Project: Chrysalis

by Alaxsxaq

Rating: mature
Tags: Tragedy, Horror, Queen Chrysalis, Princess Celestia, Main 6, Gore, My Little Pony: Friendship is Magic, Dark
Length: 33484

What are the Changelings? And where did they come from?

Ever since the Changeling invasion, Twilight has become fascinated with the creatures. However she cannot seem to find any information about them. Writing a letter to Princess Celestia, she hopes to find out what her mentor knows.

However the truth behind the matter is more than just a simple book can provide. Mysterious circumstances slowly begin to shed light on a dark secret.

Some things are dangerous to know.

Rated mature for definite graphic violence, though this will be more about the story.

Cover Image originally by mosacd on deviantart

And here's great dramatic reading by the wonderful PlagenShiki

Published 2012-09-16 13:34:01 UTC
Last updated 2012-11-13 06:59:12 UTC

1. The Letter

1. The Letter

Celestia sat on her soft bed, reviewing matters of state such as tax revenue and monthly expenditures. One letter however wasn't routine. It was from the Royal Scientific Society, and stamped with a "classified" mark. “What could be so important?” She thought. Before she got a chance to open the letter, however, a wind of magic appeared in her window, and burst into a scroll. Her faithful student had sent her a report on friendship. Celestia did so enjoy reading them, and looked forward to it. It was a nice touch of excitement on an otherwise dull schedule.

She used her magic to unroll the scroll and began to read:

Dearest Princess Celestia,

I am writing to you to inform Her Majesty that I have endeavored to research the species known as "Changelings". After the attack on Canterlot, I have become quite interested in the subject, and would very much like to know more about these enigmatic creatures. However, a scouring of the library here in Ponyville has revealed no such documentation on them. I have checked three times thus far, and none of the catalogs have an entry for Changelings.

I am therefore asking whether you have access to any authoritative literature related to Changelings, and if so, could you send as much as you can to me? If not do you happen to know of any? I have investigated compendiums and bestiaries for any mentions. There is but one passing mention in a book on urban legends. However it was published a mere ten years ago, and no scientific content is present. The entry was short and I found it to be very...uncertain.

I have even asked Princess Cadance whether or not she knows much about these creatures. She was after all the only pony who seemed to know what they were. A return letter tells me the Queen informed her. But this was where Cadance's exclusive knowledge ends. Feeding on 'love' and being able to shape shift have been well reported, as I'm sure you know. But everything else, from history to biology, habitats and the like are absent details.

If it does so happen that even you have no access to any concrete information, I request permission to conduct my own research. If the Changeling is a truly undocumented race, I would love nothing more than to contribute to the scientific community.

Yours truly,

Twilight Sparkle

Celestia had mixed feelings on this letter. She couldn't help but smile at her student. She was always thirsting for knowledge, and would go to great lengths to get information. Twilight would read and read, and occasionally experiment, all to enhance her already impressive fortune of data, albeit sometimes obsessively.

But this particular subject wasn't what the regal alicorn had wanted the purple filly to pursue. She feared for her safety. The Changelings had proven to be a dangerous lot. They were a single-minded swarm of insects, zealously chasing a goal. Their lust for energy was only exasperated by the euphoria experienced from feeding on something as personal as love. Such intrusive behavior. Celestia knew she had to do all in her power to prevent Twilight from going through with this.

The Changeling Swarm was an unforgiving, cruel monster. It should have been destroyed long ago. Dead and unknown, it would be harmless. Living and unknown is a recipe for disaster.

Celestia uncorked a bottle of ink and dipped a quill in it. Using her magic, she drafted a letter in beautiful manuscript trying to tactfully convince Twilight to relinquish her silly notions of investigating the Changelings. With a poof of magic, the letter was on its way to its recipient.

The Princess levitated the unopened letter from the RSS. Ripping the envelope, she unfolded the typed parcel.

Dear Princess Celestia, Co-Ruler of Equestria,

The Royal Scientific Society has a very sensitive matter to discuss with you. To ensure the security of this communique, the ink is invisible. If your Highness is indeed reading this, please dispel the charm.

