MY LULLABY

Chapters

I've been exiled, persecuted, left alone with no defense
When I think of what that brute did, I get a little tense
But I dream a dream so pretty that I don't feel depressed
Because it soothes my inner kitty and helps me get some rest

I've been exiled, persecuted, left alone with no defense

Hunger.

Desperation.

Vengeance.

These were all the former Changeling queen, Chrysalis, was thinking about on a particularly starry night in the Everfree Forest. Due to the abundance of monsters that almost every pony was utterly terrified of inhabiting that forest, it had become the sole sanctuary for her after she was dethroned and exiled by her own kind. Also, the predatory creatures lurking in the shadows were the least of her worries, as she knew she could easily take them all down due to her powerful magic and shapeshifting abilities. What was actually bothering her was the fact that she was still without a kingdom to rule and enough love to sustain herself.

And she knew exactly who to blame for her predicament: her treacherous offspring, Thorax, and his accursed pony friend, Starlight Glimmer.

If they had not foiled her brilliant plan to replace all the beloved ponies in Equestria with Changelings and turned her own subjects against her, she would have been enjoying a life full of prosperity as the supreme ruler of all the land. Instead, she was forced to leave her hive and live as far away from civilization as possible. Every day, she was trying to come up with a plan to take back what was rightfully hers and exact terrible vengeance on those who had caused her downfall in the first place. However, she had managed to formulate only one plan so far and not only it involved making imperfect copies of the greatest heroes of Equestria, but it also ended up being a complete failure when the clones turned on her instead of becoming her new subjects.

So, ever since they were all destroyed by the Tree of Harmony, she had decided to change tactics and, after several weeks of deep contemplation, she resolved to do something she would never imagine herself doing in a million moons: forging a temporary alliance with a like-minded creature. Unfortunately, since none of the creatures in the forest was nearly as smart as her and that all the great villains were either reformed or imprisoned in Tartarus, she was forced to take more drastic measures in order to find an accomplice at least half as competent as she was.

Therefore, on this starry night (exactly one week after the destruction of her treacherous constructs), she was standing near a pond in the middle of Everfree, getting ready to cast a spell that, in theory, could summon a villainous spirit on the water. Then, she was planning to use her flawless manipulation skills in order to convince that spirit to assist her in getting revenge on her enemies and reclaiming her kingdom. Even though she was fully aware of the risks that would come with such a scheme, she also knew that she was running out of time and options. The love she was stealing from the forest inhabitants was simply not enough to satisfy her hunger (love from intelligent creatures such as ponies was always more nutritious) and that, she would soon starve to death if she did not find a solution to her problems.

With that in mind, she took a deep breath, lit up her horn, and shot a beam of magic right towards the surface of the water. When nothing happened for several seconds, she groaned in frustration and started walking towards the trees. Then, suddenly, she heard a loud noise coming from the pond and when she looked back, she saw a significant amount of bubbles and foam appearing on the water, and the water itself beginning to both spin and glow blue. Before she could comprehend what was happening, a large glowing water tornado shot upwards to the sky and stopped about half a dozen feet above the pond. Immediately after that, the upper section of the tornaddo started changing shape and, in a matter of seconds, transformed into what looked like the head of a lioness. It had a dorsal strıpe going down the head, an angular nose, a notch in the right ear, and a wiry grin on its face. While its eyes and stripe were glowing white, the rest of its feaures were glowing blue like the water tornado it was standing on.

As soon as the transformation was complete, the lioness head let out a brief maniacal laughter and announced with a very sinister-sounding voice, "Ahhh... How I missed the world of the living! Thank you so much for summoning me, dear Chrysalis. Now, I believe you're in dire need of my help and, as a token of my appreciation for your kind gesture, I shall tell you of a plan that will benefit us both."

Chrysalis, who was dumbfounded ever since the transformation first began, shook her head violently to snap herself out of it and asked, "You... You know who I am?"

The lioness chuckled at that question before replying, "Of course, dearie. A spirit like me can watch everything happening in this world from the etheral plane. From what I've been able to observe, I can tell that you wish to gain my assistance in the hopes of taking back your Changeling kingdom and punishing those who made you to lose it in the first place. This is a cause I can really sympathize with and that's why I'll reveal to you a briiliant scheme that I've been developing for quite some time. With your skills, it can finally be perfected and if you follow it to the letter, both of us will exact vengeance on the ones who caused us great pain and you shall become more powerful than you ever were in your entire life. So, my little Changeling, are you ready to hear what your new friend Zira has to say?"

