Changeling Ponyville

by Alex Warlorn

Rating: teen
Tags: Violence, Princess Celestia, Death, Alternate Universe, Twilight Sparkle, Drama, Original Character, My Little Pony: Friendship is Magic
Length: 11665

The dying Chrysalis turned Twilight into a changeling queen, then Twilight instinctive did the same to Ponyville, now they just need to explain all this to princess Celestia without being zapped on sight.

With her dying breath, Queen Chrysalis turned Twilight Sparkle into a changeling queen. And Twilight was instinctively forced to turn all of Ponyville into her changeling drones. Well, at least they can all pretend everything is normal long enough for Twilight to explain to Princess Celestia the whole thing in a controlled, civilized manners so they aren't all attacked by the royal guard on sight, right?

Takes place before the end of season 3.

Written by BrutalityInc and Alex Warlorn and Ardashir.

Published 2018-12-08 21:10:01 UTC
Last updated 2018-12-08 21:10:01 UTC

Now let's try and discuss this rationally...

The Changeling that had been Lyra declared, "YAAAYYYY! I finally have hands!" And she just played with her shapeshifting form to see her hands for hours on end.

Changeling Bon-Bon remarked, "That's still creepy."

Changeling Lyra replied, "But look what else I can do with them!" She hugged Bon-Bon.

And Dashie was dealing with Scootaloo. "Darn it, squirt! Ya can't keep flying around as me, the old me! If ponies see two Rainbow Dashes, what are they gonna think?"

"That Equestria's twice as awesome now?"

And Rarity had her own troubles:

Queen Twilight said, "Wow, Rarity, I was really impressed when you brought in that wolf who'd fallen for you. And then when he learned the truth, he asked to become a changeling so he could join us. Really, what's the problem?"

The now Changeling Rarity huffed, "Just this, Twilight, darling." She opened the door to the workroom of her old boutique. And standing before her best full-length mirror was another her, posing like Rarity at her vainest as 'she' said:

"Who's a lovely mare? I am! That's right, me."

Changeling-Rarity said in a very annoyed voice, "He's been there for six. Hours. Changing into different versions of me with different mane and tail styles. You're our queen," Rarity threw herself at Twilight's hooves, "DO something!"

Queen Twilight replied, "I promised myself I wouldn't interfere with everyling's free will."

"But please, Twilight! It's getting so... unsettling. And he makes me look like I'm so vain I spend all day looking at my own reflection! I have it down to just an hour every morning."

"You could just spent time with her, er, him and he wouldn't need to look in the mirror."

"Well... I do need a new ponyquin. Oh, darling! Come here, please."

"Oh Rarity!" Said the changeling Spike, having shifted into a purple pony form.

-

"Firelight, our whole family was GONE because of the Bugs! They drained little Matchlight to a husk! Ma died of a heart-attack because of these monsters! When I found out during the Canterlot invasion I killed over a hundred of them with a spade! Then Pa died of grief a week later!" Torchlight, former Royal Guard, cried out in both anger and anguish

"Sister, you were all I had left... Oh Celestia... and now you're gone too... WHY?! What did I ever do to deserve this?"

"Torchlight please!" The Changeling that was once Firelight pleaded to her brother in her house at Ponyville, "We're no longer the monsters that destroyed our family! We have gotten better thanks to the guidance of our new queen! I'm not gone Torchlight, I'm still Firelight you know..."

"Shut up, SHUT UP!" Torchlight screamed in rage, pinning his transformed sister onto a wall with a bout of telekinesis, a skill that he was proficient with as his talent of fire-spells, "YOU'RE NOT MY SISTER! The Firelight I know and love would never let herself be converted into one of those carapaced bastards! You're just a heartless monster wearing her form just to drain other ponies' love! Were you planning to assimilate me to the hive too when I said I'm visiting? HOW MANY MORE OF OUR FRIENDS AND FAMILIES DID YOU LURE TO THEIR DEATHS?!"

"We - we didn't kill them! We got them to join us because we wanted to share our love to them!" Firelight gasped, her Changeling double-voice struggling with breathlessness, "And I - I love you, Torchlight! nothing will ever change that! Please... just let me show you..."

Torchlight gritted his teeth and glared at Firelight with eyes that seemed nothing like a pony. In those pupils glowed something demonic; rage hotter than the fires of a dragon and hate darker than the caverns of Tartarus, mixed with a bottomless well of despair and guilt - despair born from loss, guilt born of failure and regrets.

Firelight gagged and her head swam as she found herself being overwhelmed by dark emotions radiating from her unicorn brother. She swore there was enough to bring back the Windigoes.

Torchlight tore his combat knife from his belt and raised it to Firelight's face, her compound eyes reflected on its clean surface.

"Well," He said through clenched teeth, eyes wild, his voice dripping with a vicious loathing no pony should have been capable of, "You better be glad you had your life, Bug, 'cause I'm going to finish the job the hive started, and after I bury my sister under the willow tree along with ma, pa and brother, I'm going to make sure Ponyville will not see the next sunrise again!"

He brought the knife down upon his sister, and with the window-blinds drawn and thick cottage walls, no one else could hear Firelight's anguished, terrified screams.

=====

===

Queen Twilight suddenly dropped the cup of tea she was drinking in the kitchen, her insect eyes wide.

"Swarm moth - I mean, Twilight, are you alright?" The Changeling Spike fluttered to his mother/sister/queen from the comfort of the hive facility in the basement, where he had been sleeping

"Something terrible just happened," Queen Twilight said simply, with fear, and then, with traces of anger. "As if one of us had cried out, then fell silent."

===

Torchlight wiped the green ichor from his blade with a towel. Her sister's fireplace glowed as Firelight's carapaced body burned brightly among the charcoal and firewood, her face frozen in fear and pain in its final moments. Beside him, his luggage was packed. He put his coat on, he was ready to leave.

Torchlight was still seething, and in hindsight, realized he had let the anger get the best of him; the Changelings were hive creatures, and likely had something resembling a connection between each and every individual. He didn't know how many there were in this town.

Maybe a hundred, maybe EVERYONE. One way or another they would know that Firelight was dead.

By his hooves.

They were not gonna like it when they found the body at the fireplace.

If he was going to carry out his threat to destroy Hive Ponyville, he had to leave, fast, before they discovered what he had done and captured him. Then he would need to make some calls, get explosives and weapons made by Griffons and Minotaurs from the black market, assemble a group of other ponies who hated the Bugs as much as he did, enough to be willing to work together to KILL them.

It would be a lot of work, but first, he had to get out alive, and as a pony.

Not that he cared for his chances. Even if he went down, he swore he would take as many of the bugs with him as he was able to. He was going to make them PAY. He would make these New Changelings see their world burn around them. He had the skill to pull something like that off, at the least.

Confident he was in the right, he turned out the lights, and exited by a side window.

===

It was nearly midnight, Princess Luna's Moon hung high in the clear night sky, and its beams cast Torchlight's shadows on the ground as he stepped out of his former sister's house and into an alleyway.

Few lights were on from the neighbouring houses. And nothing, not even the wind, stirred outside, as if the whole world was doing its best to stay out of the town.

By any luck, he would be able to sneak to the train station unnoticed, and be back to Canterlot on the late-night train even before they could notice...

"Firelight, is that you?"

CRAP!