She knew full well the spell used for secret documents. With a flash of her horn, the rest of the letter revealed itself.

Good. Now that we can speak in private, there has been an unfortunate event at Lab 28. For further reasons of security, the details will not be discussed. However, officials are ready to accept your arrival. It is high priority. We fear the worst. The official report is mechanical failure. Our public relations board has been spared all sensitive and crucial details, but has diffused the situation. The only informed agents are the Society Council, and the Lab employees. Confidentiality agreements are still in effect. I trust you are enforcing them, Princess.

However, our scouting efforts reveal a particularly voyeuristic individual. As of yet the pony has caused no harm. His motives are unknown, and all attempts to search his home have ended in threats from a firearm. In addition to your presence at the lab, we request aid in apprehending this interloper.

There is nothing more else to say that cannot wait for the isolated walls of the Lab. We eagerly await, Princess.

The Royal Scientific Society Council

P.S. Please destroy this message once you have completed reading it. We have taken the liberty of erasing its information from the National Postal Database.

Celestia's eyes widened as she set the letter down. Her mind was racing as all the possible implications of the letter formed within her brain. She tossed the letter into her fireplace, and made sure the paper burned.

Running into the hall, she scouted out her sister, recently woken up for the night.

"Luna," she said. "I am taking a short break. I shall be back soon. Take care of things while I am gone."

The midnight pony gave Celestia a puzzled look. "Where are you going, dear sister? And why so sudden?"

Before she got her answer, though, Luna watched Celestia run away. "She must be in a hurry. Oh well I'm sure it's someplace nice. I wonder if I can take such an unexpected leave. When Celestia is here of course."

Back in another hall, as inconspicuously as possible, the alabaster princess flew out of a window, and caught a northward wind.

Her heart pounding, she prepared for the worst.

2. The Hive

2. The Hive

A desolate grey sky blanketed the field. It was never really different. This secluded corner of Equestria scarcely ever got the chance to enjoy its monarch's warm sun. Winters were especially unforgiving; the frigid wind blew unencumbered across the flat white plain. But today was a typical spring afternoon, and a light drizzle made the environment look all the more dreary.

Dr. Antlion stood on his porch, sipping a cup of coffee as he looked out onto the scenery. He had become used to living in self-imposed exile in the far Province of the Northern Plains. He had actually grown to like the weather somewhat. And the quiet air was perfect for his research.

After receiving his doctorate in biology at Manehattan University, Antlion was asked to join an expedition, in an effort to catalog new species in uncharted territories to the far east. The Royal Scientific Society paid him a hefty sum to come back with at least five new animals documented. He was well respected during his student years, and specialized as a zoologist, with a particular interest in entomology. He wrote his doctoral thesis on The Physiology of Members of the Myrmeleontidae Family.

Unfortunately, the expedition was doomed from the start. A combination of disease and difficult terrain killed several members, and the endeavor was called off before Antlion could join them. Feeling disheartened, the young doctor returned to his hometown, in fact not far from his current abode.

There he heard about a story from his childhood. Small black creatures inhabited the mountains, unknown as to what they were or where they came from. When he was growing up, Antlion, as did many others, thought nothing about these tales except the ramblings of old, delusional ponies. However, throughout college he contemplated the idea of another species to discover. Some nights he would imagine himself winning an award for such a discovery; a big trophy and fame. Biologist of the Year!

But there was more to the old stories he neglected to listen as a colt. The myths were long forgotten by everypony, sans an old stallion on the outskirts of town. He talked about some ponies who live out in the mountains, away from civilization. Some were his friends. Every so often, they'd disappear without a trace.

Antlion therefore decided to entertain the old pony's tale. He first investigated any books he could. Nothing. He consulted the old pony. The sightings were relatively recent. No literature published or mention in anything. Well, if nothing would come to light, he thought he should be the one to conduct research.

Using the lump sum paid up front by the RSS, Dr. Antlion built a small house near the mountains, and fully stocked it with all the lab equipment he would need; test tubes, microscope, preservation chemicals, specimen freezers. From there he ventured off into the mountains, always bringing his father’s old rifle in case the creatures wanted him to "disappear". And this is how he spent the next 5 years.

