To Spread Kindness

by Billiamiscool

Rating: teen
Tags: Violence, Twilight Sparkle, Main 6, My Little Pony: Friendship is Magic, Dark, Thriller, Changelings, Fluttershy, Horror
Length: 6920

Twilight comes back from a long trip to find the residents of Ponyville working together better then ever before.

After almost a month on the road from a long and difficult friendship problem, Twilight can't wait to get home, relax, and spend some time with her friends. She is surprised to find that while away Ponyville seems to have become happier, and everypony seems kinder than ever! But an investigation into that can wait, first, she's got a party with her friends.

Unedited because editing is for nerds, amirite gamers?

Published 2021-03-18 19:20:01 UTC
Last updated 2021-03-18 19:20:01 UTC

Chapter 1

The soft crunching of leaves under hoof was heard as the three tired mares lumbered their way back into Ponyville.

The blue one with a silver mane flipped her hair back dramatically. “Well, that is the last time the Great and Powerful Trixie shall ever go on one of these, ‘map quests’!” She exclaims, pausing her trot briefly to make quotation gestures with her forehooves.

Starlight Glimmer sighed, “I hate to agree with her, Twilight, but that was hard.” She took this moment’s pause to fall onto her rump, legs aching.

The purple alicorn turned her head to look at her companions. “Oh come on girls, it wasn’t that bad.”

Starlight arched an eyebrow, before gesturing to her back legs.

Twilight Sparkle followed her movements, confused, before looking at her own legs, her right rear tightly wrapped in a bandage. Twilight blushed before offering a sheepish smile. “Alright, it didn’t go super smoothly, but it still went pretty well.”

Both Starlight and Trixie crossed their forelegs simultaneously.

Twilight stomped her hoof in frustration. “Alright, it went terribly! But we solved a friendship problem, those unicorns are united under the study of magic! Doesn’t it feel good to know that you’ve helped other ponies?” She asked, hopefully.

Trixie harrumphed. “Well, be that as it may, this unicorn can’t wait to detach her trailer at Ponyville and rest!” She said, shifting uncomfortably under the harness of her caravan.

Starlight nodded along with Trixie, “yeah, and I can’t wait to go and relax at the spa. After a trip like that, I think I’m beginning to forget what relaxing even is.”

Twilight frowned at her companions. “You’re complaining like its been years, it was barely even a month!”

Both Trixie and Starlight flopped to the ground, groaning.

Twilight relented, “alright, I guess it was a while on the road. And I do miss the girls…” She trailed off, before looking to the town in the distance. “Well,” she exclaimed, clapping her hooves together, “we’ll never get home sitting here, let’s go!”

Starlight and Trixie groaned and mumbled in frustration, but reluctantly agreed with Twilight, slowly getting up and continuing their trip back home.

The girls quietly continued their slow walk, all of them excited to get to their destination, but too tired to go at anything more than a slow trot.

As they finally trotted into town, they each cracked a small smile to be home. They looked around, noticing all the ponies of town happily going about their business. The ponies waved to the mares enthusiastically, big smiles on their faces. Twilight happily waved back. Starlight, ever the cynic, frowned at the sight.

She looked around to see ponies working together in perfect harmony, working together to finally fix Time Turner’s leaky roof, help the flower girls plant and garden, play and walking all each other’s pets, and much more.

Starlight couldn’t help but be put off by the sight. “What happened while we were away? Since when was Ponyville so joyus?” She paused for a second, “and cooperative?”

Twilight laughed softly at Starlight’s comment, “oh Starlight, you don’t think there’s anything wrong with ponies helping each other, do you?” She questioned, absentmindedly scratching her bandaged leg.

Starlight shook her head, “no! Of course not. But you have to admit, all these ponies suddenly-”

She was cut off by Trixie suddenly standing on her back hooves and explaining, “The Great and Powerful Trixie could care less about what these ponies are doing! She simply wants to park her caravan and rest!”

“Couldn’t care less, you mean,” Starlight mumbled, just loud enough for Trixie to hear.

Trixie’s eyes narrowed, before she looked angrily at Starlight, “don’t correct me, you know how much Trixie hates being corrected!”

Just as Starlight opened her mouth to retort, they were interrupted. “Girls! You’re back!” The three of them turned their heads to see Lyra and Bon Bon walking towards them. Strangely, they appeared to be walking Applejack’s dog, Winona. The usually excited and energetic cattle dog looked strangely lethargic, almost… scared, in the presence of the two ponies walking her.