Torchlight swerved his head as he stepped out of the alleyway to see a young mare just outside the cottage door. It was Carrot-top, the Earth pony farmer - or it would have been her if her eyes were not glowing green in the darkness. Tell-tale sign that she wasn't normal.

Carrot-Top's eyes locked onto Torchlight as he stepped out of the alleyway. But before she could say another word, a wooden stick on the ground leapt into the air via telekinesis and stabbed right through her throat, cutting her arteries and blocking her windpipe.

Green ichor gushed out of Carrot-Top. The surprised Changeling staggered for a moment, eyes-wide with pain and shock, before she fell over, dead before she realized what had happened.

Torchlight swore again as he turned and galloped as fast as he could towards a random direction (All roads lead out of town one way or another). NOW they must have known.

And as he ran, the lights came on from houses all over the town, almost as one.

Firelight's death cry across the connection that enabled changelings to share life-giving love with each other struck only Queen Twilight, the nexus of their connection. Carrot-Top's death now struck Queen Twilight fully aware, and it rippled to every changeling in Ponyville.

Considering they had all been turned into shape-shifting insectoid emotion-eating parasites, the residents of Ponyville had actually continued their previous lives fairly easily. The Apple family's produce was all exported now or served to visitors, the love of their cooking from happy customers feeding the swarm.

Moth continued to help Bon-Bon in her candy store, though like the Apples her product was little use to the residents themselves.

Rarity had gone hog wild on the forms and shapes she could assume, going through different designs in the blink of an eye.

The former pegasi still moved the clouds, through Fluttershy was now spending time in the form of an Earth Pony, and the CMC had been switching around their own species willy nilly for the fun of it.

The CMC realized they could now have any cutie mark they wanted, and after going wild with cutie marks all over their bodies, it hit them how empty and meaningless it was. Their disappointment and frustration at never being able to earn theirs rippled through Twilight and the rest of the swarm. Love wasn't the only emotion the swarm shared.

Queen Twilight had deeply apologized to the nymphlings.

Twilight knew it was futile to hide this forever, and didn't plan to, there had been too many close calls already. RD had warned several changelings at once about a sudden new arrival and the group had spontaneously all turned into Rarity (who they had all had adoring eyes on at the time).

Twilight almost wished that Chrysalis had kidnapped Rarity instead of her, the swarm needed a mother more than a leader, but Twilight wouldn't wish this mantle on anypony.

Queen Twilight also wondered if the changelings who attacked Canterlot had been the way they were due to simply being an army and therefore uniform as armies tend to be, Chrysalis herself stripping them of uniqueness (there was also the theory that Chrysalis' army had been made up of clones), natural born changelings being just like that, or an inevitability of their hive existence. This scared Twilight, and made her want to speak to Princess Celestia even more.

Her Swarm was HERS, and losing their individuality DECIDEDLY counted as hurting them! Hopefully Queen Twilight was just being as paranoid as she had been as a unicorn.

She had been hoping to reveal the truth during Celestia's next visit, in a controlled environment to prevent misunderstandings.

And that was all now going to the parasprites.

Pipsqueak's family had been . . . problematic, and Owlowicious had mysteriously left Ponyville, but Twilight had given strict orders that Pipsqueak and his parents were not to be harmed in any way whatsoever. Queen Twilight was NOT going to have it said 'what they can't use or convert they destroy!'

The swarm did not have a telepathic unity, but an empathic one: they couldn't exchange words or images over this union, but they could exchanges feelings and sensations (this made violence between themselves nearly impossible; they couldn't separate themselves enough from the other changeling they were hurting, not that Ponies engaged in violence all that often anyway).

But Twilight didn't need this when her most effective changeling (her dearest changeling was Spike though) lived with her; She sent her immediately to where she had felt Carrot-Top's death cry, while arranging immediately for someone else to check on Orange-Top to make sure she was unharmed.

And Twilight felt the sickly gut feeling of what their deaths meant.

It was like the entire population of Ponyville was coming out of their houses. None of them attacked Torchlight, only shouting where he was going and if he had seen anything. After all, he was a pony, no way he could have done something as awful and hideous as murder. Or that was the logic changelings who had been ponies as far from the front lines as possible would have. Torchlight shook his head. This only made things easier.

"STOP! IN THE NAME THE GREAT AND POWERFUL TRIXIE-AGH! OW! HEY!"

Torchlight had been aiming for her head, when she dodged his combat knife only slicing off one ear (that had turned into white membrane and blue carapace when separated from her), red blood turning green as it dripped from her, he fired a fireball, her horn glowed green and caught it like it was an old trick and threw it back at him, he easily dispersed it and fired another behind it. Trixie screamed and ducked and covered as Torchlight leapt over her, only to get bucked in the gut by two super strong hooves that sent him back flying in the other direction. He heard bones cracking on impact.

"Wathcha doin' ya psycho-?!" shouted a yellow Earth pony stallion in western style clothing with an apple cutie mark.

"Out of my way 'ling!"

"Ling? The name's Braeburn ya'-yer nuts!" Braeburn screamed as Torchlight's magic caught him and slammed him into the ground.

But he had been delayed long enough.

He came face to face with a yellow pegasus with a pink mane and green glowing eyes. Her eyes. . . . her eyes, HER EYES! OH CELESTIA HER EYES! WHY COULDN'T HE LOOK AWAY? HE COULDN'T LOOK AWAY!

"Stay right where you are and don't move a muscle!"

His body obeyed, he didn't dare disobey.

"You've been a very very very very very very very very very very very very very very very very very very very very very very very very bad pony and I very very very very very very very very very very very very very very very very very very very very very very very very much dislike you!"

He soiled himself under her gaze. That was when someone tied him up with rope and dragged him away.

====

The basement of the library had been extended greatly, both down and sideways. After one of their number had been assimilated trying to raid them the Diamond Dogs had backed off, more interested in survival than revenge as a matter of course. The Quarray Eels had been harder to deal with, but dealt with they had been. The Diamond Dogs considered one of their number a bargain for the local cleansing of their natural predator.

It connected now with many of the houses' other basements, but not all of them, and there had been security doors installed in case of cave ins, floods, or explosions. Queen Twilight wasn't dumb enough to put all her eggs in one basket.

Speaking of which, Twilight had been surprised to find her status of 'queen' was not quite like it worked within the insect world. Her purpose seemed to be to give the swarm focus, and a way for the members to quickly trade emotions, being basically a relay circuit.

Mrs. Cake had begun to lay eggs. Twilight was again surprised when the number of eggs didn't equal in the hundreds or even dozens, but a much more lower and manageable number. None had hatched yet, but the most developed ones showed unique coloring through the transparent eggs. Pound and Pumpkin seemed delighted a the idea of new siblings. The Cakes were already discussing names.

If only she had laid a couple more before, Twilight wouldn't feel the need to do this. Even if they were laid now, there was no turning back.

Mrs. Cake was quickly gaining as much social status as Twilight's immediate subordinates, and instinctual reverence. Thankfully Mr. Cake didn't roll over and die, nor did Mrs. Cake EAT HIM after mating like creatures in the insect world normally did.

If that had happened, Twilight would have begun to wonder if ponies like Torchlight were RIGHT to want them all to die rather than live like this.

Queen Twilight REALLY needed to make Moth her personal advisor, the rogue changeling after all knew much more about Twilight's new species than Twilight did.

Torchlight was hogtied, and had a seal on his horn, the kind used to keep mad unicorns from using their magic. He had been stripped of all his equipment and searched very thoroughly for anything he might have been hiding (in another situation he might have found that last part kinky), and magically X-rayed just to be on the safe side.

He lay helpless before the new changeling queen. She was purple with darker purple wings, her violet eyes were catlike.

"You . . . " The queen hissed hatefully, "You . . . do you have ANY IDEA WHAT YOU'VE DONE!!!" Tears ran down her cheeks from her cat like eyes.

"I liked two of your monsters, and-"

"YOU KILLED CARROT! YOU KILLED HER!" Wailed Orange-Top, pushing her way through and stabbing and hitting at Torchlight pathetically, unable to do any damage to him.

She was pulled back by Cheerilee who looked at Torchlight with loathing.

" . . . you didn't just kill your own sister-"

"She wasn't my sister you-"

"YOU ALSO TOOK CARROT-TOP FROM US!" For being a queen not from a hundred years ago, she sure had the Royal Canterlot Voice down.

" . . . by every right, and it's my single greatest desire, I should hand you over to the Royal Guard for double murder and let Celestia judge you as you so richly deserve. . . . but I can't . . . the Swarm must be of a minimum size . . . I stopped myself as soon as my body would let me . . . now you've taken not one, but TWO of my changelings from me! . . . The LAST THING I want is to have you as a part of my swarm . . . but I don't get to pick and choose, and at least this way only one innocent pony has to have their choice taken away from them instead of two. One, whose only crime was being in Ponyville at the right time because they have family they care about here. I thought I had left this awful stage of my new life behind me! My one comfort, is that you'll be able to fully appreciate what you've done once it's over! . . . And I'll welcome you as part of my family whether I like it or not . . . Family is family."

"NO! JUST GET IT OVER WITH YOU NAG! DON'T TALK LIKE YOUR SOME HIGH AND MIGHTY-!"

"I'm not the murderer here!"

"WHAT DO YOU CALL WHAT YOU'VE DONE?!"

" . . . something I had hoped I'd never have to do to another unwilling pony again. My one hope is that Celestia FORGIVES ME when I reveal my swarm to her. This isn't an addiction you can fight, this is an instinct, it's as much a part of me as breathing. And you can only hold your breath . . . for so long . . ."

The queen's horn glowed.

++++

At Sweet Apple Acres, Applejack and Braeburn were chatting. Mostly about Braeburn's help in stopping in the escaping maniac.

"Cuz', Ah just want ya to know. Ah'm sorry. And Ah honestly do love ya." AJ said having held back her instincts as long as she could.

"Sorry about what?"

"Is that there apple tree on fire?"

"Huh?"

THUNK!

"Don't worry cuz', the transformation will take care of any concussion. Ah'm really sorry cuz'." AJ shifted to her true form and cocooned her cousin (after taking off his clothes and searching him) and took him to the lair underneath the library.

+++++

~I know you can hear my thoughts . . . these cocoons were strong enough to hold Princess Celestia, they'll hold you. There's also a natural sedative in the liquids, completely negating your motor functions, and yes you're breathing it in right now. Don't worry, the cocoon is naturally self filtering, so your last meal won't come back to haunt you. This telepathy spell isn't easy, but I figure it's less cruel than leaving you all alone as you change. I'll maintain the spell myself so you can speak to each other as your changes happen. And I am still VERY TEMPTED to leave you all alone in your final hours as a pony.~

The worst part for Torchlight as he awoke in the slimy green container was that she was right. His body was completely limp, and so was his horn, his magic was completely numb, the only thing he could do was think to the queen of the monsters in front of him and . . . apparently his cellmate.

~ Braeburn, you did the right thing, and this is how we reward you for it. It isn't right in the least. And I won't blame you for hating me, Applejack, and the rest of us till the very moment of your time as a changeling before your instincts kick in and your empathic link to the rest of us lets all the love we have in. But two dead adult changelings means needing two new converts. Know that at least hopefully you'll be the last two ponies I'll ever have to transform against their will.~ Queen Twilight apologized.

"Cuz', me and 'Bloom will stay here till the end. They're holdin' Firelight's funeral but, Ah felt our place was here with ya." Applejack and 'Bloom in their pony forms sat at the cocoon of Braeburn.

~Cuz' . . . is that really still you in there?~

"Ah kinda almost wish it wasn't, would make this a heckuva lot easier."

~Then let me out.~

"Ah'm sorry. Swarm needs replacements, and the needs of the Swarm outrank its members. Look, maybe after some of Mrs. Cake's eggs hatch ya can just go back to Appleloosa, ya ain't royalty, so ya ain't go the instinct ta change others, and ya got Little Strong Heart waitin' for ya, that oughta be enough love for ya and ta keep yer pony shape. Cuz', Ah really am sorry, Ah know that don't change a thing, but look at the bright side . . . it's like us Apples. We were part of a big family before, and yer now gonna be part of an even bigger one."

~Heh . . . at least there's that then.~

~SHUT THE BUCK UP BITCH!~

~You do NOT talk, think, agh, that way to mah cousin!~

=

(Meanwhile...)

Princess Celestia found herself unable to sleep again. Although it had been months since the Changeling invasion had been repelled and the wedding of Cadence and Shining Armor, she had been restless and worried. She didn't show it of course - she and Luna were the high princesses of Equestria, and to show weakness or doubt of any kind would shatter the mask of infallibility and cause her subjects to lose confidence in her ability to rule. But deep inside, she was afraid.

All she ever wanted was to be able to protect her subjects and loved ones from all harm, and it had always been her fear that she didn't have the power to do so. She took comfort in her last thousand years of rule that there wasn't anything which she couldn't handle, and that she would not fail her subjects again.

How wrong she was. Her defeat at the hooves of Queen Chrysalis had caused her fears to come to life once again.

Sure, they keep assuring her that it wasn't entirely her fault; Luna blamed herself for not being there to help her when the Queen revealed herself, and her loyal Captain of the Guard had kept reminding her that Chrysalis cheated by siphoning her love, but she knew better. The truth was that she failed her subjects and loved ones again, and the fault lay in her in many ways; failure to heed her instincts like she had a thousand years ago, doubting her faithful student's warnings and admonishing her, the lacking training of the guards, etc. And because of her failures, nearly all of Equestria fell to the Changelings and her subjects had almost been doomed to be drained of their love and converted.

She had felt shame, so much that she had been unable to bring herself to apologize to Twilight for doubting her.

And while she never had what it took to truly hate anypony, save for perhaps Discord, now every time she thought about Queen Chrysalis -- or just about Changelings in general -- she couldn't help but feel a surge of anger and frustration. She felt the urge to storm the Changeling realm herself and engage Queen Chrysalis again in a rematch, put her down to make sure she wouldn't harm Equestria again, and by all considerations, she had the right . . . but it wouldn't really be the right thing to do.

She did feel worry though -- although she had the Royal Guards step up surveillance of the Changeling Realm at the borders, they had discovered that all forms of activity in the Badlands had suddenly ceased; the Changelings had gone quiet, too quiet, and it worried her that they might be pulling off some form of scheme again.

Well, if that's what they were doing, she thought, I'll be ready for them this time. She would not fail her subjects again.

