Dragonfly?" Thunderlane asked.

"Yes, everypony, this is Nebula Sheen. Mom, these are..."

"Twilight Sparkle, Pinkie Pie, Applejack, Rainbow Dash, Rarity, Fluttershy, Thunderlane, Spike, Nightwing, Rock Crusher, Shadow Light, Night Stone, Shadow Stalker, Dark Light, Night Blade, Shadow Night, and Black Death."

"...Okay that makes things easier."

"My darling, that mane... it looks simply divine, I can imagine so many possibles." Rarity said examining Nebula's mane and tail.

"Well Rarity I'd be happy to come over and model for a bit when I have time."

"I'd love that."

"Miss Sheen-" Twilight started.

"Please Twilight, just Nebula will work."

"...Okay, Nebula, if you don't mind, I have so many questions regarding Changelings."

"Let's make an appointment for that."

"Well Dragonfly, I can say she's a darn-sight better looking then Chrysalis." Applejack commented.

"Why thanks Applejack."

"BLACK SABER!!!" The sound of Black Death shouting angrily at his brother caused heads to turn towards the two Thestrals. Saber was slowly backing away from his enraged brother.

"Bro, I know that"-

"Don't 'bro' me. You disappeared of seven years, Seven Years, no note, no word, nothing. Do you have any idea how much Mom has worried about you?! I was Scared you were dead!"

Black Death was now nose-to-nose with Saber.

"There only three reasons I'm not beating you to a pulp right now."

"And those would be?" Saber asked nervously.

"One; I don't think my nephew would like his uncle beating the crap out of his father. Two; Mother made me promise not to. And three,"

He suddenly grabbed Saber's chest piece, and pulled his brother in to a bone crushing hug.

"I'm just too happy to see you alive and well." Saber quickly returned the hug.

"I'm sorry I disappeared for so long Black, but circumstances beyond my control kept me from getting a hold of you."

"You and I are going to have a long talk later."

Nebula just shook her head with a small smile. "Lets go home."

"Before we do there's something I have to get." Jewel said.

"What is it?"

"Something very important to me."

Jewel went back to the Throne room with the others following, and went over to the left one, she reached under it and pulled out a belt with a single green saddle bag. She looked into the bag, and sighed in relief.

"What's in the bag Jewel?" Dragonfly asked.

Jewel walked over to them, opened the bag, and pulled out a Royal Changeling egg. The others couldn't believe their eyes.

"Jewel... is that egg yours?"

"Yes it is."

"Who's the father."

Jewel just smiled. "You are Dragonfly."

Said Royal looked shocked. "Me?? How."

"You remember that night we spend together?"

"Yes... oh. Jewel, if I'd known..."

"You don't need to apologize Dragonfly, I didn't find out till much later. By that point, too many things were happening a once for me to tell you, and after the hives fall I had to go into hiding."

She paused for a moment.

"I wanted to give this to you after are duel but things changed."

Dragonfly gently took the egg from her. "So I'm a father now."

"Yes, and if what Nebula said is true, our hatchling will have a mother as well."

Nebula nodded, now she had extra reason to help Jewel. She looked quite happy to be a grandparent, so did Saber and Black Death.

"Is that everything Jewel?" Saber asked.

Jewel nodded.

"Okay, let's go home."

They left the castle and headed back to Ponyville.

Author's Note

Finally finished this chapter after a combination of personal projects, rebuilding our neighborhood water shed, fixing some parts of the house, and every writers greatest enemy; writers block. Hope the wait was worth it.

I don't know if I'll have the next and final chapter out next mouth as its going to be busy for me. I'll try, but no promises.

Chapter 1: Getting back on his hooves

The moon was at it's peak, bathing the forest below in a soft glow. A shape quickly darted between the trees and rocks avoiding the light as much as possible till it stopped at a small cave hidden by shrub. Stepping carefully into the light at the cave mouth the shape revealed it's to be a Changeling drone carrying a small bag in it's mouth. The drone lifted up a foreleg and knocked three small and two large taps against the cave mouth.

In the darkness two pairs of red eyes appeared, "Dragonfly," one of the eye pairs said.

The Changeling said something back but it was muffled by the bag in it's mouth.

"What?" the other eye pair said.

Taking the bag out the drone said, "Wings,"

The two eye pairs walked forward revealing two more drones though the left one was a little bigger and wearing some sort of armor.

"Did you get it Darter?" asked the larger Changeling.

"Yes, it wasn't easy. I think I may have alerted a Thestral patrol but I'm not entirely sure," Darter said sheepishly, rubbing the back of his head.

Shaking his head, the larger Changeling turned to the drone on his right, "Spotter, keep a lookout. If Thestrals are looking for us we need to ready to move right away,"- he turned to Darter -"Come on Darter, Seeker is waiting for us."