After spending a few moments pondering on this offer, Chrysalis finally nodded in both agreement and determination. Zira then explained, "Excellent. Now, listen carefully. You must travel south and find a wide savanna known as, 'The Pride Lands'. There, you'll find its king, Simba, and convince him that Equestria poses a threat to his kingdom and that he should attack before the ponies could do the same. Both sides will tear each other apart and nothing will stand in your way to not just reclaiming what was rightfully yours, but also expanding your borders. As for me, I'll take great pleasure in watching Simba and his family suffer as much as I once did. Questions?"

Chrysalis listened to every word that came out of the Zira's mouth and, in the end, she asked, "Just one. What exactly did you mean when you said you were sympathetic to my cause?"

"It's a rather long story, but I can tell you this: I too know what it's like to be betrayed by your own kind. By your own offspring," Zira spitefully replied.

This made Chrysalis truly understand where she was coming from and, soon enough, she determinedly said, "Don't worry, Zira. I'll make sure both of us get the vengeance we deserve. Our enemies will greatly regret they ever crossed us!"

Upon hearing that, Zira manically laughed once again before disappered as the water turned to normal and Chrysalis flew off towards her destination.

Author's Note

The image belongs to OfficialStigma.

When I think of what that brute did, I get a little tense

After an entire week of flying south (and disguising herself to avoid confrontation with ponies along the way), Chrysalis finally arrived to an area that looked very similar to Zira's description of the Pride Lands: a wide savannah with patches of both green and yellow, inhabited by a wide range of animal species. During her voyage, she had stopped to rest near riverbanks and other sources of water each night, and summoned Zira's spirit, who had given her further instructions to follow once she would reach her destination:

She was to find Pride Rock, a gigantic and ancient rock formation located near the center of the savannah, which serves as the throne and palace of both King Simba and his lionesses. Afterwards, she had to ask for an audience with the king and ask for his help in fighting Equestria. Finally, after convincing him to lend her assistance and leading his forces to Equestria, she simply had to take advantage of the ensuing chaos and reclaim her rightful place as the queen of the Changeling hive.

Even though Chrysalis had no idea whether or not this strategy would be successful, she had no choice but to trust Zira and execute her plan with the very best of her abilities. Therefore, she continued making her way towards Pride Rock and, to both blend in with the inhabitants and travel as fast as possible, she disguised herself as a zebra.

After about ten minutes of running, she finally came across a strange rock formation that had a dozen lionesses sleeping near it. When she began to approach it, however, her scent caused the lionesses to quickly wake up and growl at her. Then, they started getting ready to pounce on her, more than likely with the intention of first killing her and then feeding on her flesh. Soon enough, she realized what they were about to do and so, she shed off her disguise and furiously hissed at the creatures, causing them to stop growling, and start backing away in both fear and confusion.

Satisfied with this outcome, she ceased her hissing, cleared her throat, and announced, "Sorry for coming here without an invitation, but I must speak with your king as soon as possible. I bring news of a grave threat that will soon come here to destroy everything and everyone you hold dear."

Upon hearing that, the lionesses began whispering with one another until they noticed a male lion with a red mane emerging from their nearby cave. They bowed before him as he made his way towards Chrysalis and stopped right in front of her. He then asked with great curiosity, "I am the king you seek. Now, who are you and what is this threat you speak of?"

Chrysalis immediately kneeled before him and said with a tone full of desperation, "Forgive my intrusion, your majesty. I simply had to come see you at the earliest opportunity so that I could warn you. I am Chrysalis, the former queen of the Changelings. I lost my throne and subjects to the same evil that seeks to annihilate your kingdom as well. You see, I had been at war with a tyrannical empire called, Equestria, and its armies recently conquered my land before enslaving my people. I barely escaped with my life and then, I began seeking help from the neighboring kingdoms. After many unsuccessful attempts, I came across yours, and now I humbly ask your aid in reclaiming my throne, freeing my subjects, and defeating Equestria once and for all. Please, I am begging you, King Simba. You are my only hope."

Despite being extremely shocked by her claims, Simba nevertheless began thinking about what he could do to help her. Nearly half a minute later, he took a deep breath and declared, "I admit, what you told just now does sound a bit outlandish. With that said, your appearance and the way you disguised yourself as a zebra makes me think that you might be telling the truth. So, how about this? I'm going to send two of my best hunters with you on a scouting mission. You're to find out how to best eliminate this threat and get your kingdom back without too much bloodshed. Sounds good?"

While Chrysalis was secretly infuriated by both being ordered around and her inability to incite the war she was craving for, she managed to calm herself down and declared with fake relief, "Oh, this is a splendid idea, your majesty. Thank you. Thank you so very much!"

"My pleasure," Simba happily replied. "Now, if you'll excuse me, I must speak with my family about this. Please, wait here. I'll be right back."

Chrysalis nodded with approval and started waiting for Simba to come back as he went back into the cave. A few minutes later, he returned with two more lions by his side. One of them was a male lion much younger than him. He had a black mane, green eyes, and a scar across his left eye. Meanwhile the other one was a lioness who was not only younger than Simba, but also looked almost exactly like a female version of him.

"This is my daughter Kiara and her mate Kovu", revealed Simba. "They'll accompany you to this 'Equestria' you speak of and help you figure out the best way to resolve this conflict and stop a war before it could happen. There is no one else I trust more to carry out this immensely important mission."

As Kiara smiled at her father, Kovu began to circle around Chrysalis and examine her before declaring, "Just so you know, I'll be watching everything you do from this moment on. If I see a single hint of deception on you, then things will get ugly."

"Kovu!", yelled Kiara before turning to Chrysalis. "Sorry about that, ma'am. He's been acting cranky all morning. I think he missed a meal or something."

"Oh, I completely understand," Chrysalis replied. "I remember being like that in the mornings when I was your age. Anyway, we really should be going if we're to complete our mission as quickly as possible."

Kiara nodded in approval and, after affectionately rubbing her head against her father's, she and Kovu began following Chrysalis towards Equestria. While she was flying in the air, they were trying to keep up with her by running at their top speed. As they continued onwards like this, Chrysalis began to ponder how she was going to explain this to Zira and she was going to contact her with the lions watching her every move.

But I dream a dream so pretty that I don't feel depressed

After three straight days of traveling from dawn until dusk, the trio finally reached the borders of Equestria. From there, they started heading towards Canterlot in the north, with both Kiara and Kovu insisting that Chrysalis should take them to meet with the rulers of the land and discuss a peaceful resolution to a potential conflict. Chrysalis reluctantly agreed to this plan, but she also knew all too well that the lions meeting with the alicorn princesses would instantly put an end to her schemes. Therefore, during their journey, she tried as best as she could to come up with a strategy that could allow her to execute the original plan she had crafted with Zira.

Speaking of Zira, Chrysalis had not contacted her at all ever since her journey back to Equestria started. In fact, she had no intention of contacting her whatsoever as she knew that the evil lioness spirit would no doubt ask for notifications regarding the recent developments in their plan and get angry over her failure to convince the Pride Landers to wage war on the ponies of Equestria. Chrysalis had neither the time nor patience to be scolded by her and she could not bear the idea that her skills of deception were about to fail her at the most critical stage of the plan. She had to figure out something and she had to figure it out quick or else, everything she had meticulously set up so far would be undone. Simba's daughter and son-in-law would find out the truth, report to him, and completely ruin her chances of reclaiming what was rightfully hers.

Then, on the fourth day of their journey, while she was watching her companions exchange humorous remarks with one another, she finally got an idea.

An awful idea.

She got a wonderful awful idea.

Shortly after the setting of the sun on the fourth day, the trio came near a set of mountains that Chrysalis had described as the "Macintosh Hills". Once there, she suggested that they rest for the night, and even volunteered to both scout ahead and take the first watch of the coming night. Kiara readily accepted the offer, but as for Kovu, he only relented after letting out a particularly loud groan. Even though he wanted so badly to keep an eye out for Chrysalis, even he had to admit that he had become very tired from keeping watch for the last three nights.

As for Chrysalis herself, she nodded in agreement and flew towards one of the hilltops before disappearing on the other side. As soon as she was out of sight, Kiara smacked Kovu in the head with one of her paws and asked, "What is your problem exactly?! Ever since the start of this journey, you've done nothing but eye her very suspiciously. What has she ever done to you, anyway?"