During that time, however, he discovered a building several miles from his house. It was a large, plain, grey concrete building that looked like some sort compound. Upon closer inspection he saw a sign labeled "Lab 28 - Restricted Access". As curious as he was of this mysterious building, he had another goal.

About 3 years ago, a remarkable thing happened on his way out of the mountains. Discouraged from having not found anything, Antlion's spirit immediately lifted up as two black creatures crawled slowly towards him. They were weak, looking starved and cold. He moved closer to examine them, but not two minutes later, they both just...died.

Bringing them back to his lab, he studied the corpses. They weren't very big, only about as large as a small mare. They had a small upturned horn and insect-like wings. Covering their whole bodies was a black, chitin-like shell, and a dark blue iridescent carapace on the back. He stored the treated one away, and placed the other on a metal table. A dissection commenced, and revealed an organ structure not characteristic of insects, but more akin to ponies. Stranger still, they possessed both an exoskeleton and bones, as well as red blood. The only major difference was the brain; there wasn't one. The cluster of never tissue in its head was probably just an advanced type of ganglion, good for mostly autonomic and motor movements.

Had circumstances been different, Dr. Antlion would have published his findings, and presented the specimens to the scientific community. But shortly after his chance discovery, he wandered to the lab, his main goal being completed. Hiding behind a hill, he noticed some pony emptying a waste basket into a dumpster. Later at night he investigated the bin and found some pieces of paper. Most of them were just receipts and the like. However one paper caught his attention.

It was some sort of report and, judging by the incomplete paragraphs at the top and bottom, was part of a larger multi-page document. The words originally didn't make much sense out of context. But the next morning a knock on his revealed several ponies dressed in suits demanding that the doctor leave immediately. Not knowing what else to do, he threatened to shoot them.

Afterwards Antlion realized...perhaps there's more to this than he thought. He would continue his research, and secretly investigate the lab. Every so often the ponies would come back, and every time the doctor would threaten them. In between threats, he examined all his samples and tried to find a correlation between his unknown creatures and the document. A single sentence caused his suspicion: "Exoskeleton primarily composed of keratinous plates." Chemical analysis suggested the same for his "pony bugs." This was a trait so far unique to them.

Antlion stood ready for a final journey into the mountains, ready to find another specimen. He never got his hopes up, as in 8 years, he only found those two. But he was searching for a hive of some sort today. He looked at a map of the region, dotted with black X's, and eyed one spot still unexplored. This was it, he thought.

Several hours later he stood at the rim of a long extinct volcanic crater. There, blighting the ground was a giant greenish structure. He did it! He finally found the hive!

The ecstatic stallion ran down the slope, seeing no sign of activity. A bit closer and still nothing. The entrance to the hive was massive, but the whole thing looked weak and in need of repair. With light coming through thin green membranes in the roof, Antlion saw thousands of black shells lying on the ground. Each shell was a creature, just like the two he had back home. Only these were decaying. Their shells were cracked and falling off, revealing red flesh perforated with maggots and other insects. Some had entrails and blood strewn about. None were moving. He lightly tapped one, causing the putrefaction gases to escape from the carcass. Further into the hive were even some wolves feeding on the "pony bugs."

On his way out, though, Antlion came across what perhaps was the only live one. It struggled to stand and walk towards the pony. A weak green glow came from its horn. The doctor matched the glow with one from his own horn. The creature however paid no attention. It merely came closer, with each step causing more of its exoskeleton to fall off. The joints leaked blood and soft underbelly flesh hung on by what seemed like nerves. The creature quietly cried in pain. By the time it was five feet from the stallion, its forelegs gave out, physically breaking, revealing fractured bones and bloody marrow. Antlion could have sworn the tissue looked as if it were trying to regenerate. With one final shriek, the creature's face fell off, bit by bit. The now dead animal lay on the ground, joining the rest of the swarm.