The larger drone and Darter moved deeper into the cave while Spotter climbed up the wall saying in the shadows till he had a good look outside.

The two Changelings entered a bigger area with about 15 Changelings sleeping or keeping watch. A tall Changeling stallion meet them at the entryway.

He bore a resemblance to a Royal Changeling but had a tall, large fin instead of a mane, and a tail like that of a drone, just longer and wider towards the tip. His eyes were red and his back plate was silver in color, all the Changelings around them shared the same eyes and back plate colors.

"Rhino, Darter, did you get it?" he asked.

"Yes Seeker, I got it," Darter said as he give the bag to Seeker. Taking it with his magic, Seeker opened the bag and looked inside, finding a hayburger and hayfries.

"Sorry its not much but that's all I could grab before I had to hightail out of there," Darter said.

"It's better than nothing and this should be enough to get our Prince on his hooves." Seeker said as he closed the bag. "Come, let us wake our Prince.

He turned and walked into a smaller camber with Rhino and Darter right behind. In the center of the camber was a cocoon holding a young Royal Changeling stallion with a silver back plate, red mane and tail, and four red dragonfly-like wings. Seeker walked up to the cocoon.

"Time to wake my Prince,"

He carefully placed the tip of his horn against the cocoon and slowly channeled some magic into it. Cracks started to form from the center to the edges until it split open. Green goo fell to the floor while the Changeling within slipped into Seeker's waiting forelegs. He lowered the Royal to the floor as the Royal groaned, both from soreness and relief as he took in fresh air for the first time in a long time.

"My Prince? Prince Dragonfly, how do you feel?" Darter asked, concerned.

"I feel like crap. I can't see, I'm starving, and I'm numb all over," Prince Dragonfly said rubbing his head and opening his red eyes.

"Your eye sight and feeling will return in a few minutes, as for food we are low on love rations but we do have some solid food," Rhino said as brought the food bag over.

After Dragonfly had eaten and recovered his sight and feeling, he stood up and started stretching.

"How long have I been in that cocoon?"

"A full year," Seeker said.

"A full year?" Dragonfly asked, Seeker nodded grimly.

"What the status of the hives? From the fact that I'm standing here talking to you I'm guessing its not good," Dragonfly asked.

"Worst, much worst." Seeker sighed and continued. "The hives are gone, the Royals except you are dead or missing, Queen Chrysalis is confirmed dead, the remain Changelings are either fighting each other over scraps of love, food and water, and the Ponies are hunting for any Changelings still in Equestria."

"The invasion was a total disaster, if Chrysalis had kept an eye on her prisoners instead of gloating, she would have won," Rhino said shaking his head.

"She never did play with a full deck, and the hives turned on their Royals and each other in a two month civil war, nothing remains of the Changeling Kingdoms now," Darter said resting his face against his hoof.

"Its THAT bad?! First-Mother, I knew it was going to be bad but not that bad," Dragonfly said shocked.

There was a pause, finally Dragonfly spoke, "What's our status?"

"We only have around 15 Changelings, mostly drones, plus us and 30 nymphs, love rations are low, we have enough to last for a while but we should gather more love as soon as we can,"

"What are you orders my Prince?" Rhino asked.

"Well first off we need a good spot for a hive of our own, we can't go back to the Kingdoms, nothing remains for us there and the Guard most likely is watching the boarder closely, the major cities like Baltimare, Fillydelphia, Manehatten, and definitely Canterlot are out of the question." He paused tipping his chin. "There is one spot I can think of but... you guys wouldn't like it,"

The three Changelings looked at each other for a few minutes, before their eyes went so wide Dragonfly was honestly surprised they didn't pop out of their sockets.

"You can't be serious sir," Darter said on the verge of panic.

"Sir, with the most possible amount of respect, THAT location is just as bad as any of the cities if not worst!" Rhino Shouted.

"Dragonfly, you know as well as I do what or rather, who lives in that town," Seeker said with panic in his voice.

"Okay first panicking is not allowed, second we don't have any other spot as good for emotional energy as that town, it's the easiest place for the Gathers to get that energy there and as long as their careful, they only have to worry about a single pony, third I didn't say IN the town, the forest next to it, I know its full of danger but acts as a barrier if we need it, and fourth-"

Dragonfly was cut off when Spotter suddenly shouted over the hive mind;

ALARM!! THESTRAL PATROL HEADED THIS WAY!!! Two Horned, three Cave, and four Winged, wait... OH BUCK BLACK DEATH IS LEADING THEM!!!

BLACK DEATH!!? THE PRINCE SAYS MOVE OUT OF HERE! Dragonfly yelled over the hive mind zooming into the main chamber like Pinkie Pie on a caffeine high.