Suddenly, a loud, echoing shout rang out of the throne room chamber, interrupting her thoughts, and her eyes went wide when she realized it belonged to her sister Luna. Before her guards could even react she had teleported straight into the throne room.

The night owl Owlowicious was conversing with Princess Luna on the throne, hooting frantically. He looked tired and battered, as if he had escaped in haste from some disaster and had spent days lost in the wilderness (which is exactly what happened), partly scared out of his wits.

Naturally, being the Princess of the Night, Luna could understand him, and Princess Celestia felt fear when she saw her face twisted into a combination of shock, fear, anger and sorrow.

"Luna? What happened?" Princess Celestia asked worriedly.

Luna paused, before turning to look up to her elder sister.

"A fate most terrible has befallen your faithful student," Luna merely said, "And Owlowicious has borne witness to EVERYTHING that has transpired."

====

"Captain, sir, we just got a message from Canterlot!" A Royal Guard runner called, standing just outside his captain's bedroom.

Shining Armor opened the door, rubbing his tired eyes. Sheesh, can't they wait until we finish our honeymoon?

"What's the message, private?" He asked, yawning.

"Half of the entire Royal Guard have been mobilized on orders of the Princesses, sir! All Royal Guard commanders are to report to Canterlot by 0800 hours. Also, the entire region of Ponyville and nearby areas are hereby quarantined as well!"

"WHAT?!" Shining Armor asked aloud, "What's the emergency?"

"You're not going to believe this, sir." He told him.

15 minutes later, Princess Cadence was awaken by the incoherent screams of rage and sorrow from her husband at the hallway.

====

"Oh Torchlight, you idiot." Corporal Thunderhammer shook his head as he dropped Firelight's letters to Torchlight to the floor.

"Hey Thundy, we just got orders to --" Private Bronze stopped mid-sentence when he saw Thunderhammer looking distressed on his and Torchlight's bunk.

"Are you alright? What happened to Torchlight?" He asked. They had all been worried about Torchlight's mental stability ever since he lost most of his family at the Canterlot invasion. Torchlight had taken leave to visit his sister at Ponyville earlier without explaining why as well.

"I think I know why he went to Ponyville." Thunderhammer said simply, standing up from the bunk, "And if my hunch is correct, he's in danger. Get your armour, we got a fight on our hooves."

-

~Hey! Beotch!~ Torchlight snapped. ~If you feel so freakin' -SORRY- about doing all of this, why don't ya just change ponies BACK you hypocritical nag?~

"First, you make it sound as if Instantaneous transformation magic of living, sapient beings is easy; it isn't . . . But that didn't stop me from trying. . . . She begged to be made one of us again. Every time the same result: a horrifying emptiness, a crushing sense of being alone, a painful emotional WALL suddenly between them and everyling else . . . A couple actually started to turn gray before being made part of the swarm again. Like it or not, Changelings are what we are now. And though we're the only ones who can see it, there IS something beautiful about it. Everyling's emotions linked together. Chrysalis had forgotten what love meant. We haven't, it also means with all of us together I might be more powerful than Chrysalis was when she, defiled my BBBFF, left my foalhood babysitter to die, and hurt my teacher! . . . " Queen Twilight stopped and panted.

~It's kinda the pain ya felt when leavin' the Apple farm for Manehatten?~

Braeburn asked AJ.

"Yeah. Pretty much. Only times a million. Ponyville was always close knit, but now Ah feel connected to ponies Ah secretly felt angry towards, or never thought anything of."

~Why aren't you telling this THING that used to be your cousin off like you should?!~

~. . . Cause she's still mah cousin.~

~Moron.~

~Maybe, but if this is gonna happen, I'm not gonna spend it being un-pony-like, like you.~

~No it doesn't!~

"Actually it does," Queen Twilight said, "You're not immortal Alicorns, the liquid in the cocoon is the only thing keeping you alive during the transition between species as your internal organs figure out what to do with themselves and your brain figures out what its new messages mean and what orders to give the rest of your body. If those were broken before your transformation was complete, you'd die a slow horrible death from organ failure."

~I'd rather die than--~

~Will ya please kindly SHUT UP ALREADY! Ah'm thinkin' ya SHOULD spend yer last pony hours alone! . . . So AJ . . .~

"Yeah cuz?"

~Can ya tell me how it all happened? Happened to Ponyville?~

"If ya like."

~Please.~

Queen Twilight said, "I've refined the process, your major changes should begin to kick in soon, a lot faster and safer than the process was originally. Queen Chrysalis never bothered to work out the bugs in the process, I did. Thankfully we didn't lose or traumatize anyone from her flawed methods. You'll find the process completely painless, and actually rather enjoyable believe it or not. Just let it happen."

~Ah gotcha.~

-

The changes were starting to overtake him.

Torchlight didn't feel any pain, but he knew that he was changing -- he could feel his coat melting away and his skin hardening as it transformed into a carapace. He felt his ears becoming thinner and thinner, transforming into a membrane. He felt his belly growling, no doubt that meant his organs were reconfiguring themselves into Changeling analogues.

He began to panic when he felt protrusions coming from his back -- insect wings starting to form.

¬ No, NO!! I'm not going to become a Changeling! I don't want to become one of those things that took everything from me!!! You hear me?! ¬

He wailed through his telepathic link.

Braeburn said nothing, his eyes closed in silent submission. Queen Twilight looked on coldly.

Torchlight knew, he thought he knew, what would happen next -- as the changes went through his body, they would also go through his mind. Before long the Changeling instincts would overwhelm his pony ones, Changeling thoughts would supplement his pony thoughts, and his memories and feelings would be twisted and replaced by Changeling ones. Steadily and surely he would lose everything that made him an individual, a pony, the hive-mind would destroy his mind.

He felt a tinge of anguish at this thought. Firelight, was this how it had been for you?

¬NO! LET ME GO LET ME GO LET ME GO!!!¬

He tried to struggle, to break free, to even breathe, but his whole body was numb. He was powerless.

No, he thought, he would not surrender to the Changelings without a fight, he would not let his mind slip under the false, mindless ecstasy of the swarm like Firelight did, or so he thought.

He remembered his training as a unicorn guard -- he did the one thing that helped him survive mental attacks by rogue wizards, necromancers, and psychic horrors like the Mindflayers during his career. He began to recite his former title.

¬Flame, Torchlight, Corporal, Service Number 9784-2765-TF!¬

He winced as his brain began to throb and ache.

~"You're beginning to be connected into the Changeling swarm"~

He heard a voice in his mind, it belonged to Queen Twilight.

~"Don't try to resist the alteration. you'll only making it worse for yourself"~

¬It'll not work, you mule! I'll never join your hivemind!!¬ Torchlight hollered defiantly through his link.

~"It's not a real hivemind; the link between us is an empathic one. You will not share thoughts, but you'll share emotions. You will be able to feel everything that others feel, particularly the love that you and they have absorbed. Don't you see? You'll never lose yourself, your sense of individuality. Firelight knew in the end."~

Torchlight didn't believe her. He REFUSED to believe her. If that were true, than this means... his killing of his sister would had been...

¬Flame, Torchlight, Corporal, Service Number 9784-2765-TF!¬

He somehow managed a shout, a silent one, inside his cocoon. His vision blurred for a moment as the Changeling's unique compound eyes began to adjust themselves.

He tried to hold on to his memories, hoping to help stall the inevitable as long as possible, and vivid they were.

He felt horror as he cradled his mother's frothing corpse on the floor, and his little brother's drained husk, both slain by the Changelings.

He felt rage as he savagely smashed, sliced and killed every Changeling he could find, his golden armor smeared with blood as he became a whirlwind of destruction with his shovel and his fire spells in the streets of Canterlot.

He felt grief as he watched the three caskets of his family -- father, mother and brother -- being laid to rest under a willow tree in the Canterlot cemetery, facing the sunset. He held Firelight close to him. All he had left, and he'd never let her go...

¬Flame, Torchlight, Corporal, Service... Number 9784-2765-TF...¬

Out of nowhere, foreign emotions began to seep into his mind.

He felt the love of Ponyville, permeating through his body, washing over him like a wave. It felt comforting, like bathing in warm milk.

He felt joy of various kinds from the swarm's many members -- the happiness of a mother as Mrs Cake held her eggs proudly, the joy of Pinkie Pie as she brought smiles to other ponies/changelings around her, the sheer glee Rarity felt as she shifted forms and . . .

Sorrow. SORROW! He felt it, sadness overwhelming! Coming from every corner of the hive! Sadness from Orange-Top and the others for the loss of two beloved! He's drowning in it! Make it stop! MAKE IT STOP!

Guilt! He felt guilt, guilt from the Changelings for failing to save Firelight, for failing to protect Carrot-Top from him. Worse of all, some of them came from him! Why? What had he done to feel guilty? By the Swarm-Moth -- No, Celestia, What had he done? WHAT HAD HE DONE?!

¬I will not yield! I WILL NOT YIELD!!!¬ He screamed inside the cocoon. His wings were now fully grown. There were holes on his legs now. His horn had become crooked.

It was getting harder and harder to resist. The emotions had not overwhelmed his mind like he thought, but he was losing the urge, losing the fight, to resist.

~"And don't try if you can't,"~ Queen Twilight whispered into his mind, ~"Just let it go through you. You'll realize the magnitude of your sins, and many in the Hive would hate you for it. But all things can be forgiven in time. Just let it go..."~

¬Flame... Torchlight, Corporal... Service... Number... 9784-2765-TF...¬ He screeched pathetically. His strength was failing, his hatred and defiance dying like the flames of a fading bonfire.

~"Just let it go..."~

¬You... will... not... have...me...¬

...

~"We already have, Torchlight. Welcome to the Swarm."~

-

Twilight hugged Torchlight as the new changeling lay covered in green birth fluids from the cocoon. Twitching, he was still repeating his name, rank, and serial number to himself. Twilight had begun repeating it herself. Twilight didn't blame him, after all, Changelings were the ENEMY, monsters, they didn't have hearts. They were mindless beasts ruled over by one central evil leader.

"Spike,"

"Yes Hive Mothe-Oy! Twilight?"

"Do you . . . do you think BBBFF will kill me if he sees me like this?"

"TWILIGHT! How can you say that?!"

"Because Chrysalis was a monster. She didn't care about her swarm, she just knew losing them would mean she'd have noling to rule over. Then she lost everything. She wanted something of her left, so she made me a monster."

"Twilight! You're not a monster! We all love you! Just like you do us! And we do each other!"

"I couldn't stop myself Spike. If Celestia had come to visit while I was still forming my swarm, oh help me Celestia, I wouldn't have been able to stop myself! I'd have acted just like Chrysalis and tried to cocoon her. I wouldn't . . . I wouldn't have been able to stop myself."

"'Monster' is what ponies call animals they don't understand and fear."

"Fluttershy!"

Twilight could feel hesitation from Fluttershy, anger, shame, frustration, loss, but also concern and endearment. Fluttershy's wings folded around herself, realizing her queen could feel those other emotions too.

"Fluttershy, I am so so sorry for everything I've made us lose, I only hope that what we've gained can somehow make up for it."

"So ya and yer friends are the ones Twili' zapped first? Didn't everypony wonder where ya were?" Braeburn asked still in the cocoon.

"She was real careful like. And made sure we gave good excuses after. After that, feelin' how big the swarm was gonna need to be, she focused on our families and Mayor Mare next. Doctors and store owners were next."

"Ya ever seen Invasion Of the Pony Snatchers?"

"Yeah. Ah know... so how are ya and Little Strong Heart gettin' along?"

"Oh we talk, we chat, we nuzzle, the Chief doesn't mind as long as Ah take the rites of initiation before Ah settle down with her. Oh, and the Appleloosans say Strong Heart hasta convert before she settles down with me. But, neither of us really mind."

"Ah promise ye'll be getting back to her real soon cuz, I promise."

Baeburn felt his body changes, and the feelings the others drip into his heart. "So this is it huh. Ah well. And . . . AJ."

"Yeah cuz'?"

"I forgive ya."

+++++

"Are you SURE the 'whole town of changelings’ thing is true? I see a bunch of ponies weeping and huggin' each other at a funeral outside of town." Said one scout to another. In particular one orange haired filly who couldn't stop crying her eyes out.

"It's true. Scans shows they're Changelings," Royal Guard Scout Red Leader affirmed, "The whole place crawls with them."

"Mare in the Moon," Scout Sharp Eye shook his head with disbelief, "Then this means..."

"Yeah, I know." Red Leader nodded, "I was in Canterlot during the invasion, saw the Bearers of the Elements lay one epic flank-whopping on the Bugs too. They're probably gone." He sighed bitterly, "My kid looks up to those mares. How can I tell her now?"

They watched on from their spotting positions, over half-a-mile away through their binoculars, as the funeral progression finished and the "Ponies" started to leave. The orange filly had finally stopped crying as a purple earth pony with three flowers for a cutie mark held her close. Three other fillies came to her and nuzzled her. All of them had green, teary eyes. All of them.

"Right, I think that's enough" Red Leader finally declared. He pulled out a portable radio (earth pony tech, restricted to military application for now) from a pouch hidden beneath his silver armour and ghillie suit. "This is Red Leader to Overwatch, we have confirmed visuals of the Bugs. 100+ tangos minimum, no patrols, all non-coms. The Changelings are in Ponyville. Orders?"

Silence. Then, the familiar voice of Shining Armor barked from the portable-radio.

"This is Overwatch. Pull back your squad. We've all the proof we need." His voice sounded uncharacteristically monotone. Almost . . . resigned and too calm.

"Roger." Red Leader said. He raised his hoof. All other members of the Royal Guard scout team quickly emerged from their hidden positions and began to make their way back to the edge of the quarantine zone.

"Should we tell them what we've seen? They don't act like the Bugs back in Canterlot. They're almost like . . . ponies . . ." Sharp Eye suggested, hesitant.

"Yeah, sure, put it in the report, but who's gonna believe that?" Red Leader sighed, "They won't care anyhow. Heard from Bronze that they got over a hundred cannons and mortar placements being set up all across the edge of the quarantine zone, and I personally think they intend to use it. When things go south, and they probably will, the whole place will light up like a Hearths Warming Eve bonfire. Thunderhammer almost freaked out when he saw the incendiaries being hauled in."

The rest of the scout team shuddered at the thought of that horrible weapon raining down upon the town. Nopony wanted to imagine how much pain the Changelings would feel as the flakes of white phosphorus burned through their bodies.

-

Pipsqueak wished he knew why everypony in Ponyville was acting so weird around him. Was it because he was a new arrival from Trottingham? No that wasn't it, everyone had been friendly during Nightmare Night.

But chats always stopped down when he came into a room, ponies stumbled over their grammar. It all started when he had that weird dream where he was a caterpillar turning into a butterfly.

He recalled faint words "He isn't changing?" "But why?" "This doesn't make any sense." "Get him back home."

What a weird dream. He heard his parents when they thought he wasn't listening talk about how the ponies of ponyville acted awkward around them too.

They weren't being mean, nasty, snooty, ignoring them, or anything bad. They just seemed, tense, worried.

He couldn't believe two ponies had died in Ponyville last night. It scared him. That sort of thing didn't happen with ponies, his teachers always told him; ponies were civilized, ponies didn't hurt each other.

He hoped Orange-Top didn't have to go to an Orphanage, he heard those places were bad.

At least they said they had caught the bad stallion who did this.

Ponyville was still a community though, and the Squeaks came to the fresh grave later than the rest to pay their respects. Firelight had been a new resident, but Carrot-Top had been in Ponyville for years. Who was going to take care of her garden now?

++++

"So what happens to me now, my queen?" Torchlight asked bowing.

"That is totally your own choice. You have free will remember? Everyling is pretty much living much as they did before. You're . . . free to return to Canterlot. It's not far enough away that the bond would be strained."

"I see my queen." Torchlight sighed.

"Please, call me Twilight."

"Yes Queen Twilight."

"Please tell me that was a joke."

"Trying Twilight."

Mayor Mare had already sent a letter to Canterlot detailing Firelight and Orange-Top's deaths for their records department.

++++

"YE SHALL NOT ATTACK PONYVILLE AS LONG AS PIP IS THERE!"

Shining Armor's ears rang. "With all due respect your majesty, I'm not part of your night guard."

"BUt you ARE a part of my Guard Captain Shining Armor . . ."

"Princess Celestia." Shining Armor bowed.

"Before you start another war, I wish to . . . to speak to Twilight."

=

"Shining Armor, I want you to come with me." Princess Celestia ordered.

"What? Why, your majesty?" Shining Armor asked.

"Your wife Princess Cadence was worried about you. She said that you haven't been yourself since you heard about what happened to Ponyville." Princess Celestia explained, looking over her shoulders to the array of ammunition being assembled for the gun and rocket emplacements. She looked at the white phosphorus rounds in disgust; she knew what they could do, and it killed her inside a bit to know her ponies, or anyone, were capable of such unthinkable cruelty. It worried her though that Shining Armor was so willing to bring them up for 'Target tagging' purposes.

"Armor, were you willing, all things considered, to put your own sister and all of Ponyville to the torch?" She asked her relative-in-law.

The question pierced right through Shining Armor like a howitzer shell. He bit his lip and tried looking away.

"My father once told me . . . a leader . . . must be willing to make difficult choices." He replied, looking uncertain.

He was surprised when Princess Celestia placed her hoof on his shoulders.

"Maybe we might not need to make this decision, if all goes well," Princess Celestia assured him. Shining Armor tried to smile.

They both disappeared in a golden flash of light.

====

Torchlight, now a Changeling, trotted slowly to the train station with his coat and luggage in his pony persona. His face downcast, his head lowered down as he tried to avoid the hateful glances from the other Changelings as he walked past them.

He could literally taste the anger and resentment being thrown his way. He didn't care. He felt he deserved it.

What had he done?

He had truly thought he was doing his sister a favor, putting her out of her misery - in his hatred, he couldn't possibly believe anything a Changeling said could have been genuine. He honestly thought that his sister was gone, her mind consumed by her Changeling self, and that the Changeling that replaced her was doing an act to lure him into being converted as well.

But when he was converted, he didn't felt his mind was replaced - sure, he suddenly felt all his hatred and anger vanish in a haze, developed an unnatural, instinctive loyalty to Queen Twilight, and he was suddenly flooded by all the emotions from the hive through the empathetic bond. But he was conscious all the way through the process, even as he tried to hold onto his pony self.

He was changed, but he hadn't been killed. His mind was still here, still his own, still thinking. It horrified him.

What had he done? His sister had been still alive inside that Changeling body when he plunged his knife into him. He had promised he would never, EVER let her go. She was all he had left, but he had KILLED her, with his bare HOOVES!

Worse, now that he was connected to the empathetic link, he could feel how his two murders had affected the whole town. He could feel the unquenchable sorrow and misery from them all. The loss of two members of the hive was like when he had lost nearly all of his family. They hated him for it, and he knew they would never truly forgive him. Not that he didn't deserve it.

He was no better than the Old Changelings that had cost him his family. He finally realized the magnitude of his sins, and it brought him guilt and shame beyond his wildest dreams.

He didn't know how long he had spent at the graves of Firelight and Carrot-Top, weeping, telling them he was sorry over and over.

He knew killing himself would only hurt the Hive even more. He would leave this town and return to Canterlot. He would turn himself in for murder. He would spent the rest of his life in a cell for his crimes, hopefully to be as far away from Ponyville as possible, just as long as he never hurt them in any way ever again.

However, there seemed to be yet another obstacle to that plan.

"What? What do you mean no train pulled in to the station since yesterday night?"

====

"Clear left!"

"Clear right!"

"All clear."

"Advance!" a Royal Guard with bat wings and slit-pupil eyes ordered.

Sergeant Dusk Haunter of Gamma Squad hated working in any hours of the day, being a Night Guard in the service of her majesty Princess Luna; but being one of the best Royal Guard Commandos in the entire military meant that he was the right candidate to lead this operation. And considering what was at stake, he knew he had no choice.

It was early twilight, the residents (all Changelings, he was briefed) had yet to stir in this distant part of the town, but he and his team were taking no chances. They advanced stealthily by leapfrog: one pair of the team would act as an overwatch from their hidden position, while another pair would advance to a forward position ahead, and once they get into cover they would switch roles, acting as an overwatch to look out for enemies while the previous pair advanced ahead in turn.

And thus they went, going from cover to cover, shadow to shadow, the camouflage suit they wore over their armor allowing them to blend with the environment. Light as a feather, quiet as a whisper, their sensitive ears picking up any sound they could, they advanced, like a predator stalking their prey.

Before long, they found what they were looking for; a house at the edge of town, near the train station, far away from the rest of the other houses.

"Objective acquired, moving into position for stage 2." One of Dusk Haunter's teammates signaled in their silent code. No one was to break silence until the operation reached its 'dynamic' stage.

"Roger. Shadow, you're on overwatch, everyone else ready for extraction of the packages in one minute."

They moved into their designated position. Shadow onto a roof, everypony else moving towards the door. Once stage 2 began they would have to be quick to get their targets out of the town as fast as equinely possible.

Far away, there was a golden flash. Looked like Princess Celestia had entered the fray. Good, Dusk thought, the more distractions the merrier.

They were at the door. One of his team mates licked his lips nervously. Dusk Haunter started counting down.

3...2...1...

"Breaching!"

Simultaneously, Dusk and two other of his team breached into the house. Dusk smashed through the door, while his comrades broke through the windows, rolling on the ground as they did, glass landing by their side.

Pipsqueak's family stared at them from their breakfast in dumbfounded shock for a few moments.

"Wow, this is so awesome!" Pipsqueak could barely hold down his glee.

"What in Tartarus?! Who are you?!" Pip's dad shouted in alarm and fear, his hooves going for a broom next to him, ready to pounce at the intruders.

"Don't worry, we're Night Guards!" Dusk assured them as his teammates assumed flanking positions, "We're here on orders of her majesty Princess Luna to get you and your family to safety."

"Princess Luna? What for? What's going on?" Pip's mother asked worriedly, Pipsqueak meanwhile was equally confused as to why his favorite princess sent these grown stallions to 'rescue' them. If so, from what?

"You'll be briefed by the Princess herself once you are extracted to our operational headquarters." Dusk assured them, "Please follow us . . ."

"Contact! 9 O'clock! Two non-coms! 200 meters and closing!" Shadow suddenly called from the rooftop by radio, breaking silence.

"CRAP!" Dusk cursed, "Dynamic, dynamic! We're moving out now!"

====

Shining Armor gawked at the number of eyes staring at him and his Princess - all of those green, Changeling eyes. Princess Celestia meanwhile wondered why she hadn't noticed them the last time she visited, as tears began to flow from her own eyes.

Twilight and some of her friends stood before them, eyes-wide in shock.

"Princess Celestia?!" Twilight could only say in shock.

"Twilight," Princess Celestia could only answer, her voice suddenly breaking. "Why didn't you tell me?"

=

"Bye Pipsqueak! Mr. & Mrs. Squeak! We wrote you some . . . muffins?" Derpy Hooves, with a basket of ordinary muffins still in her mouth, looked around confused at the night guards as did her child. "Uh, hello officers, is there a problem? Uh, I promise I didn't mean to lose those tickets to the Grand Galloping Gala! But they had just put in this new giant muffin sign at Sugar Cube Corner and I hit my head. . ."

"Pipsqueak, what's going on?" Dinky asked.

"I think Princess Luna wants me and my family to visit her."

"What? Really? Can I come?"

"I dunno." Pip scratched his head.

"Um . . ." Derpy looked around nervously, trying to make herself as small and unthreatening as possible, "Anyone like a muffin?"

+++++

"Tell you what Princess?" Twilight asked nervously.

Celestia knew that tell, it was the same one Twilight had had since she was a filly. And it wasn't the kind one one would use in a deception. This was her student.

"Twilight Sparkle!" Celestia said in her most stern, school-master like voice, "Do not lie to your teacher!"

"Yes Teacher!" Twilight instantly went rigid, standing perfectly straight on four hooves, a lifetime conditioned to respond to her mentor.

Also, Twilight's friends, and every changeling present instantly was in front of Twilight protectively. It was the same as, the exact same as what Celestia's subjects would do for her.

"Stand down everyling, please."

"Yes Your Majesty." A few said out of sync before backing away.

Celestia locked eyes with her student.

"If . . . if I had told you before, you'd have come, and I'd have tried to convert you! If you had been a warm body with emotions before I had enough, I'd have tried to change you!" Twilight said, the shame and horror clear in her voice.

Celestia kept her calm, "What do you mean, 'enough?' "

"I-I changed the ponies who I cared the most for first, then whom they cared for the most, and so on; after that, ponies who were in key positions in Ponyville, then everypony else, then those who came to visit . . . and finally, I could stop. I could finally make myself stop. The swarm -has to- be a certain size to function! It's like having four hooves! It's fundamentally WRONG if there's not enough of us together and-- and I couldn't resist anymore than breathing! When I changed Spike first, I didn't even realize what I was doing, know what I was doing, think about what I was doing, until I had already cocooned him."

"Twiley . . ." Shining Armor looked at his sister, not sure WHAT he was supposed to be feeling now.

"Teacher, with all the love I'm wired to right now with everyling in Ponyville, there's a chance I might actually WIN in a fight with you." Twilight said, her voice was SCARED. "And my mind knows that would be signing the death warrant of everyling in Ponyville."

"Twiley, if I had come to Ponyville before . . ." he looked around, "you were done, would you have changed me too?"

"YES! Because we LOVE each other! MORE SO because we do! Everyling around you aren't slaves or zombies! We're unified through the heart! We're more a single family than ever!" Twilight cried out, pride and anguish twisting about in her voice.

"Twilight, come with me, perhaps I can cure you." Celestia said.

"No."

"What my student?"

"No. I don't want to be a unicorn again. The love that flows through me, through us, it's like a river, we don't want to be without, I don't want to be without it. We, the swarm of Ponyville, don't want to rule Equestria, we don't want to kidnap ponies and harvest love, we want to live, we want to exist. If . . ." Twilight gritted her teeth, "if you think we're too dangerous, we'll . . . we'll leave. If you think I'm too dangerous, I'll chain myself up in my cellar where I can't change another pony again."

"Twilight, I got a letter from Ponyville just before the quarantine was placed -- yes, we have the town on quarantine -- it said two of my ponies, two of your changelings had died."

Twilight bowed to her, the changelings were openly shocked and dismayed at seeing the queen do such a thing, it was horrifying to them. Weren't they both rulers? Why should one bow to the other? "Yes. We've already held the funeral for them. The killer and one of Applejack's cousins became their replacements . . . That's a horrible sounding word isn't it?"

"Believe me my student, I know. And if you hadn't had one innocent, and not-so-innocent ponies on hoof before I arrived with your brother?"

"I'd have apologized deeply, wept, and sentenced my entire swarm to die when Princess Luna likely reverted to Nightmare Moon in her rage, and who knows what Princess Cadence would have become, and the Princesses would have killed every member of my family, leaving me for last as they fought to the death to protect me. You and Armor dying last before me."

"It's alright Yer Majesty, Ah don't blame'er for it." Braeburn stepped closer, pushing his way through the crowd, shedding his pony persona, showing his yellow carapace and brown membrane. "Snakes are poisonous, timberwolves are hungry, but they ain't evil fer it."

Fluttershy nodded. The love her animals gave her spread out among the rest of the swarm. It was a matter of survival after all.

"Twilight Sparkle, do you still love your brother and parents?"

"Yes."

"Why did you stop when you did?"

"Because my body -let me-."

-

"And were you willing, if the situation caused your body to have that need to assimilate again, would you still oblige to it?" Princess Celestia asked.

Queen Twilight remained silent for a few moments in contemplation, before she replied.

"Yes... Yes I would. Because I wouldn't have been able to stop myself . . . But I hope I never have to do so again." Twilight looked up to her mentor, "I won't excuse what I did. Forcing ponies to become something they don't want to become is wrong. I wish I never had to assimilate other ponies. I wish there was a better way, anyway than this . . ."

"And there is a better way, your majesty." Mr and Mrs Cake came forward, with Changeling eggs on their backs, "There's not enough to spawn an army, but there's always just enough every now and then that we can replenish our numbers without turning anyone else into Changelings."

"And I hope the Hive never finds itself in a situation where they need to assimilate other ponies to Changelings again." Torchlight came forward, dropping his disguise, "Former unicorn guard Torchlight Flame reporting. I was the one who murdered the two Changelings."

"Why did you do it, soldier?" Shining Armor inquired.