The doctor wasn't quite sure what to think. Were they killed by a disease? Is this how nature so cruelly ends their lives? Were they attacked? And where was their queen? They appeared to have once lived similarly to bees or ants. Surely they had a matriarch. His pondering was cut short as the hive structure began to collapse. He ran out, watching what may have been a glorious building crumble to dust. Bowing his head, Antlion left the crater and walked back home, where perhaps the last two of his creatures were.

Along the way, though, he saw Lab 28. But something was wrong. Ponies ran around frantically. It was too far for him to see fine details, but it looked like a crime scene. Yellow tape blocked off a building as several uniformed ponies brought out...body bags...that were blood red? What was going on? Before he left, out of the corner of his eye was a long black object, handled by more ponies.

Something was going on here, he thought. And Dr. Antlion was willing to bet that it had something to do with the deaths of all those insectoids.

3. Routine Inspection

3. Routine Inspection

In the quaint Ponyville Library, Twilight Sparkle was eagerly awaiting a response letter from her beloved mentor. Usually a reply did not take very long. While she waited, the lavender unicorn fiddled around with a quill and paper, humming to herself. She was so excited to begin her own original research and was certain the Princess would grant the filly her blessing.

Her number-one assistant Spike burped up a cloud of green fire and smoke, which soon dissipated into a rolled up scroll. Giddy with anticipation, Twilight rushed over and levitated it up, unrolled it, and immediately began reading. The contents were...less than expected:

To My Most Faithful Student Twilight Sparkle,

Your letter concerning your curiosity about the creatures known as "Changelings" was well written, and your proposal interesting to say the least. Whatever questions you have about these beings are not unfounded and perfectly valid.

Therefore I am sorry to inform you that I have no literature pertaining to the subject, and furthermore know not of any authorities on Changelings. I have searched the Royal Archives before, but produced no such material. The Royal Scientific Society's database contains no entries, and there aren't any published biological journals that contain an article about said creatures. The book on urban legends...best to ignore it. But I digress. It seems all our knowledge comes from the attack on Canterlot, for up until then they were unknown.

Now as far as your expedition proposal goes, I cannot in good conscience allow you to endanger yourself. These animals have proven to be quite strong and ferocious, and not to be trifled with. I implore you to stay as far away from them as possible, for your own safety. I do not know where they live or if they even survived the attack your brother and Princess Cadance conducted. I'm sure you must be disappointed, but rest assured, there are many more things to discover.

I trust you will respect my wishes, and as always I look forward to any new progress you have made with the magic of friendship.

Yours truly,

Princess Celestia

Twilight reread the letter several times. Still, she couldn't believe her eyes. Had the Princess really said no? Sure she was looking out for her safety, but Twilight was a full-grown mare. She could take care of herself. Celestia thought she had diffused this issue, and persuaded the purple pony to stay away. Perhaps the solar diarch merely made herself believe that is what she had done. The alicorn knew full well Twilight could not be stopped in pursuits of knowledge.

In either case, however, the Princess hoped she could delay Twilight enough, and in her spare time convince her in person.

Such an act was folly. Twilight noticed no direct order not to go on an expedition. Sure, the Princess would likely be disappointed, but the gains made would hopefully make up for it. Right? Perhaps subconsciously an act of defiance, Twilight Sparkle began making preparations, dictating them to Spike.

"Spike! Make a list please. I'm going on an adventure."

"But the Princess..." He interjected, having heard the contents of the letter when Twilight read them aloud.

"There's too much at stake! Princess Celestia will understand when I win the Equestrian Science Award!" Twilight had stars in her eyes as the young mare fantasized about winning such a coveted prize.

"Uh...yeah." Spike said, rolling his eyes. "What items do you want on the list?"

"Huh? Oh...right. I'll need food, and warm clothing, notebooks, jars, pens..." For nearly forty-five minutes she just listed of things to bring. By the time she was done, Spike had a terrible claw cramp.

"But, Twi, how do you know you're going to need all this stuff? You don't even know where to look."

"I thought you might ask that. You see Spike I ran an ad in Equestria Daily; 'Anypony who knows anything about Changelings'! "

"You've apparently given this a lot of thought." Spike said, running to the kitchen to look for a heat pack for his hand.