“How was your trip to Vanhoover? Solve the friendship problem?” Asked Bon Bon enthusiastically.

“Umm… y-yeah?” Stammered Starlight. She was thrown off by the couple’s attitude. It’s not that she disliked them, but they’d never really been friends.

Before she had a chance to think much of it, Lyra came and wrapped a hoof around Twilight. “Hey Twilight, why don’t you head back to the castle? I heard that your friends are throwing a party just for you to celebrate your return!”

Twilight’s face lit up with a smile. “Really, that’s so sweet of them! I better hurry over!”

Winona started crying. Twilight looked down at the dog, it stared at her with watery eyes, pleading for her to do something, but what she didn’t know.

Bon Bon quickly stepped between Twilight and Winona, causing the Princess to jump back slightly. The cream earth pony ignored Twilight and smiled at Starlight and Trixie. “Why don’t you two go and park the trailer?”

Trixie, either ignoring or not understanding the strangeness of the situation, smiled at Bon Bon. “Finally! A plan that Trixie is pleased with!” She started to walk off, trailer following behind. “Come on Starlight, let’s go!”

Starlight looked to Twilight, “well, alright then I guess, I’ll see you later, Twilight.” Starlight gave Lyra and Bon Bon an analysing look, before following Trixie.

The couple waved in perfect synchronicity at the departing unicorns, before turning in unison to Twilight. “Well,” said Lyra, a smile on her face, “we best not keep you from the party! Enjoy it, Twilight!”

Before Twilight could reply, the couple walked off, dragging the whining dog behind them. Twilight looked at them confused, but figured that she didn’t really know the two of them enough to figure if that behavior truly was odd or not.

Twilight shook her head at the thought, before starting to make her way to her castle. She figured she could worry about the strange couple later.

As Twilight walked through town she saw more of what she’d seen earlier. Ponies working together better than before, talking, playing, and caring for all the animals about town. Twilight smiled at the wholesome sights around town, decided that she really should find out what had happened, and why everyone suddenly seemed so friendly! But as it wasn’t a bad problem to have, and she was exhausted from her long trip, she decided that it could too, wait until later.

As she walked through the centre of town, the market, she continued to enjoy the unity that seemed to have come to town. People were happily trading, none of the usual bartering or arguing that usually filled the market.

Her ears twitched as she heard a soft yet panicked squeak. She turned her head towards the sound, and for the briefed moments, she swore she saw Angle Bunny trapped in a cage, desperate for her attention. But no sooner than the sight entered her vision, then a group of ponies walked obliviously in front of her.

She stepped back a bit in surprise, after the group of ponies finished passing, she looked to where she thought she’d seen the bunny, only to see nothing but some barrels and boxes. She shook her head. Must’ve been my imagination, she concluded, I must be more tired than I thought!

Her legs felt heavy, and each step added to further irritated the blisters on her hooves. Her eyes were dropping and brain sluggish after weeks of on foot travel. She looked once more at the place where she thought she'd seen the bunny, before nodding to herself and continuing towards the castle. She just must’ve been tired, she confirmed to herself.

She couldn’t help but smile at the thought of her friends waiting for her at the castle, she just hoped they’d understand if she insisted they kept the party quiet and relaxing, maybe even having a game of ‘who can nap the most peacefully’. She laughed quietly at her own joke, as she walked down the hill her castle lay at the base of.

She looked to the right to see that her school seemed to be in one piece despite neither herself nor Starlight being present. Though today being the weekend, the school was closed and devoid of students. She figured that those who lived in the colleges must be out and about in the nice weather.

Twilight opened the grand doors to her castle, the foyer was dark and quiet. She stepped in and closed the doors behind her, the doors shutting creating a loud boom.

Twilight smiled before making her way towards the map room, assuming that her friends were trying to set up a surprise party. She slowly made her way towards the middle of her home.

Her magic enveloped the door to the map room, slowly pushing it open, inside was nothing but blackness. Twilight smirked, her assumption looking all the more likely. She entered the room, closing the door behind her. She waited for the inevitable “surprise!” To come.

She stood for a few seconds, before her smirk started to fall from her face, morphing into a frown. Maybe it wasn’t a surprise party? Maybe there wasn’t a party? Maybe Lyra had just been pulling her leg-

“SURPRISE!” A chorus of voices shouted, the lights suddenly flickering on, accompanied by the firing of party canons.

Twilight yelped and jumped into the air, before landing on her bad leg, a pained groan following her fall to the ground.