On your hooves! Get the nymphs out through the back passage! Seeker, Rhino, Spotter and I will lead them away.

Wait, WHAT?!

You want us to draw away an ELITE Thestral and his squad? Well... Buck!

Didn't you once bite a Thestral on the tail Prince?

Yes I did and I'm still top priority that Thestral's hit list, now we need to move, Seeker, Rhino, and Spotter with me, everybuggy else, the back passage GO GO GO GO!

__________________________________________________________________________________________________________

The two Horned Thestrals stalked forward slowly, their horns giving a harsh yellow glow. they wore armor similar to the standard Night Guard but with a saddle and a ring at the base of their horns, both had several glowing yellow crystals fitted to them. Behind them the Cave Thestrals kept looking left and right on full alert, their legs were more heavily armored than the rest of their bodies with a number of yellow crystals fitted to them. The Winged Thestrals brought up the rear, their armor was no different from the standard Night Guard armor.

In the center of the group was a large winged Thestral, a good head taller than his squad. His armor covered more of his body leaving only his jaw and eyes exposed, over his left eye was a black colored gem stone, a cape-like cloth that covered his plot and tail, three scars on the left side of his lower jaw, and a gold left fang. His armor had several medals on the breast plate.

The large Thestral held out a wing and the squad stopped, he tiled his head upwards and sniffed the air. Looking forward the corners of his mouth pulled back into a slasher smile.

"Let the hunt begin,"

Author's Note

Sorry for the short chapter but I wanted to have Thestrals vs Changelings in the next chapter.

The horned Thestral is their version of a Unicorn while the Cave is their Earth pony version. I got the names from a site I can't remember the name of.

Chapter 13: A New Age

The group made back to Ponyville without trouble. After introductions were made Jewelbeetle took full responsibility for the Timber Wolf crisis, surrendering herself to Celestia. After hearing what Jewel had been through and that she had a deadly Changeling only disease, Celestia decided her punishment would be to stay in Ponyville for one year under the watch of Twilight and her friends after a cure for her disease was found, til then she would remain in a special cocoon made by Nebula to keep that disease from ending her.

Jewel agreed to the terms, she wanted to redeem herself for the whole thing.
____________________________________________________________________________________________________________

Canterlot, Three months Later

"Two thousand ninety eight... Two thousand ninety nine... Three thousand."

Seeker set his quill down and leaned back in his chair. "Three thousand Changelings, wow."

Things had gone fairly well in the three mouths since the Ponies and Changeling had made peace and the Timber wolf crisis had ended. The Changelings from Canterlot had numbered one thousand but over time more had come out of hiding. As it turns out, there had been Changelings who had being living in Equestia long before the invasion.

Seeker had gotten an office in the castle, close to the Princesses and it had a really nice view of the city. Currently his office held two bookshelves filled with the appropriate books, and a nice but very messy desk with a few chairs around it.

Leaning forward again he picked up the papers to check if he miscounted. "Three thousand Changelings. I never thought that many would turn up, that's just... wow."

"I'd say its a great milestone Seeker." The mare sitting next to him said. He looked over at his personal assistant, Rose Quill, a light blue Pegasus with ice blue mane and tail with a stripe of navy blue and pretty sapphire eyes. Her cutie mark was a red feather quill in an ink bottle over a red rose. Celestia had assigned her to him after he became ambassador for Dragonfly.

Rose was a very friendly Pony and had hit it off with not just him but with the rest of the hive quite well, Seeker had noted by her emotions that she was attracted to him, not that he minded as he had feelings developed for her.

Seeker couldn't help but wonder if Celestia had played matchmaker by having Ice work with him.

"I agree with that Rose, anything next on the list for today?"

Rose looked over the scroll she was holding. "Nothing else for today, its been a slow day."

Seeker thought for a second, then said, "Why don't we call it a day and go out for some lunch?"

"I'd like that, but what if someone needs to speak to while we're gone?"

"I'll leave a comm crystal for them." Seeker said picking up said crystal.

Before he set the crystal up a knock sounded from the door, Seeker facehoofed at that.

"I jinxed it didn't I, now I'm starting to sound like Rhino."

Rose giggled as she answered the door.

"Good afternoon, what would you..." She paused than turned her head to Seeker. "You have a visitor."

Seeker raised an eyebrow. "Who is it?"

Rose opened the door further, allowing the visitor to step in. The visitor was a Changeling Commander with a horn shaped like that of a Rhinoceros Beetle.

Seeker blinked sin surprise. "Rhino?" He asked unsure.

"Yes, its me Seeker." The Commander said, he then turned to Rose. "And hello Rose, I see your looking well."

Rose smiled and nodded back.

"Wow... you've finally become a full Commander. I was wondering if that would ever happen."