"I've been planning everything in my head for months! I had saved up enough money to pay for this ad. It should be in today's paper."

"How'd you get it in there so fast?"

Twilight looked at her small friend and smiled. "I have my ways."

Dr. Antlion took a weekly trip to town, several miles south of his isolated home. He came here to pick up food and other necessities, pays his bills, and get some news. Downing the rest of his hot tea, he left a tip on the diner counter and left, opening his umbrella via magic. His saddlebags were full and everything was checked off the list. Everything except a newspaper.

A paper stand wasn't far. He walked on the sidewalk, greeting anypony he knew. In such a small town, it wasn't hard to know most of the inhabitants. Its name was Felicity, named after a happy mare who was murdered back before this place became incorporated. The ponies named their settlement after her. Antlion always thought it was a dark story for such a little place.

Felicity was so small, in fact, that it didn't even have its own newspaper. Instead, Equestria Daily was the only newspaper the residents had to read. Every week the doctor would gather all seven papers published, to stay up-to-date. The newspaper vendor always kept the papers from the previous week just for Antlion. Handing the vendor some bits, the tan unicorn found a table nearby and placed the papers on it.

Nothing too new. International relations; looks like the griffons and minotaurs were having border tensions...again. Manehattan stock exchange was up 0.5%...some fab diets to take some weight off your flank...nothing special. He found it calming to know something about the outside world, but not much of it affected him. However, one ad was printed in the paper dated for today. A certain miss Twilight Sparkle was asking for anypony who knew something about the Changelings.

What was a Changeling...oh that's right...they called these black insect-like creatures that name in the article about the attack on Canterlot during some wedding. There wasn't much on what these things were; in fact the article was very small, especially for an attack on the capital. A lone photograph showed a changeling, VERY similar to the specimens he had at home. Were they one and the same?

The contact information was for Ponyville, another small town, but much closer to the heartland of the country. He traveled back home and began drafting a letter. When it was completed, Antlion used a skill he seldom ever practiced. With a flash of his horn, the letter was transformed into a cloud of smoke and hopefully on its way to the recipient.

The spell was taxing and Antlion went to lie down to rest. The letter could come at any moment. He would read it once he woke up. On his soft couch, using magic to grab a blanket, the doctor closed his eyes and took a nap.

East of a little inconspicuous house, past some hills was Lab 28. Uniformed ponies armed with rifles stood guarding the perimeter of the compound. Coming onto the horizon was a white figure, soon discerned to be that of Princess Celestia. A suited pony stood waiting, a serious look on her face. Once the Princess landed, the guards saluted, and the bespectacled old mint green mare stepped forth.

"Princess Celestia, I trust your journey went well."

"Let's not dwell on pleasantries, Chairpony Vixen. I want details. What is going on here?"

The two ponies proceeded through the doors leading into the concrete structure.

"There has been an attack on the lab. The laboratory chief has reported three pones dead, and one more suffering from post-traumatic stress disorder."

"W…what has attacked them? Let me see the bodies."

"Of course." Vixen led the Princess into the main lobby. There on the floor were the bodies of two ponies, or what may have once been ponies. The first one had obviously been thrashed around, and its limbs were bent in all sorts of unnatural positions. Its abdomen was cut wide open, revealing an empty cavity. The ribcage was broken and looked like pieces were removed, though the heart and lungs remained. Blood was encrusted all across the chest, and the face bore a horrified expression. The second body looked even more gruesome, for it was entirely red and shiny, like it had fallen into a vat of blood.

Celestia inched forward, trying to examine this corpse more. Upon closer inspection, the Princess realized the body wasn't covered in blood, but rather uncovered; whoever this pony was had the misfortune of being skinned alive, and died from shock.

The alicorn had to back away, for the stench was too overpowering. She turned to the Chairpony. "This is truly horrible. But I thought there were three deaths?"

"There were. Look beside the skinless one."

Indeed to the right of the skinned body was a pile of red bones, many of the broken. "They found this in a different location. Almost all the bones there are flat; no tubular bones like femurs or humeri. The ones that remain are devoid of marrow."