"Because when I found my sister had been turned into a Changeling, I thought the Changelings had taken my sister from me." Torchlight said, his voice breaking, "But when I was converted myself, I realized I wasn't replaced; I got new parts added to my body and mind, but I'm still me, I still think and feel like me. The Firelight and Carrot-Top I killed were still who they were, even though they got new forms and new instincts! They're still ponies inside! Your majesty, I implore you, spare this hive! If you want to punish somepony, punish me. I didn't realize what I did would had meant for them. Punish me and just make sure I never hurt anypony or anyling ever again . . ."

He could barely finish before he broke down in quiet weeping. Shining Armor placed a hoof on his back in comfort. Everyling in Ponyville looked at Torchlight in a mixture of pity and loathing.

"Twilight, would you promise me you won't assimilate another pony ever again? Would you do everything in your power to avoid it?" Princess Celestia asked, with finality in her voice.

"YES!" Twilight's answer was instant, honest and truthful.

Princess Celestia sighed, "Twilight Sparkle, I have decided. After considering all I have heard and seen, I think it would be the best for both Ponies and the New Changelings..."

Everyone held their collective breaths.

". . . to leave you be."

There were gasps of surprise from the crowd.

"You . . . you are going to spare all of us?" Queen Twilight could only gasp in disbelief.

"Yes, Twilight. You weren't able to stop yourself, but you didn't use your new instincts as a justification or to excuse yourself for what you did. You regretted it and wished for a better way. And everything you and your hive said and did now wasn't an act, wasn't a trick to win my sympathy, wasn't the sort of deception that everyone thinks is all the Changelings are capable of." Princess Celestia confirmed. "That speaks volumes of how much you are still yourself, and how much you have grown since you had become what you are now."

Princess Celestia advanced towards her faithful student and the new Changeling queen, who took a step back nervously, "Just know, Twilight, I still see all the new Changelings in Ponyville as my little ponies," She lowered her head towards Twilight, smiling serenely, "And no matter what happens, you're still my faithful student."

"And... and you're still the little sister I love!" Shining Armor suddenly said, tears rolling down his cheeks, "You're still the sibling I know and love, and nothing will ever change it!"

"Princess . . ." Twilight finally couldn't hold back her tears, "Shiny . . ."

Twilight dropped her unicorn disguise and rushed to her brother's side, and the two siblings caught each other in a warm embrace, sobbing in each other's chests. Princess Celestia came forward to embrace the two with her wings.

Everyling present could taste the relief from their queen's heart and the love emanating from both her, her pony brother, and the Sun Princess. Some wept, others danced in joy, many merely sighed.

And slowly, one by one, they began to drop the masks they wore over themselves. Never before did they feel so free.

====

"What did I say about dynamic? We have to go now!" Sergeant Dusk Haunter hissed angrily beneath his breath.

One of his teammates gently pulled Pipsqueak away from Dinky and led him away, while another grabbed the bag of muffins from Derpy, thanked her kindly, and galloped off. Shadow leapt off the rooftop she was at and dashed off with them.

Two pairs of green eyes could only stare in dumbfounded confusion as they quickly made their escape out of town.

====

"This is Gamma Squad, objectives secured. We're moving outside town perimeters, over." A voice from the radio reported.

"We roger, Gamma. We'll extract you shortly at the retrieval site. Mission control out." General Spectre sighed as he turned the radio off.

"The Squeak family is secured, your majesty." General Spectre saluted to Princess Luna, watching over Ponyville from one of the battlements.

"Aye, and they shall be greatly rewarded for their services." Princess Luna said, sighing.

"Yet you still looked worried, your majesty," General Spectre remarked, "Is there something wrong?"

"Mayhaps." Princess Luna nodded, "Do thou know, General, that one thousand years ago, we and our sister were the absolute authority in Equestria, answerable to no one but ourselves?"

"I read my history, your highness, and your majesties still are." General Spectre replied

"Aye, but more so back then - we were the high princesses. The only reason why the transient ponies allowed us to rule as we saw fit, was because they trust us in our infallible ability to do good and right." She sighed, "But because we were so unanswerable, we lost touch with our people, and it was losing touch with our ponies, to what they want, that contributed to my downfall."

Princess Luna winced at that bit of memory. "Princess Celestia learned from our mistake. She reduced her own power and made herself more answerable to our people's wishes. 'I am not the master of my people; like any good and righteous politician in the annals of history, I am their servant.' She said. I agree, I intend to follow her example. And this is what worries me."

She looked over Ponyville. There were flashes of green from the town center where the ponies had begun to drop their disguises.

"Even if, somehow, our sister manages to resolve this crisis and makes peace with the new Changeling swarm, we can't hide this. We have already stirred attention aplenty when we mobilized the Royal Guard to isolate this place. It'll only be a matter of time before our ponies figure out what has transpired. And what do thou think would happen next?"

"I don't know, your highness. I'm not . . . familiar with this sort of thing." That's all General Spectre could only say.

"They would panic and fear, that is what. They have seen what the Old Changelings have done in Canterlot, and they would not be quick to forgive. There is a Hive of Changelings right in the heart of our realm. Our subjects would demand their removal, demand their destruction. For them, they're the enemy, they are a threat. If we declare the New Changelings are not to be infringed the ponies would find ways to go around that order. If we ask the Changelings to leave, the ponies would believe they will someday return as an invading army. And we'll never, EVER convince everyone of our subjects that the New Changelings mean no harm. You know what this would lead to."

General Spectre nodded. He had seen enough examples of lone-wolf terrorism, witch-hunts, racial segregation, and other forms of civilized evils from history and other realms and races.

Princess Luna took a look at the various weapons pointing at Ponyville. She knew that, even if things went well, they might remain, and there was still a chance they might be used. It might not even be a question of IF, but WHEN. She shook her head.

"We do as our subjects demand of us as rulers of Equestria, General . . . But what happens when Equestria, driven by its inherent, undeniable flaws, calls for the blood of Twilight and her Changelings? What can we possibly do?"

-

"Twilight, would you promise me you won't assimilate another pony ever again? Would you do everything in your power to avoid it?" Princess Celestia asked, with finality in her voice.

Twilight had meant every word, Twilight only prayed that they began to reproduce by traditional means before fate took another one of their family from them. Technically Celestia had not MADE her promise, only asked if she would, and if Twilight would do everything and anything to prevent having to twist another Pony's body ever again.

She HATED thinking of the Cakes' eggs as a 'buffer zone' to their population, but Twilight honestly hoped the Cakes kept busy. Of course, Queen Twilight realized, this also brought the terrible question of food. The love ponies were giving to the Apples and Cakes for their convection masterpieces and the love Fluttershy was given by her animals gave Ponyville enough love to live off of. But would the love still flow?

She called for the one 'natural born' Changeling among them.

"Moth."

"Yes Your, er, Twilight?"

"Tell me EVERYTHING about us. Not just what my instincts tell me to do."

"As . . . as you wish Queen Twilight."

+++++

TWO WEEKS LATER . . .

"WHAT Happened?" Applejack asked, it actually felt strangely, liberating that she didn't need to keep up the image of her former self constantly. Meant she could fly up directly to buck apples.

"After Ah got back and explained things to Little Strong Heart, she asked to see what Ah looked like now. . . . She wants to convert."

It was the base instinct of a swarm when populations needed to be built up fast to simply SELECT what creatures to convert. To have a Buffalo ASK to be turned into a changeling for the sake of her boyfriend . . .

"She really does love ya doesn't she?"

"Yep."