Her friends were quickly by her side, looking concerned. Fluttershy landed in front of Twilight. “Ohh, I knew this super surprise party was a bad idea...” She mumbled while looking at Twilight’s injured leg.

Pinkie giggled sheepishly, scratching the back of her neck. “Sorry Fluttershy, I just thought it’d be a little fun…”

Twilight smiled to the party pony, “don’t worry Pinkie, you couldn’t have known.”

Rarity sat next to Fluttershy, looking at Twilight's leg. “Quite right darling, but to tell, what have you done to your leg?”

Twilight waved the comment off, “oh, nothing bad, on the road I tripped and got a cut, nothing too serious.”

Rainbow Dash hovered over the top of the scene, forelegs crossed over her chest. “Yeah right, look at the size of that bandage! You really banged yourself up!”

Applejack was fluffing up a pillow near the map, where various party foods and drinks had been laid out. “‘Ere sugarcube, y’all just come end rest yer hooves over ‘ere.”

Fluttershy helped Twilight up and led her to the cushion. Twilight looked to her friends, beaming at the concern they were all showing her. Twilight plopped her plot onto the soft pillow, sighing in satisfaction as she did so.

Pinkie bounced over, a cup of green punch balancing on her snoot. She carefully set it in front of Twilight. “Here Twilight, drink some of my new punch! It’ll make you feel heaps better!”

Twilight smiled and took the cup in her magic, leading it to her muzzle. She cringed when she noticed the consistency, it was extremely viscous, more like a jelly than a punch. She saw Pinkie, and the rest of her friends for that matter, looking at her expectantly, not wanting to be rude, she tipped the cup slowly into her mouth, taking a little sip.

To her immense surprise, the drink was delicious. It had a sweet, organic flavour, with a hint of sour, like a sort of exotic fruit. She quickly found herself chugging the whole thing down. As she drank it, a warmness filled her body. Realising what she’d done, she put the cub down with an embarrassed smile. “Sorry girls, I guess I was more thirsty than I thought.”

Rainbow Dash laughed with a snort, slapping Twilight on the back. “Don’t worry about it egghead, we were all like that when we first tried it!”

Twilight laughed with Dash, the warmth filling her, she looked to her friends and smiled wide. “You know girls, I don’t say this enough, but I really love all of you, you’re incredibly special to me.” She felt compelled to tell her friends how she cared for them.

They all smiled in return, taking a deep, refreshing breath. Twilight felt a little perplexed, before Pinkie latched into her side in a big hug. “Aww! We love you too, Twilight!”

Twilight returned the hug, happy to hold one of her dear friends.

Pinkie took another deep breath, “hmmm…” she moaned.

Twilight suddenly felt extremely dizzy, her eyes rolling as she struggled to stay seated upright. Her tiredness seemed to become exacerbated.

Fluttershy was suddenly in her face, offering another cup of the punch. “Here Twilight, this’ll make you feel better.”

Twilight felt too sick to argue, and quickly drank the goo down. It quickly helped her dizziness, replacing it with that nice warm feeling, but she still felt more tired than ever. “Thanks for that,” Twilight smiled at Fluttershy, before turning to the pink pony still hugging her. “Hey Pinkie, where did you get the recipe for this stuff?”

Pinkie let go of the hug, looking at Twilight a little confused, before a look of understanding bloomed on her face, she giggled behind a hoof. “Well Twilight, it was actually Fluttershy who taught it to me!”

Twilight looked to the yellow pegasus, “you have a secret punch recipe? Any other secrets I should know about you?”

Rainbow interjected, laughing, “Oh Twilight, you don’t know the half of it!”

Fluttershy shot Rainbow a harsh look, Rainbow looked very shaken at it, before sinking to the ground, “oh, umm, yeah, sorry.” She stammered.

“Oh, well, it’s not really punch,” Fluttershy said quickly, before Twilight had a chance to process the scene that just happened, “I just thought it’d be perfect for this party.”

Twilight wanted to be confused at the scene, but she just felt too tired to really care all to much, she could figure out what happened between Fluttershy and Rainbow Dash later, preferably after a nice rest.

Twilight sighed, before resting her head on the table.

Applejack rested her leg on Twilight's back, “y’all alright there, Twi?”

Twilight rolled her head to the side to look at the farm pony, “yeah, just really tired I guess.”

Applejack nodded in understanding, before offering Twilight another cup of the not punch. “‘Ere, this oughta help.”

Twilight didn’t really want a third cup in so little time, but it was delicious, and it did make her feel so warm…

Twilight was helped back to the seating position by Applejack, before the orange furred pony brought the cup to Twilight’s lips, feeding the goo to her.

Twilight drank it slower than the other cups, feeling already quite full, but it was so tasty, so warm…

When she finished the cup, Applejack carefully put the cup back onto the table.

The alicorn looked to her friends, a smile on her face as she saw the kindness in all their eyes, the care they had for her. “Thanks for this girls, sorry I’m so lethargic, not really much of a party.” She laughed quietly, “but I’m still enjoying myself.”

Rarity smiled, “Oh don’t mention it darling-”

“-we’re just helping spread kindness.” Finished Pinkie.

Twilight sat up a bit, looking confused, hadn’t it been Rarity who was talking? She shook her head, trying to get her bearings. But she was so tired, so warm, it was hard to concentrate.

“Y’all alright-”

“-sugarcube?” Asked Applejack. Or was it Rainbow Dash?

Twilight looked around, confused.

“Here.” Somepony offered her another cup of the drink, she was too confused, too tired, too warm to refuse, and drank it as it was tipped into her mouth.

Rainbow, Rarity? Started to massage her legs, getting the tension out of them. Applejack, maybe Pinkie? Started to brush her mane.

Twilight felt tired, warm, but she wasn’t relaxed, she felt like something was wrong, very wrong. “Wha… what are you doing…?” She managed to breath out. Struggling against the feeling of her own body.

In front of her face, she saw a large, black inverted face. A being was towering over her, looking bending over her to look into her eyes. Twilight saw the sharp, slitted eyes of a predator looking deep into her soul, the teal eyes were terrifying, but in them was a warmth, and a gentleness.

“Spreading kindness…” The being said, before retreating to Twilight’s back, it leaned over, and bit into the back of Twilight’s neck.

The Princess was suddenly shocked aware by the burning pain that began to shoot through her veins. She was smart enough to know that whatever was behind her, was injecting her with a venom. Using what will power the pain was allowing her, she charged her horn, and teleported to the doorway.

It took all of her power to try to fight through the warm feeling of the drink, and the tiredness from her trip, but using the pain as an anchor, she just about managed it. She looked up, fighting the blurriness in her eyes.

She focused on where her friends were, and saw four creatures. They were pony shaped, but had hard, black chinten instead of fur, fins instead of mains, large, featureless teal eyes, holes through their limbs and sharp fangs, dripping a green goo. “C-changelings..?” She managed to croak out.

“Oh Twilight, you weren’t supposed to fight like this.” Twilight heard a soft, but firm voice.

She didn’t know how, but she’d managed to miss the fifth one. This changeling was more than twice all tall as she was, rivalling Celestia in height. This changeling had a long, pink mane, a crown upon its head, and a regal presence.

“Chrys- Chrysalis…” Twilight groaned angrily. Even in her weakened state, she could still feel anger towards the changeling queen.

“Oh, no no no!” Insisted the Queen, it leaned over to look Twilight right in the face, it’s slitted teal eyes once more starting into Twilight. “Don’t you recognise me…?”

Twilight couldn’t help but look into those eyes, despite the fear they installed into her. They say eyes are the gateway to the soul, but in these eyes Twilight didn’t see the anger, the power, the lust and madness of the eyes of Chrysalis, instead she saw a softness, and kindness of a creature with a deep heart. Twilight recognised those eyes, but didn’t want to believe it, she looked to the creature’s soft, pink mane, and knew who she was looking at.

“Fluttershy…?” She asked quietly. The burning pain was spreading from her neck, and running down her back, and slowly running up to her head.

The queen changeling smiled to Twilight, “Hello Twilight, sorry if we scared you.”

Twilight shivered, the unnatural warmth the drink was providing did nothing for the pain and confusion she felt. “W-we?” She asked.

“Well yeah, did you forget about us?” A brash, course voice said from behind the queen, one of the changelings moved forward.

“Rainbow…?” Despite the creature’s lack of physical differences from its brethren, she knew that voice, knew that cocky smile, that cross legs, hovering stance.

“Yes darling, sorry about all the secrecy, but we needed to spread the kindness, and needed you calm for that.” Another changeling stepped from behind their queen. This one held itself gracefully, like it weight nothing at all.

“Rarity…? Girls…?” Twilight looked to the five changelings with confusion, through the fog over her mind, she realised that despite the four changelings looking all identical, she knew each of them. “How…?”

The queen smiled knowingly, before reaching to the back of her neck, Twilight followed the queen’s limb, confused. Before realising the queen was gesturing to where it had bitten her.

Twilight reached to the back of her neck, before feeling that around where she’d been bitten, instead of the soft fur covering warn skin, she felt cold, hard chitin. Twilight looked to the floor, seeing her fur that’d fallen from the infected site on her neck. She quickly realised that where the pain was spreading, her fur was coming off, being replaced by an exoskeleton.

The changelings smiled in unison, there was a smugness to their smiles, but also a warmth, like they’d just convinced a friend of something special. Or had begun to turn one to a changeling… Using the pain as a point to focus on. She began to allow herself to panic, using the adrenaline that started flowing through her veins to power through the tiredness and whatever that drink had been doing to her.

She started to hyperventilate as the panic started to take her body, but she used that strength to escape the mental trap the changelings had been settling her into.

“Sp-Spike! Help!” She screamed, before running off into the hallway. “SPIKE! HELP!” She screamed as she started to pick up speed.

“Quickly, stop her! She must be shown our kindness!” She heard the Fluttershy changeling command.

“On it, my queen!” The Rainbow Dash changeling said, before she heard the buzzing of wings beginning to give chase.

Twilight knew that, changeling or not, she wouldn’t be able to outrun Rainbow Dash. Especially with the pain spreading down her back and bad leg. But, she could outsmart her.

Twilight knew this castle like the back of her hoof, and quickly turned to run down a hallway. Than dashing into a doorway, flying out into another hall, running further into the maze that served as her home.

Every time she heard the buzzing of insectoid wings getting closer, she took another seemingly random set of turns and entered a confusing amount of doors, again losing her pursuer. But there was one force she’d forgotten to take into account.

“Heya!” Screamed the Pinkie changeling as Twilight opened another door. Twilight shrieked before slamming the door onto the emotional vampire’s face.

Before the changeling had a chance to start chasing, Twilight used what little magic reserves she could access in her state and teleported elsewhere to her castle.

She was puffing hard. The running and teleporting taking a big toll on her body. As she sat still she started to notice the main and fogginess returning. She realised that it she was to survive this, she was going to have to keep this rapid pace up, at least until she managed to get to safety.

So instead of resting like she wanted to, she quickly got to her hooves, and ran to one of the room’s doors. Opening it revealed a pleased looking changeling, bouncing in place.

“Hey Twilight, found you!” It said, giggling. Twilight’s blood ran cold, Pinkie’s giggling was usually cute, but coming from this creature, in this context, it was terrifying.

Twilight again slammed the door on the creature’s face, before running out the room’s other door, before making her way down the hall. Like before, she attempted random and unpredictable movements and direction changes, in an attempt to throw her pursuers off.

She threw open another door, the changeling standing there, bouncing in place. “Wow Twilight, you're really bad at escaping us!” The aforementioned pony closed the door and held it shut with her body.

Twilight realised what she was doing wrong. She was trying out random Pinkie Pie. Changeling or not, that pony understood the power and thinking behind randomness, and strangely, how predictable randomness could be.

Twilight knew that no matter where she tried to run to, Pinkie would be right there, waiting for her, knowing where the ponies random movements would take her, even those Twilight herself didn’t know where she would end up.

Unable to hear the buzzing of wings, it was obvious she’d managed to evade Rainbow Dash, but as long as she kept her current escape style, she couldn’t help but run into Pinkie Pie.

So, she had to do something different, something predictable. And in her tired and addled state, that meant she could only think of one place. She went where, if she were looking for herself, she’d look first. She ran down two hallways, through three doors, and down another before exiting the castle out a side door, leading straight to the School of Friendship.

Three stories above her, a window popped open, a changeling sticking its torso out. “Ah ha!” It exclaimed, before looking around confused. “Hey, what gives?” It asked before looking down to Twilight. “HEY!” It screamed out, waving at Twilight, it then turned to look beyond Twilight, towards the front of her castle. “HEY QUEEN FLUTTERSHY! SHE’S OVER HERE!” It shouted at the top of its lungs.

Twilight turned to her left, to see the Queen and the Applejack and Rarity changelings, standing submissively by the large insect’s side.

In this moment’s pause Twilight noticed that the chitin had spread almost to her tail and was beginning to wrap around her barrel. Twilight was aware that time was running out, she didn’t want to know what would happen once the venom had spread throughout her entire body, but she didn’t want to find out.

The Queen looked down to the two changelings, without a word being said between them, the two drones began to charge the sickly pony.

Twilight began to run towards the school. No pony, and she means no pony knew the school like she did. She’d manage to evade Pinkie Pie and Rainbow Dash, now she just needed to escape Applejack and Rarity.

She undid the magical lock to the quiet and empty school as she ran towards it, and opened the door just enough for her to slip through, she magicked it closed and locked it tight behind herself.

She noticed how eerily empty and quiet the school’s foyer was. Even during the weekends there were plenty of creatures milling about, but today it was completely empty, dark and quiet.

She felt the door behind her shudder and shake as it was stricken by what appeared to be a siege worthy battering ram. Not a battering ram, she realised, Applejack. The whole foyer seemed to shake as the doors were struck by another heavy hit.

Twilight didn’t want to wait to see if Applejack was capable of smashing through the doors. Normally, Applejack, even with her amazing strength, would have no chance getting through the magical locks. But know that she was a changeling? Twilight simply didn’t know enough about them to take that gamble. So she started running again, and none to soon, as she heard the door indeed shatter behind her.

Not even magical locks can stop Applejack now… Twilight mused, quite scared by that realisation, she’d have to go back to being evasive, hoping that Pinkie was still trying to make her way out of the castle.

The school, unlike Twilight’s castle, wasn’t the result of a magical accident, and therefore didn’t have the same inane design philosophy, or lack thereof. But, that didn’t mean she didn’t know some tricks to get around quickly and quietly, of course, who would know more about a building than its own designer?

Twilight used this knowledge to plot out a course through the school, taking again what seemed to be random turns through unrelated halls and staircases. Even with her great knowhow, she wasn’t unflappable, especially in the state she was in.

She’d manage to find herself in one of the classrooms, and annoyingly, didn’t immediately recognise it. She penned that down to her current condition.

“Honestly darling, this is all getting a little ridiculous.” Stated a voice from the darkness of the room. Twilight’s blood ran cold as she realised she’d made her way into one of Rarity’s sowing classes.

The Rarity changeling stepped out of the darkness and into Twilight's view. “All this running about is most unbecoming.” It said, its horn glowing green as a purple scarf floated around the changeling’s neck, where it was tied into a rather fetching cravat.

Twilight gave out a tired, delirious chuckle, even as a changeling, Rarity still found a way to stylishly stand out. Twilight noticed that the changeling wasn’t charging at her or biting her head off. “Aren't you going to attack? You basically have me cornered.” Twilight growled, getting into an offensive stance.

The changeling scoffed, “Hardly!” The changeling almost looked offended. “Honestly Twilight, you expect me to attack like some sort of common drone? Or some larvae barely out of the egg?”

Twilight found it extremely off putting, the speech habits of Rarity, talking about larvae and drones. “So, how did you find me anyway?” Twilight spat, trying to sound more in control of the situation than she was.

The Rarity changeling looked guilty about something. “As wonderful as the Queen makes us, there are some things I wish were different...” It said, before magicking up what looked like a large tuft of hair from the hallway Twilight had entered from.

Twilight realised in a panic that it was hair, her hair. She looked to her plot to find that the chitin had spread beyond where her tail had once one, leaving behind a hard fin. Twilight looked to her legs and found that the chitin hadn’t been spreading evenly like she’s suspected, and her legs looked normal, but her bandage wasn’t fitting properly anymore. With a deep fear in her heart, she slowly peeled away the medical fabric to find that her leg had been replaced with the dark, hard, hole ridden leg of a changeling.

The other changeling in the room looked towards Twilight with sympathy in its large, glowing, featureless teal eyes. “Oh poor thing, a drone without a Queen, but soon you shall be whole, and all will be well.” It said.

Tears boarded Twilight’s eyes as the gravity of the situation began to truly hit her. The terror of it all able to grip her heart in this brief moment when she wasn’t running. Twilight swallowed down a sob, before looking towards the changeling. “Rarity, if that really is you, than… I’m sorry…” She whispered.

“Sorry? Whatever for?” The changeling asked, not noticing the desk before it connected with the back of its head.

Down the hallway, Twilight heard a pained yelp. It sounded like it came from Fluttershy, meaning only one thing, the queen was almost upon her.

Twilight’s magic let go of the desk, and she looked towards the now unconscious changeling. In some strange way, she hoped that it would be okay. Even if it was an oversized insectoid emotional vampire, it was still Rarity, kinda.

Twilight started to ran back down the hallway, the opposite way to where she heard the Queen’s cries. Twilight realised she was near the basement of the school. She knew that it had a large expansive cave system that led all the way to the Tree of Harmony. Twilight figure if she could get down there, she’s be able to give the Queen the run around before escaping and looking for help.

As Twilight started to descend the stairs to the school’s basement, a headache began to spread from the back of her head. She looked up the stairs to find parts of her main was being littered behind her. She gasped in fear as she knew that meant the venom had reached her head.

The further down the stairs she went, the worse her headache got. It felt like a force attempting to invade her mind, which she figured, was probably the case. The changeling venom trying to find it’s way into her brain.

She found herself in a barren hallway that led to a single door. She ran towards the door, her legs feeling lighter and stronger, she refused to look down at them, to acknowledge what'd happened to them. As she got closer and closer to the door, her head hurt more and more, the force trying harder and harder to penetrate her mind.

She ignored it and almost threw the door off its hinges, throwing herself in. She gasped as she looked around, her remaining pony instincts tell her that this was all very, very wrong.

She’d stumped upon the changeling’s hive.

She looked around what had once been barren caves to find the walls were being replaced with organic residues, black and greens taking over the rock and crystals. All around her changelings were slowly building up the walls, spitting out the building materials from their mouths, and using their fangs to shape the walls.

They turned to look at her. Twilight was shocked to realise that despite them all looking physically identical, she was able to spot differences between, she was able to find the small things that gave them individually. She also realised with fear that she recognised them all as various residents of Ponyville.

Twilight wanted to run out of the door and back the way she came, but, and she didn’t know how, she could feel her qu- the queen, the queen was currently descending the stairs towards her.

She realised that the only way was forwards, and to begin to run into the hive.

She noticed more and more changelings as she ran deeper in. More and more ex-ponies of Ponyville, burdened with the same curse as her friends. The changelings were working together in perfect harmony, working to build this insect nest. They had big smiles and joyous expressions. Twilight shivered as she remembered how she’d seen these exact scenes when she’d entered town earlier in the day.

As she ran past the changelings smiled knowingly at her, and waved. Twilight did her best to ignore the extremely unnerving sight. But as more and more changelings waved and smiled at her, the more her headache grew, the more the presence beat against the barriers of her mind.

Twilight found herself in a massive chamber, full of cocoons housing the various non pony creatures of Ponyville and the School of Friendship. Most of the cocoons had the creature fully submerged, floating upside down from the ceiling, most, but not all.

“Tw-TWILIGHT!” She heard a familiar voice call out. She whipped her head to find Spike hanging upside down, head exposed.

“Spike!” Replied Twilight, running towards the small drake. “Spike, oh my goodness, what is happening?” Cried Twilight.

Spike looked towards his oldest friend, and tried to hide his terrified gasp. “N-no, Twilight, not you too…”

Twilight tried to read his panicked expression, before seeing a horrible reflection in his eyes. She turned to a cocoon and looked upon her reflection upon its surface. She held back a sob as she watched the last of her mane fall out, leaving nothing left of Twilight Sparkle but her big, sad eyes.

Twilight let out a second terrified sob as she realised who was in the cocoon, sitting in a comatose state floated the young dragon Smolder. She looked to another to find the yak Yona, and then the hippogriff of Silverstream.

She looked around in horror as she noticed that almost all the cocoons surrounding her contained her students, but she couldn’t help but notice two absent.

She turned to Spike, fear and pain in her eyes as she held back the headache trying to take her mind. “Spike, where is Sandbar and Ocellus?”

Before the drake got a chance to answer, another voice spoke from behind the cocoons. “Right here, Headmistress Twilight.” The changeling formally pony Sandbar stepped out from behind the cocoons holding what Twilight thought were his friends.

“We’re fine Headmistress, but thanks for the concern,” another quieter voice said. Twilight gasped when Ocellus joined Sandbar, the previously reformed changeling looked like all the other drones she’d seem, black, featureless.

“Ocellus… How? Why?” Twilight started slow, but sped up as fear and confusion took her heart.

The changeling cocked its head, as if asked an obvious question. “The strongest Queen dominates the mind of the nearby drones, can’t you feel her?”

Tears fell from Twilight’s eyes as she concluded what that presence beating against her mind was, and realised she could sense the Queen. Twilight slowly turned from Spike and the other changelings to see Fluttershy standing quietly behind her.

Twilight took a step back, both her and Spike silent in fear, but Twilight’s confusion beat out her fear. “Wh-why…?” She croaked out.

Fluttershy looked down upon Twilight with a sad, but kind gaze. “I’m trying to spread kindness Twilight.” She began. “Soon after I received this gift, I realised that ponies were unhappy,” She explained, Sandbar and Ocellus nodding along, behind her Queen Twilight noticed the rest of her friends forming up alongside the Queen. Applejack and Pinkie helping support Rarity’s weight as she looked a little wobbly.

The Queen too noticed her drones forming up alongside her, smile down upon them, “and I realised that ponies were always going to be unhappy.” She turned back to the silent Twilight. “Ponies were never going to work together, or tell each other how they feel, they were never going to show each other kindness, and therefore they were never going to be happy.”

The Queen smiled as she noticed more and more featureless, glowing, teal eyes surrounding them. Twilight’s forelegs shot up and clutched her head as she fell to the ground, her headache ramping up to truly unbearable levels.

The Queen smiled upon the young drone knowingly. “But now, no changeling has to be unhappy. We always know how each other feels, we always know when our fellow changeling wants company and to be left alone. Now, I can spread kindness across the lands.” The Queen leaned right down in front of Twilight’s fanged muzzle. “So Twilight will you join us? Will you help spread this kindness?”

All the changelings in the room in unison looked to Twilight. “Join us.” They chanted, the sound magnified through the hundreds of voices.

The pain in Twilight’s head was truly excruciating, a thin, green blood began to drip from her ears and nose as she attempted to hold off the hive.

“Twilight! Twilight fight it, please!” She dimly heard a voice call out, but could barely hear it. In trying to identify the voice, she let her guard down the tiniest little bit.

The changeling screamed before its eyes shot open, starting deep into the teal, slitted eyes of her queen. Voices began to fill her head as she stared. A comforting warmth began to spread throughout her body as all she could focus on were those beautiful, dominating teal eyes. All her brothers and sisters welcomed her into the hive with a warmth and kindness she’d never even begun to imagine experiencing before.

Every changeling in Ponyville was welcoming her with a total love that she’s immediately become addicted to. The feeling of total belonging and the kindness that enveloped her mind, heart and soul was the most incredible feeling.

As she looked into her queen’s eyes, she understood who she was, she knew why she was here, and she understood her mission. She smiled as the headache disappeared completely, the presence had fully taken her, and she couldn’t understand why she’d ever tried to keep it out.

“Tw-Twilight…?” She heard Spike stammer behind her. She turned to look at him, he gasped and tears began to fall as he looked upon her featureless teal eyes. “N-no, Twilight, no…” He sobbed.

Twilight knew he was scared, but he didn’t have to be. “Don’t worry Spike, it was a kindness.” She smiled at him, before standing and walking behind her queen and her fellow drones out of the feeding chamber.

The quiet sobs of a lone dragon echoed off the wall as he realised that his one hope of escape was walking away.

Starlight sighed in barely contained frustration as she finally made her way through the castle to the map room, she heard the fun and laughter of a party, so she knew Twilight would be in there.

She opened the door dramatically with a large flourish, “you would not believe the afternoon I’ve had!” She cried as she strolled into the room. The five ponies in the room stopped talking and looked at her intently. Clearly, she’s interrupted some important party game. “Honestly, it was like everypony was trying to slow Trixie and I down! I only just managed to get back here!”

Starlight gasped as she noticed Twilight was no longer wearing her bandage, “Twilight, your leg! Its completely healed!”

Twilight smiled and looked down at her leg, looking perfectly normal. “Yeah, Fluttershy really helped with that.”

Starlight arched her eyebrow, noticing the lack of the quiet pony. “Really now? Where is she anyway?”

Twilight giggled as she looked to the ground, in perfect unison, the five ponies in front of her looked up, their eyes a large, featureless teal orbs, glowing slightly. “Spreading kindness.” They all said in perfect unison.

Starlight took a step back in panic, before feeling a large body drop on top of her, and bite the back of her neck, pumping venom into her veins.

Author's Note

I wondered what would a Fluttershy changeling queen be like, and ran with it. This is the first story I've written in, wow, 6-7 years? So hopefully it wasn't too bad!

I tried to go for a nice horror vibe, heavily inspired by Diamond Tiara versus the Changeling Invasion, because that story is amazing!

Also, how about Spike's attempt to save Twilight being her ultimate downfall? I thought that was an entertainingly tragic ending.

Thank you for reading!