"It's not what she's done, but what she might do that worries me," Kovu replied while rubbing his head. "I don't know why, but something tells me she's very bad news, Kiara. I feel like she made up that whole story of ponies stealing her kingdom and enslaving her people just to set a trap for us."

"What?! That's crazy!" exclaimed Kiara. "Who could ever make up a story like that, anyway?"

"My mother could," Kovu promptly replied. "She always did have a way with words and appearances. Actually, now that I think about it, there's a bit of a resemblance between her and Chrysalis."

Upon hearing that, Kiara's eyes briefly widened with shock, but in the next few seconds, she thought a bit more on Kovu's words and took a deep breath to calm herself down before declaring, "The only way we can be sure about whether this is a trick or not is to reach Canterlot and ask the princesses what is really going on. Keep an eye on her until then, but try not to give the impression that you're actually watching her. Besides, if this really is a trap and she really is similar to Zira, then we need to try as hard as we can to bring her to the side of good. What do you say?"

Even though Kovu initially gave her an incredulous look right after hearing this, he quickly realized what she had meant by that and her facial expression changed to one of sorrow. Then, he let out a deep sigh and said, "You don't have to keep blaming yourself for not being able to save my mother, Kiara. We both know that she was beyond reason and redemption. I know it's hard to accept this, but there ARE beings in this world that don't deserve any forgiveness whatsoever."

Kiara stayed silent for several seconds before managing to reply, "I... I'm gonna turn in now. See you in the morning, Kovu."

She immediately laid on the ground and, a short while later, Kovu did the same. Soon after that, however, a small firefly came near them and transformed back into Chrysalis. She then used her telekinesis magic to lift the sleeping Kiara up and began to move her towards the nearby mountains, where there was a tunnel leading to mining shaft that had been abandoned for decades. Thus, she proceeded to carefully transport Kiara to that same tunnel, making sure not to hit anything that might wake the sleeping lioness from her deep slumber along the way.

Once she finally reached her destination, she entered the tunnel and gently placed Kiara on the ground several feet away from the entrance. Then, she started coccooning the unsuspecting young lioness up and once the process was completed, she quickly exited the tunnel and sealed the entrance with a single blast of magic from her horn. For the final stage of her dastardly plan, she flew right back towards the spot where Kovu was soundly sleeping, transformed into Kiara, and laid on the ground right next to her "mate", sinisterly giggling before going to sleep.

Because it soothes my inner kitty and helps me get some rest

The next morning, Kovu woke up to see "Kiara" standing right beside him and looking down at him with a rather seductive smile on her face. Regardless, he proceeded to let out a yawn and ask, "Um, good morning, Kiara. Did you sleep well?"

"Oh, I slept like a newbown lar- I mean cub," she replied with an unusually silky voice. "And how did you sleep, dear?"

Even though Kovu was a little weirded out by this change in her demeanor, he nevertheless stood up and said, "Uh... T-the same as you. W-where is Chrysalis? Isn't she supposed to be back here yet?"

Upon hearing this question, "Kiara" quickly changed her facial expression to one of concern and stated, "I... I have no idea where she is. Like you said, she was supposed to back here by morning, but I've seen no sign of her since I woke up."

"I knew it!" Kovu suddenly exclaimed with utter frustration. "I knew we couldn't trust her. She is just as deceitful and manipulative as my mother was."

Though she could not help but inwardly smile at these unintentional compliments, the former Changeling queen in disguise still managed to keep the concerned look on her face as she said, "I know, Kovu. I'm so sorry I didn't believe you on this. What was I thinking when I argued she could be brought to the side of good? Can you ever forgive me?"

Kovu then noticed "Kiara" looking at the ground very sadly and he immediately cupped her chin with one of his paws before replying, "Hey, it's alright. Of course I forgive you. But right now, we need to get back to Pride Rock as fast we can and warn your father about Chrysalis' betrayal. She might even be on her way there so that she can take advantage of our absence and invade the Pride Lands. What do you say?"

In response, "Kiara" looked directly into Kovu's eyes with a look of determination on her face and declared, "Let's go back home, then. We can't waste any time."

"Agreed," Kovu stated before he closed his eyes and began to gently rub his mane against hers. "I love you so much, Kiara. I always will."

Hearing these words caused "Kiara" to make a sinister smile and her eyes glowed emerald green as she responded, "I love you too, Kovu dear."

She then rubbed her mane against Kovu's as well and as soon as two separated, they began running towards the direction they had originally come from. Even though Kovu briefly noticed the eyes of "Kiara" glowing green, he simply brushed it off as a mere trick of the light and the two continued on their return journey to the Pride Lands.

Almost half an hour later, Kovu had become completely exhausted and while he was inwardly questioning how it was possible for him to be so tired after sprinting for such a short period of time, he could not deny the fact that he was quickly running out of energy to even move forward.

"Kiara", meanwhile, was moving right behind him without any sign of fatigue whatsoever and she once again made a concerned expression appear on her face as she asked, "Are you tired, Kovu? We can rest for a few minutes if you want."

"Yeah... That would be great," he replied before suddenly collapsing on the ground and going into a deep slumber.

As soon as he started snoring, "Kiara" transformed back into Chrysalis and used her magic to drain the last bit of love left inside Kovu. Upon finishing her meal, she licked her lips and said, "Sooo much love! I haven't eaten this well in ages!"

She then looked at the unconscious lion and declared, "You were right not to trust me, Kovu. Unfortunately for you, I've been ten steps ahead of you right from the start. I should thank you, though, since your love for that foolish lioness was far greater than I had anticipated. In fact, it was even more potent than the love that Shining Armor has for Princess Cadence. How sad it must be for you that I was able to devour all of it portion by portion when we were on our way here. With this much love, I finally have enough power to exact my revenge on all those ponies who cost me my kingdom, and you shall be the key to ensuring the success of my grand plan."

Right after finishing that last sentence, she fired a beam of magic from her horn directly into Kovu's head and a few seconds later, he woke up with glowing green eyes and a completely emotionless expression on his face. Then, when he finally stood back up on all fours, Chrysalis dramatically exclaimed, "Go, my dear Kovu! Attack and maul any pony who would dare stand on your way to Canterlot! Do not hesitate and show no mercy!"

Upon hearing these orders, Kovu let out an extremely loud roar and began running towards the same direction that he had been coming from with Chrysalis following him in the air.

A few moments later, they came across the bustling frontier town of Appleloosa and per his new queen's command, Kovu wasted no time attacking the first Earth pony he saw with immense ferocity. He pounced on the shocked and defenseless mare just like he normally would while hunting an antelope or a zebra before he started mauling her to death with his razor sharp claws and teeth.

While some of the ponies in the area began trotting away screaming due to this horrible sight, the others along with a handful of buffalo began charging at Kovu with their lassos so that they can restrain him and put a stop to his mindless carnage. Leading the said attack was a certain Earth pony stallion named Braeburn who, despite being initially utterly horrified by the savage mauling of one of his Appleloosian sisters, was fully determined to prevent the beast right in front of him from harming any pony else.

First, he ordered the one of the buffalos running beside him to directly charge at Kovu in order to get him off an Earth pony stallion that he was attacking and also cause some disorientation from the impact. Then, he directed four of his Appleloosian brethren to lasso up each one of Kovu's limbs while he himself muzzled up Kovu's mouth with his own lasso in an effort to completely immobilize the rampaging lion. Even though the brainwashed Kovu tried as hard as he could to break free from his bonds, the combined strength of five Earh ponies were simple too much for him to overcome on his own and they were slowly but surely beginning to tire him out.

While all that was happening, Chrysalis was watching everything that was going on from a safe distance on a hilltop and she was very much enjoying every single minute of it. The moment she saw the Earth ponies restraining Kovu with their lassos and sheer raw strength, she sinisterly chuckled to herself and declared, "This is going even better than I thought it would. Time to break the bad news to the dear old mommy and daddy."

Immediately after saying these words, she used her magic to teleport away from the area. Meanwhile, two more Earth ponies came along to tie up Kovu's body from each side with their lassos, completely immobilizing the savage lion. In spite of all this, Kovu still growled and treid to thrash around with all his remaining strength, nearly throwing Braeburn and the Earth ponies holding his limbs off balance. However, he then stopped moving when the buffalo chief Thunderhooves arrived and delivered a headbutt to his skull, finally knocking him out cold.