"Well Empress Nebula brought a few things we needed to upgrade the hive. That and she, Saber and our Prince thought it was time I was fully promoted."

Rhino flitted his wings and shook a little.

"Those cocoons... they feel very weird when you emerge from them."

Seeker and Rose both chuckled.

"So what did you what? I get the felling this isn't a social visit." Seeker asked.

"Unfortunately not, Princess Celestia asked me to come get you. Some of the Nobles are whining and moaning, again." He said with a huff. "They still can't get it in their bloated heads that our hive has no quarrel with the Ponies."

An audible thud was heard as Seeker's head hit the desk.

"Can't rutting get a break, *sigh* at least the Love Donor Program got past."

The Love Donor Program was an idea Dragonfly had put forth to Celestia, it was basically a game of sorts where Ponies signed up to be "prey" to young Changelings who would prank, shapeshift, and hunt "within reason". The nymphs would use these things to catch the donors, who would then give the nymph a small amount of love as a reward. The donors would also search for the nymphs who, if caught, who buy the donor a treat. Both foals and adult Ponies could be donors and signing up was completely their choice.

Surprisingly, there had been talk about adding this game to Guard training.

Seeker stood up, "Best not keep them waiting." He said sarcastically.

He, Rose, and Rhino walked out of the office and down the hallways to the throne room.
_______________________________________________________________________________________________
Canterlot

Hallway to throne room

Dragonfly had been a bit surprised that hadn't heard any, remarks, about him or his hive. There had been resistance to his hive staying in Equestia, he was a bit relieved that there had been, he would have been worried if there wasn't any.

As for the lack of remarks, Dragonfly believed it had to do with to factors; One: The fact that Black Death was his uncle. from what he had learned, the Nobles were downright terrified of Black Death. Apparently, He had once dangled one by his tail over the edge of the city threatening to "Send his to Faust personally" after the Noble in question had made some sort of nasty remark towards Black Death. Another made the mistake of insulting Black's family and the Thestral had dragged the Noble through the castle, threw the Noble out into the street, and threatened to tear the Noble's horn off and use it and his wing blades against the Noble in, questionable ways, among others.

Dragonfly had decided he didn't want to know.

The second fact was the giant 2 ton hulk of Changeling that was his bodyguard. Titan followed him every time Dragonfly had to leave Ponyville for one reason or another. Most Ponies outside of Ponyville, even the guards, kept their distance, or at least tried to, when ever they passed.

The Princesses nephew, Prince Blueblood, had said an insult to Dragonfly during a dinner between him, the prince, the bearers, and the princesses. In response, Titan had lifted Blueblood up to the Juggernaut's eye level and simply held him there and stared the Pony in the eye.

Blueblood, scared out of his wits, had ordered the Juggernaut to put him down, so Titan dispelled his magic, dropping him to the floor, landing on his head. To which Luna had said, "Good thing it was his head, other wise he might have hurt himself."

Blueblood demanded to know why Titan had dropped him, He said in response; "Because you told me to." in a deadpan tone.

The Pony then stormed out in a huff, only to run into Black Death who had said if Blueblood tried anything, He'd pesonally make sure there wouldn't be a "Blueblood junior".

Dragonfly had not heard anything from Blueblood since.

Jewel was still in stasis, the research into her disease hadn't turn up anything solid, but it was bearing fruit. The egg she had was thankfully doing well.

Overall, things had gone pretty well. Dragonfly wasn't sure what was next in his hive's future, but he looked forward to a new era of Ponies and Changeling living together in peace.

With a smile on his face, he approached the throne room as the guards opened it, allowing him and Titan entry. They stepped in where the Celestia, Seeker, Rose, and Rhino were waiting.

They greeted each other, when an Earth Pony guard suddenly burst though the door. "Princess!" He shouted.

"What's wrong? Report."

The guard took his helmet off and bowed.

"News from Northern Equestria! Uh... Your Highness."

"Yes?"

"I am simply to tell you that it has returned."

The three Changelings and the Pony with them looked at each other confused, what had returned?

Celestia gasped with a worried look on her face, she turned to the guard on her right.

"Find Princess Cadance and Shining Armor." She ordered.

"Yes, Your Highness." He took off running while Celestia pulled out a quill and scroll, sending it off with a puff of magic after she finished writing.

She then turned to group on her left. "Dragonfly, I may need you hive's help."

"What for Princess? What has returned? From your reaction it must be big and important."

"It is."

"Then what is it?"

"The Crystal Empire has returned."

Author's Note

Turns out I did have a bit of time to work on this chapter, I figured I'd end it here in case the readers want a sequel.

Hope this was at the very least a decent read, please tell me how I can improve.

Til next story. :twilightsmile: