Of Nerds and Bugs

by Timelugia

Rating: everyone
Tags: Moondancer, Queen Chrysalis, Adventure, Pharynx, Thorax, Alternate Universe, Twilight Sparkle, My Little Pony: Friendship is Magic
Length: 6659

Duchess Chrysalis is Princess Celestia’s personal student. Friendship comes easily, except when the recipient doesn’t want to be friends. Or of course, when the recipient has been replaced by a changeling.

Duchess Chrysalis is Princess Celestia’s personal student. Friendship comes easily, except when the recipient doesn’t want to be friends. Or of course, when the recipient has been replaced by a changeling.
An entry for Secrets: A Swapped Roles Contest
A universe where Twilight Sparkle is Queen of the Changelings and Chrysalis is Princess Celestia's unicorn pupil.

Published 2020-08-01 07:20:00 UTC
Last updated 2020-08-01 07:20:00 UTC

Of Nerds and Bugs

“Duchess, do you know why I called you here?” Celestia’s pink eyes were trained down on her. Her normally warm smile pulled down in a tight ever-so slight frown.
Duchess shifted from one hoof to another. Her teacher was intimidating enough! Did she really need the two guards standing beside her?

“Is it because I got a low score on my magic history test?”

“Duchess.”

Duchess focused her eyes on the marble floor. It was polished so brightly she could still see her teacher in the reflection. She tried to focus on her own pale green hooves. “It’s because of Moon Dancer.”

“Yes. And why?”

“Because Twinkle Shine switched the books in her bag with self-help books.”

“And?”

Duchess pushed a strand of orange mane back behind her horn. “And because Minuette laughed at her when she spilled her chemistry project on the floor. But Princess, none of that was me.”

“Duchess, you and I both know you have quite an influence on the ponies around you. You saw your friends being mean to Moon Dancer. Why didn’t you speak up?”

“They weren’t really being mean. We just thought that maybe if Moon Dancer didn’t study so much and tried to get out more ponies would like her better.” Duchess shrank. That had definitely been the wrong thing to say. Even if it sounded right in her head.

“Duchess. This is not how you treat other ponies. Especially ponies that are struggling with friendship. I’m disappointed in you.” Celestia’s disapproving eyes glared at her from the floor. “I want you to go apologize to Moon Dancer. A sincere apology, Duchess. Then I want you to listen to Moon Dancer. Try to understand how she feels.”

You really expect me to understand what goes on in her head? How can a pony spend so much time being miserable because she has no friends, and still do absolutely nothing to gain any? She reads like she expects friends to just pop out of her textbooks. Duchess sulked all the way to the library. Once through the large doors she forced a smile and started down the maze of books.

Every other hall she’d run into some nerd pony or other, curled up next to the shelves with a book. Like they couldn’t even manage to make it to a chair before reading about concrete or math or other nerdery. She rounded the last shelf and almost stepped on the familiar blue earth pony that was laying on the floor.
She quietly turned to leave.

“Chryssi? Er- I mean Duchess?”

I didn’t want to deal with him right now. Fine. Whatever. “Hello Crystal Hoof.”

“W-what are you doing here?” Crystal Hoof stood. He reached back the hoof holding the book, nudging the flaps of his saddlebag before ultimately dropping the book on the floor.

Duchess lifted the book in her magic and stuck it in his saddle bag. “Have you seen Moon Dancer?”

“Moon Dancer? She’s usually over in the magic section.”

“I already searched the entire library. Have you seen her here today?”

“I wasn’t really paying attention.” Crystal Hoof scratched at his puffy dark blue mane. “Did you check the Star Swirl the Bearded Wing?”

“The what?”

“Uh. It’s…um, I’ll just show you. If that’s all right?” He squeezed sheepishly past her and headed towards the back of the library.

Maybe I could just leave now? No. The princess will know if I don’t. I just need to go make friends with Moon Dancer. Miss No-friend Moon Dancer. Duchess plodded after Crystal Hoof.

“Are you all right Chr- Duchess? You look kinda angry.”

“I’m fine.” Duchess snapped.

“Did you blow up your homework again?”

“Crystal Hoof.” Duchess hissed. “We agreed not to speak of that.”

“Oops.” He ducked his head.

Duchess followed Crystal Hoof through a door at the back of the library. It opened up into a room with a giant hour glass and of course, more book shelves. Duchess scanned down the shelves, a flash of red mane caught her eye. She steeled herself, attached her smile and headed down the book lined hall. “Hello Moon Dancer.”

The unicorn turned away from her book to squint at her. “Oh. Hello. What do you want?”

“I would like to apologize.” Duchess puffed out her chest the way the noble ponies did when they spoke. Moon Dancer’s stared up at her with her usual blank stare. “I realize that we haven’t had much opportunity to get to know each other. I was wondering if you might like to sit at my lunch table tomorrow.” Please accept. For once just say yes. Nothing will show Celestia that I’ve successfully friended you better than that!

Moon Dancer smiled. “Thank you. I’d love that.”

That actually worked? Duchess straightened. “Perfect then. Oh, and you’ve found your books already, right? Sorry about that little prank.”

Moon Dancer stared at her wide eyed. “What books?”

“The books from your bag.” Duchess said slowly. She reached over and lifted the book Moon Dancer was reading. The cover depicted two ponies in a passionate kiss.

“Oh right. Those books. Of course.” Moon Dancer slid the book away from her. “Sorry, but I have some studying I need to do. See you at lunch?”

Duchess backed away. “Who are you and what have you done to Moon Dancer?”

“Uh? Duchess? That was kind of rude.” Crystal Hoof said. “I think you hurt her feelings.”

Duchess pointed at Moon Dancer’s wide eyed face. “She looked away from her book to talk to me. She smiled. When have you ever seen Moon Dancer smile? And she didn’t question my motives at all. And finally-” Duchess slammed her hoof down on the book. “Moon Dancer would also never read a romance book. She ridicules them anytime somepony even mentions one.”

Moon Dancer started backing away. “W-what are you talking about? It’s me. I’m me. I mean, who else could I possibly be?”

“How would I know? Maybe you’re using a spell. I don’t know, and I don’t care. But you aren’t Moon Dancer.” Duchess punctuated the point by slamming her hoof against the floor.

The pony fled down the hall.

“What should we-” Duchess didn’t hear the rest of Crystal Hoof’s question as she galloped down the hall after the suspicious pony. The stumbling clatter of hooves behind her assured her Crystal Hoof was following. The fake Moon Dancer swerved around the corner, jumping over a stray pile of books and ducking underneath an abandoned cart. She ran down a dimly lit hall, hooves skidding as she turned towards a dead end.

“I’ve got you now!”

The fake Moon Dancer took the shelf at the end of the hall in the green glow of her magic, and to Duchess’s amazement, the shelf swung open. A vast rocky tunnel stretched out into darkness. The fake Moon Dancer took one last look over her shoulder, then vanished into the darkness.

Crystal Hoof plodded up to her side. “Should we tell the Princess?”

“No. No, we can’t tell Princess Celestia.” Duchess paced in front of the hole. The ideas in her mind falling into place with each step. “If we tell her now she’ll think I was harassing Moon Dancer. We’re going to go. And we’ll find out who that was, and find the real Moon Dancer. Then, we’ll tell the Princess.”

“Uh, that seems kinda dangerous. We should tell the guards.”

The door clicked, and started to swing back closed. Duchess darted forward and stuck out her hoof. The door didn’t resist as she held it open.

“You go ahead and tell the guards. I’m going to follow her.” Duchess levitated a stack of books in the path of the door, then stepped into the tunnel. The click of her hooves echoed across the rocky walls.

“What if you get hurt? Wait! You wait here, and I’ll get my brother. Then we’ll have a guardspony with us, and we can go now like you want.”

“Sure. Whatever.” Duchess lit her horn, blinking the spots from her own magic out of her eyes.

“Okay. Don’t go anywhere. Promise you won’t go anywhere.”

“I’m not going anywhere. Promise. Just hurry up already.” The clatter of quick hooves behind her faded, leaving her alone with the dripping echoes of the tunnel.

Her spell light allowed her to see rock, rock and more rock. Rock from her hooves until where darkness reclaimed the tunnel. When we do find Moon Dancer, the Princess is going to want to hear about this! Not only will I have befriended Moon Dancer, but I’ll have saved her from evil doppelgangers and unearthed a conspiracy just below Canterlot. Duchess paced on the stone. Come on Crystal Hoof, get back here with Phalanx already. Some librarian is going to pass by any second now and take our find.

“Duchess?” Duchess’s heart leapt into her throat and nearly carried her to the ceiling.

“Oops. Sorry didn’t mean to scare you. But I-”

Duchess grabbed Crystal Hoof in the green glow of her magic and yanked him into the cave. “Quiet! Do you want the librarians to find us?”

“You’re not exactly being subtle yourself.” A dark grey stallion stepped over the book pile holding open the door. His blue mane was the only thing that bore any resemblance to his brother. The light from her horn rolled around thick muscle.
Phalanx scanned the tunnel before settling his dark purple eyes on her. “Cool. And the suspect looked like one of your class mates?”

“Exactly like her.” Duchess said. “And no, it wasn’t her. Now come on.” She broke into a trot down the tunnel, her horn light raking over stone.

After a little while Crystal Hoof said, “how far do you think it goes?”

“Why? Scared?” Phalanx snorted.

“I’m not scared. Just…concerned. I can’t see the exit anymore and we still haven’t found anypony.”

“I’d be more concerned that we’re with the unicorn who can’t cast a spell without blowing something up.”

“I am casting a light spell right now, Phalanx.” Duchess said through gritted teeth.

“Yeah she’s getting a lot better.”

“Yeah? I still have to clean up after your training. You have worse aim than a new earth pony recruit with a bow.”

“I am learning. My magic is stronger than your average unicorn, so of course I have trouble controlling it.”

“You know the guards say Princess Celestia took you under her wing because she was afraid you’d blow up Canterlot if she hadn’t.”

“Princess Celestia adopted me because she saw potential.” Duchess flicked her tail. “If she just wanted me to learn magic I would be living with Mr. and Mrs. Hoof like you two. But she didn’t. She took me under her wing to raise me how a Princess should be.”

Phalanx snorted.

“Come on. It’s not like it’s a secret. Everyone knows Celestia is grooming me to take her place one day.”

“Sure.” Phalanx rolled his eyes. “Celestia’s been princess for thousands of years, but I’m sure now she’s looking for a replacement.”

“Keep that attitude up and I’ll have you on permanent latrine duty when I become Princess of Equestria.”

“When you become Princess Duchess?”

“I’ll change my name obviously.”

“You could go by Chrysalis again.” Crystal Hoof offered. “I think Princess Chrysalis sounds lovely.”

Duchess gagged. “That was a name I came up with as a filly. Honestly I wish you two would just forget about it already.”
Crystal Hoof hung his head. Duchess felt a slight pang of guilt. Maybe I was too harsh.

“Princess Duchess of the Chrysalis.” Phalanx sniggered.

“Ugh. Why do I even hang out with you?” Duchess slowed. A glint of light was shining from farther down the tunnel.

“Well what name would you like to go by?” Crystal Hoof asked.

“Shh.” Duchess whispered.

Phalanx pushed past her, creeping forward carefully. Duchess stepped forward to follow, wincing at the slightest crunch of rocks under her hooves. A whisper came from ahead. “There’s a break in the wall. Duch, give me light.”

Don’t give me orders. Duchess bit back her retort. Phalanx was serious. Duchess squeezed past him.
Blinding light flashed back at her, leaving purple spots in her eyes. She blinked rapidly, collecting scraps of vision.
Beyond the hole in the cave a massive structure of purple crystal stretched out in a large cavern. Smooth holes dotted the jagged crystals.

Thousands of blue eyes stared back at her from oily black bodies.

“Retreat!” Phalanx barked.

“What?”

“I thought we were supposed to be whispering?” Crystal Hoof said in a loud whisper.

“Go!” Phalanx shoved her back sending her into an ungraceful stumble.

A deafening buzzing filled the air. Duchess clamped her ears to her skull. Her horn light sent Crystal Hoof blinking as she turned to face him. His mouth was moving, the words lost in the overwhelming buzz. Duchess ran past him, looking back over her shoulder she tossed her head for him to follow.
Phalanx stood at the hole braced for impact.
Duchess prepared her magic to grab him, but her magic fizzled as a black tide of noise and movement swarmed over Phalanx and filled the cavern. Crystal Hoof stopped in his tracks staring in horror. Duchess shouted for him to run but she couldn’t even hear her own voice over the din. The tide surged forward and she was alone.
She ran.

Hooves hitting stone. Her sweat clung to her fur. The tide coated the walls around him, flooding in front of her.
Her horn burned as she surged magic through it and blasted a hole in front of her. In the absence of her horn light she could see the glowing square of the library.

Tucking in her head she charged. Teeth grabbed at her tail and flank. She kicked them aside and continued. The square was growing brighter and brighter. An open door back to home.
Serrated hooves latched onto her back legs. She fell, hooves flailing towards the light as hard bodies surrounded her. Something wet hit her horn forcefully and her magic fizzled.
The open door of the library shrank smaller and smaller as she was dragged back into the dark.

The creatures escorted Duchess to a tunnel lit by a faint green glow. The light was somehow alien and yet viscerally biological. It rolled off of her captor’s hardened coats, only giving her the faintest sense that they were pony shaped. But it reflected back fully in their blue eyes, so much so that their eyes seemed to glow back at her.
Worse, what little she could see they were all the same. From their fin like manes to their mangled hooves there was no deviation. Duchess found this deeply disturbing, strangely even more so then their alien eyes and even more alien intentions. Her captors pushed her roughly into line with another pony and her heart jumped then instantly sank.

“Crystal Hoof? Phalanx?”

Two familiar pony heads turned back towards her. Crystal Hoof’s mane was a tangled mess, and she could see him shiver even in the low lighting. She could see Phalanx standing unevenly in front of him.

“No talking.” A buzzing voice demanded from behind. They were pushed forward. Phalanx stumbled, his front left hoof held off the ground. Duchess started to step up to his side to help him but was cowed back in line with harsh hisses. Their trudge down the eerie hallway ended at a grand opening, guarded by armored versions of her captors.

The room beyond was brightly lit with yellow light. A brownish green goo coated all the crystal walls, so that the light only shone from above. In the center an old library armchair stood on a pedestal. The creature on the armchair snapped its book shut. This one was much larger than the others. It’s purple mane tangled around a viciously long and pitted horn. It’s body was black, just like the others, except for a band of bright purple around its middle. Tattered mauve wings buzzed as the creature sat up and fixed slit pupils on them.

One of their captors stepped forward and bowed. “These intruders were found in the caverns, Queen Twilight.”

“How? The ponies shouldn’t be able to open the doors on their own.”

One of the bug ponies jabbed Crystal Hoof. “Explain to the Queen how you got down here!”

Crystal Hoof let out a whimper in response.

Duchess stepped forward. “Your Majesty, we apologize for trespassing in your kingdom. You see we are looking for a friend of ours. We saw a pony who looked like her come this way. We don’t mean any harm. Once we find our friend we’ll happily leave in peace.”

“What does this ‘friend’ of yours look like?”

“Her name is Moon Dancer. She’s a pale yellow unicorn. With a crescent moon as her cutiemark.”

“Cerci! Did you catch that?” Queen Twilight called out to the side.

A bug pony stepped out from beside the armchair throne, pushing a large book. “Yes.” He flipped open his book. “IS-3957 was using disguise U-34. I believe she just came back.”

“Bring her here.”

“I’m over here.” A voice called out. A bug pony climbed down from the wall. She lifted her wings revealing the numbers 3957 carved into her side. “My Queen, I was just coming to report-”

“Quiet.” Queen Twilight huffed. “These ponies were not only able to see through your disguise, but you led them down here.”

The bug pony hung her head. “I was trying my best. I managed to convince the blue one there, it’s just that one-”

“Enough. You failed.” Queen Twilight said. “Cerci, assign her to tunneling duty and make sure she doesn’t get put back on infiltration.”
Cerci wrote in the book with a large quill. “Alright, IS-3957 you’ll need to report to tunnel 2049. Go on.” The bug pony’s wings dragged as she walked out of the throne room.

Queen Twilight’s attention turned back to them. “Now, who are you three? I’m afraid I forgot to ask your names?”

“Better question.” Phalanx stepped forward. “Who are you? Because it sounds to me like you’re an invading army.”

“Ugh.” Queen Twilight shifted in her chair. “Nothing so crass. We’re only here to learn.”

“That’s very good. And we wouldn’t want to keep getting in the way of your learning.” Duchess said. “So if you wouldn’t mind just pointing us to where we might find Moon Dancer-”

“Learn what, exactly?” Phalanx interrupted. “If all you wanted to do was just light reading you wouldn’t be hiding down here.”

“That’s right.” Crystal Hoof said sliding close to stand beside his brother. “Princess Celestia lets all creatures access her library as long as you get a card.”

“This is tiresome.” Queen Twilight waved a pocked hoof at them. “Go put them with the others. Make sure they’re properly observed before you replace them.”

“Replace?” Crystal Hoof gasped.

“Hold on, you’re not taking us anywhere.” Duchess straightened herself out, holding her head high the way she often saw Celestia do when dealing with nobles. “You are talking to Princess Celestia’s personal student. I am here on a mission for Princess Celestia herself. So if you know where Moon Dancer is you’d better hand her over.”

Queen Twilight tilted her head, her violet slit eyes locked on Duchess.

“D-did you hear me?” Duchess said.

Queen Twilight stepped off her throne, stepping with a strength and grace that Duchess wouldn’t have attributed to such mangled legs. Queen Twilight towered over Duchess and her friends. Then in a flash of green flame the Queen was gone.

Duchess stared at her own reflection. “What?!”

“What?” Her reflection gasped back.

“Changelings! Of course.” Phalanx said. “They covered them in the royal guard classes. They’re shapeshifters that steal your form and trick your loved ones to harvest their love for you.” He turned to face the other Duchess. “But your kind was supposed to have disappeared from Equestria millennium ago?”

The fake Duchess groaned, rolling her eyes towards the ceiling. “You ponies never do your research properly. You have records of chasing us out to the badlands, but you never bothered to check if we were still there. But that doesn’t matter now.” She climbed back up to her throne. Everything, from her expressions to the way she moved rubbed against Duchess. It was wrong. The victorious smile too flat, each step too plodding. “Now we have Princess Celestia’s student. With someone so close to the princess it’ll be easy to find out Celestia’s weaknesses. An easy step before we can replace Celestia herself.” The fake Duchess levitated a clipboard to herself. “The love the ponies shower her with should be enough to solve the hive’s food shortage for good. With that done, we’ll close the library to the public and have access to enough knowledge to conquer any threat.”

“You can’t pretend to be me!” Duchess stomped her hoof. “You act nothing like me. Celestia will see through you in an instant!”

Green flames burned away the fake Duchess, leaving Queen Twilight’s black gangly form. “You overestimate how much ponies notice. But you are right, a certain level of caution is called for. We are dealing with an Alicorn.” She turned to Cerci. “Have them kept in the observation cells. Don’t release any changeling using their disguises until you can use them to fool each other.”

“Yes my Queen.” Cerci clapped his hooves.

Changelings swarmed down from the walls. Phalanx’s hoof reached out and grabbed her. Crystal Hoof squeaked as his brother’s other hoof wrapped around his shoulders. “Stay together.”

Hooves and teeth raked at her mane and tail. Phalanx’s hoof slowly begun to slip. Duchess wrapped her hoof around his as tight as she could.

Her body was lifted up by the crowd. Phalanx’s eyes met hers.

He closed them

“Don’t you dare-”

The hoof slipped out of her grasp. Phalanx wrapped both hooves tight around his brother as she was carried into the darkness.

The changelings dragged her through dark tunnel after dark tunnel. When they finally reached light again, Duchess wished she was back in the dark. Rows of tubes filled the room in rows, hanging from the ceiling. Each tube glowed with soft green light. And inside each tube was a drugged up pony. Shop keepers, guards, maids, foals. Terror sank deeper into Duchess as spotted a familiar yellow mare.

“Lemon Hearts!” Duchess strained out of the changelings’ grasp. Her hooves hit the hard glassy surface of the pod. “Lemon Hearts can you hear me?”

Lemon Hearts eyes blinked slowly awake, her pupils unfocused.

“She can’t hear you.” One of the changelings said. “And you won’t be able to wake her up.”

“You won’t get away with this.” Duchess said. “You really think you can take over Equestria? Princess Celestia has defeated far worse threats then you. What’s even with this plan? You’re going to take everyponies place and stick them in these? What’s the point?”

“Love.” The changeling answered.

“Stop chatting and get her to the cell.” Another of the changelings spoke up. “You want Queen Twilight to find out?”

“She’ll come easier if she knows.” The first changeling said with a buzz of her wings. She landed next to Duchess. “We need love. It’s our food, our magic, our very essence. But we can’t make it ourselves. We have to harvest it. And ponies are the best source.”

“And you think I care?” Duchess snapped. “’Look at me! I’m a sad disgusting bug who needs to pretend to be someone else so ponies will love me’. You don’t have any right to do any of this. And when Princess Celestia finds out we’ll absolutely crush you.”

“Are you going to pretend you don’t know what’s it’s like to take love?” The changeling buzzed her wings angrily. “I was sent to harvest from you, ‘Duchy’. You shower in everyone’s love for you, but you barely pass along anything to your friends.”

Duchess took a step back. “What? I love my friends! My real friends.”

“Oh? Who are your real friends then? Because I know for a fact the ponies you hang out with aren’t them. You give the bare minimum of what could be considered ‘love’.” The changeling said. “I’m glad we finally caught you. You barely give enough love to feed a single changeling. But if we take your place we’ll have enough love to feed the hatchlings.”

“I…” I’m not a good friend? This isn’t fair! It’s not like I can control something so ethereal as how much I love someone!

The changelings whisked her away and pushed her into a hole in the black walls. The hole sealed itself behind her. The cell was the size of the bedroom back at the orphanage. Except instead of hopeless fillies crammed in broken bunk beds, the cell was devoid of all except one other occupant.

“Moon Dancer?”

Moon Dancer looked her up and down. Moon Dancer’s red and purple mane was even rattier than usual and tear stains streaked her dirt smudged face. But despite that she managed to fix Duchess with her usual flat glare. “Ugh.” Moon Dancer snorted. “I hope you’re a changeling. If they’re going to stick me in a cell with Duchess I’d rather be stuck in a pod.”

Duchess felt the tears building again. “Does everyone really hate me that much?”

“Now I know you’re not Duchess.” Moon Dancer said turning to sit facing the wall. “You got her self absorbedness down, but she’s never sorry for anything. There, I helped. Can you give me a book to read at least?”

“I am Duchess.” Duchess sniffled.

Moon Dancer didn’t respond.

Duchess trotted over to the wall where she entered, pushing against the stone with her hooves. There must be a way out. I just need to get out. Get back to Princess Celestia. I’ll find Crystal Hoof and Phalanx and drag Moon Dancer with if I have too. Duchess fired up her horn.

“Wait, don’t!”

Duchess shot. The spell hit the wall and bounced back at her. She ducked just in time. It hit the wall behind her and bounced around the cell while she cowered on the floor. Finally the spell fizzled on the dirt next to her.

“You idiot!” Moon Dancer said. The yellow unicorn was shaking. “Fine! You’re not a changeling. A changeling would be smarter!”

“Smarter!” Duchess sprang to her hooves. “You got captured first. The only reason I got caught is because I was looking for you.”

“It’s your fault for not leaving me alone. You and your friends should have found someone else to bother.”

Duchess tossed her mane before stepping up to Moon Dancer. “I didn’t come to bother you. I came to apologize.”

“Oh really?” Moon Dancer said flatly. “And who told you that you had to?”

“No one…ugh. Celestia did.”

“Well apology not accepted. Now leave me alone!”

“Fine! I’d love to. I was going to invite you to sit with us at lunch but clearly you’d rather be alone and miserable.”

“You and your friends are the only things making me miserable.”

“Then you must have been just fine before I was thrown in here.”

“Yes!” Moon Dancer shouted. Then she sat down on the floor. “No. I want to go home.”

Duchess sat down as well. The coldness of the stone seeped in through her coat. “I want to go back home too. I want to be back with my friends. My real friends.”

“They got your friends?”

Duchess nodded. “Lemon Hearts.” She paused. “No, not just Lemon Hearts. They’ve replaced Minuette too.”

“How do you know?”

“Minuette was late to class last week. Minuette is never late.” Duchess tapped her hoof on the stone. “She’s been replaced longer then Lemon Hearts. I think. Lemon Hearts had to have been replaced by Tuesday at least. Lemon Hearts never would have called Mrs. Harsh an old nag, even if she is one.”

“You can just tell? Just like that?” Moon Dancer looked impressed.

“Of course.” Duchess said, puffing out her chest. “I could even tell when they replaced you.”

“That still doesn’t help us.” Moon Dancer said.

Duchess felt her pride deflate. “No. I guess not.” She tucked her hooves underneath her to bring some relief from the cold floor. “How long have you been down here?”

“You took the books out of my bag and replaced them.”

“Oh.” Duchess said awkwardly. “So since yesterday?”

Moon Dancer didn’t reply.

“Your books are in your cubby behind your lunch.” Duchess said.

“How thoughtful of you.” Moon Dancer said sarcastically.

“Well it’s not like we were going to take them forever.”

“You might as well have. I went to the library trying to find them and now we’re stuck down here forever.”

The wall opened up beside them. Duchess jumped to her feet. She was a hoof’s reach away when two ponies were thrown inside, knocking her to the ground. Duchess scrambled to push them off but the hole had already closed.
Phalanx and Crystal Hoof climbed to their hooves.

Phalanx looked her up and down. “Where did we first meet?”

“You should know I’m not going to talk about that.” Duchess said. “Especially not in front of Moon Dancer.”

“That’s why I’m asking.” Phalanx said. “Because I know there’s no way you would have told the changelings that.”

“You’re right. And there’s no way I’d tell changelings pretending to be my friends.”

“Hey, we’re not changelings.” Crystal Hoof said.

Duchess walked over to the corner. Exactly what a changeling would say. Why is it so easy to distrust my friends? Do I really not love anypony?

“Duchess?” Crystal Hoof said. “Hey, why don’t you ask us a question? Something only we know?”

“And how do you know I’m not a changeling.”

“I don’t. But one of us has to trust each other.” Crystal Hoof said sitting down beside her. “Chryssi?”

Duchess sniffled. “Am I bad friend?”

“For not immediately trusting us not to be changelings?” Phalanx asked. “That’s just common sense.”

“No, for…” Duchess swallowed. “The changelings took Lemon Hearts. They… they said I don’t love my friends.”

“You’re getting upset about the enemy telling you you’re not loving their fake enough?” Phalanx snorted. “Maybe you aren’t Duchess.”

“I am!” Duchess climbed to her hooves. “You think I don’t care for anypony? That all I care about is myself? I care! I want my friends to be happy. I just don’t want them to leave me. I don’t want to be alone. Not again.” Duchess sunk her head. I didn’t mean to say that.

“Again?” Moon Dancer asked.

Phalanx met her eyes. Without saying it, she knew for sure he wasn’t a changeling. He knew.

“We first met in the abandoned park.” Duchess whispered. “After you and Crystal Hoof ran away from your orphanage. After my parents a-abandoned me.” Duchess wiped at the tears. “I’m a horrible pony. E-even then I just thought I was going to make sure you two didn’t l-leave me. I wasn’t thinking of you at all.”

Crystal Hoof threw his hooves around her. “We all need our friends. It’s okay to be scared.”

“Besides we aren’t going to leave you.” Phalanx said laying down on our other side. “You’re stuck with us.”

“We’re all stuck.” Moon Dancer said flatly.

Duchess bit back the anger rising in her. “Moon Dancer? What have you learned about the changelings so far. You’ve been here the longest.”

“They eat love.” Crystal Hoof said. “That’s what they’re draining out of the ponies they’ve captured.”

“Already know that.” Duchess said. “And they’ve replaced Lemon Hearts and Minuette, along with countless other ponies.”

“They got them?” Phalanx asked. “Wonder how long they’ve been replaced. They could have found out all sorts of things.”

“Recently.” Duchess said.

“They have someone in the cafeteria.” Moon Dancer said. “Because they keep bringing leftover sloppy carrots and stale hayfries. They are able to open the wall somehow. And they can change shape. That’s all I know.”

“Can we talk to them? Maybe we can convince them to let us go.” Crystal Hoof said.

“Why would they?” Phalanx rolled his eyes. “Their Queen ordered them to keep us.”

“Ah yes, and no one ever disobeys their rulers.” Duchess added. “It’s not like the nobles aren’t always trying to undermine Celestia.”

“Oh. There was that.” Moon Dancer said her tone still flat. “One of them started complaining about their Queen.”

“We would still need to find that one changeling.” Phalanx said.

“It’s more than one.” Duchess said standing to pace. “Lemon Hearts has been making a lot of jokes about her name being stamped on her butt. They weren’t really funny. But Minuette thought they were hilarious. It’s not just a stupid joke. It was an inside joke between changelings.”

“Still doesn’t help.” Phalanx said.

“They’d probably still help us.”

“They were pretending to be your friends, Duchess.”

“There’s only so much you can pretend to be someone else. Your real self will always leak through. And I think they’d be willing to help. It’s funny. I actually like them more now that I know they aren’t Minuette and Lemon Hearts.”

“You almost sound like you like them more than the real Lemon Hearts and Minuette.” Moon Dancer said.

“I like them all. I thought Minuette and Lemon Hearts were acting weird. But if I see them as different people, then I don’t really mind. They’re all my friends.” Duchess said. “And I don’t let my friends go over stupid things like pretending to be someone they’re not.”

The wall opened. A small changeling slipped in. Phalanx was on his hooves in an instant. The changeling dipped their head. “Do you really mean that Duchy?”

Duchess stepped past Phalanx.

The changeling buzzed her wings. “I’m Elytra. I took the place of your friend Minuette.”

“You’ve been listening in this whole time.” Phalanx narrowed his eyes.

“We were told to observe you.” Elytra said. “Of course we were listening. But you were lucky it was us.”

“You and Lemon Hearts replacement?”

Elytra shook her head. “Ostium is covering for me. You were right about some of us not being happy about Queen Twilight. Even with her new ideas for harvesting we’re still starving. She only allows us the bare amount of love to eat while stockpiling extra love for her favored soldiers. She doesn’t even know our names!” Elytra lifted her wings, showing the numbers burned into her flank. “She read some book and decided to give us numbers instead! The young changelings don’t even remember having names. They think its normal to be called a random string of ponish letters.” Elytra banged her hoof against the ground. “That’s why we made a resistance group. It’s not like the Queen will know. She doesn’t watch any of us close enough. Cerci pays attention, but Twilight’s kept him far too busy.”

“And you want something from us I assume? Or do you just like hearing yourself talk?” Phalanx said.

Duchess put a hoof to his muzzle. “What he’s trying to say is: how can we help?”

“Right.” Elytra glanced around the cell. “We need two things. We want Princess Celestia’s help. Queen Twilight is stronger than any individual changeling. And most of her guards are still loyal to her. But she’s far weaker than Princess Celestia. The second thing we need is a distraction. We need Queen Twilight to think you broke out on your own. And to stop her from chasing the messengers to Celestia…”

“You want someone to confront her directly.” Phalanx said.

“Or at least run around and keep her attention.” Elytra said.

“I’ll do it. Duchess, you make sure my brother gets out safe.”

Duchess shook her head. “No. I’m going to do it.”

“Duchess-”

“Elytra, who is Queen Twilight more likely to notice missing? Me or the others.”

“You.” Elytra said. “Because you’re part of her plan to defeat Princess Celestia.”

Duchess stood. “That’s settled then. You three go and convince Princess Celestia to send help.”

Duchess galloped down the hall of tubed ponies. Hooves ground against stone as she stopped suddenly. She fired a beam of magic at the thin weak spot at the top of the pod. The smell of scorched goo was horrifically strong even just breathing through her mouth. The pod cracked, viscous green fluid pouring out as the pony inside woke in a coughing sputtering fit.

The thundering of her pursuers hooves left her no time to help the bewildered pony. She squeezed through the gap between the pod and its neighbors. She chose a couple of guards to release before moving onto the next lane.

Angry chittering echoed against the walls. “Stop her!”

“Put that one back in his extraction chamber!”

“Another one?”

Duchess leapt through another row and found herself face to face with a wall. To her sides changelings were pouring out of holes in the crystal. I hope that was enough time. Duchess braced herself, her horn glowing with a simple flash spell.

The changelings stumbled blindly back. Duchess grabbed the chance, diving back through the pods. Only to find herself again surrounded by hissing changelings. A step back and her haunches hit the warm hard side of the pod behind her.
The changelings in front of her opened their mouths and Duchess felt magic drain from her.
Confidence faded. The cold feeling of abandonment and loneliness setting in.
No one loves you. A voice in the back of her head seemed to say. They’ll all leave you eventually. No one will bother coming down here for you.

Duchess closed her eyes. My friends love me. Just hold on. They’ll come. Eventually.

Darkness swam at the edge of her vision. The cold of the stone floor beneath her soaked through her coat from outside, a match to the empty coldness within. Queen Twilight stared down at her, eyes livid with rage.
That was the last thing Duchess saw as the cold darkness took her.

Duchess woke to white walls and green curtains. She was dry. And her surroundings were not tinted green. She figured that had to be a good sign. The chill inside of her had faded to a lukewarm ache.

“You’re finally awake, my student.” Celestia’s soft voice floated across the room. Duchess rubbed her eyes. Celestia was standing beside her bed.

“Princess Celestia. Where are the others? Where is Crystal Hoof and Phalanx? And the ponies from the caves? And the changelings?”

“They are safe. Phalanx is recovering. As are the ponies that were taken captive. They were disoriented at first, but most of them were back to their old selves in hours. The changelings have retreated back out of the caves. The guard has been sent after them to see if we can make peace.”

“What about Moon Dancer?”

Princess Celestia smiled. “She is fine. She sprained her hoof escaping and is recovering.”

Duchess shuffled her hooves underneath her. “Can I talk to her?”

“Of course.” Princess Celestia called over one of the nurses.

Duchess was guided gently down the hall and into a small room. Even the short walk left her winded and exhausted.
Moon Dancer lay on her belly on the bed. An iv flowing into her bandaged right hoof. With her left hoof she clumsily turned the page of the book.

“Hi Moon Dancer.”

“What do you want?”

Would you like to sit with us at lunch?” Duchess blew her mane out of her eyes before adding, “You can bring a book with you or whatever. You don’t have to talk, you can just 'hang'.”

“I’ll think about it.” Moon Dancer only briefly glanced up from her book, a heavy tome on magic. Duchess stepped back into the hall, leaving Moon Dancer to read her book in peace.

Author's Note

Comments welcome!