"And...and do you have any idea what could have done this?" Celestia got a worried look on her face. Was everypony in the building in danger?

"Whatever was attached to this. It was recovered from the scene with the only survivor." She led the diarch towards a cart holding a long black object. It was hard and shiny, and thick on one end, but tapered to a sharp, serrated point on the other.

Celestia' eyes widened at what she saw. "And where is the survivor?"

The Chairpony motioned over to corner, where a young stallion was curled up in a blanket, muttering to himself. The Princess approached him, and called out. He didn't respond. She tried again. Still nothing. Finally she placed her horn to his forehead and used a spell to calm him down. She asked him again.

"Please, my little pony. Tell me what happened." She smiled softly.

Still jittering, the colt answered. "I...I...I saw it...it took them...into the shadows...I could b...barely see what was happening. It cut one of them open and gutted him...she tried to stop it but...but...it grabbed her and tore off her...sk...skin. I managed to...lower the shudder. Its leg was cut off, but I could not save them...I'm so sorry...forgive me...forgive me..." The pony was crying, rocking back and forth and continued to mutter.

"It is alright. You're safe now." She turned back to Vixen. "Where in the complex did this happen?"

"In the specimen storage area. The whole area's been sealed off. We originally thought a specimen escaped, but THAT," she pointed to the leg, "has debunked that theory. Security is now assembling to explore the area in question."

"Whatever attacked them, make sure it's stopped. Understand?"

"Of course Princess. And no need to worry about PR. We've managed to make the media believe the increase in activity here was merely a...routine inspection."

"It's your job as Chairpony of the RSS to make sure the media doesn't know about ANYTHING, let alone something as serious as this. On an unrelated note, how much progress have you made?"

The Chairpony walked towards another door and opened it. Inside was room full of tanks lit by blue lights. Inside each tank was a small pony-like body. All were distorted in some way, such as multiple limbs, exposed organs, and numerous tumors.

"These are this year's batch. All failures. #428 looked promising, until it went into cardiac arrest. The scientists tried to save it." The tank marked 428 was mangled beyond and kind of recognition, with metal tubes and devices grafted into its flesh. The skull was partially cut open to allow a tube inside the brain. All efforts had been made to keep this one alive, but to no avail. "But you see, Princess, all serums have proven fatal. None of the subjects are strong enough. And without Dr. Sableheart, or his research, we cannot replicate the phenomenon."

Celestia was visibly angry. "Chairpony Vixen, I give you millions every year, and every year you hand me a report saying the same thing. Some nosey politicians are becoming wise to my embezzlement. Even Princess Luna has her suspicions. It's been nearly two decades. How much more of my time are you willing to waste?"

"Please, your Highness. We are very close to breakthrough."

"I choose to believe you for now. Do not make me regret it. I ask this too often for the same answer: have you at least dealt with the Changeling Swarm?"

"We have tried numerous times, but they were too strong. None of our forces returned. But I can assure you the swarm is gone."

"So you finally succeeded?"

"...Not quite. An unknown agent killed them. The other day a scouting party was sent to prepare for the next attack, but when they arrived, every changeling was dying, decaying."

"And Chrysalis? A beehive can continue with a queen"

"Her fate is unverified.”

"At least some good news came from this visit. Now those creatures can fade away into history, as they should have long ago. I never figured they would have the gall to attack Canterlot. We should have destroyed them when the swarm was young. But I suppose lesson learned. What killed them, by the way? Should I be concerned?"

"We're not sure. A changeling was recovered and placed in the specimen center. Once whatever attacked those ponies is dead, a thorough examination will be conducted."

"Good." The two mares returned to the lobby. There two older looking doctors were staring at the remains of their fellow scientists.

A short one spoke up first. "I know we're both thinking it...we recognize this feeding pattern..."

"You're not saying..."

"I pray I'm wrong."

They both stepped out of the way as the Princess walked through the room. She had overheard their conversation. "As do I, doctor." She whispered, bowing her head. The solemn moment was interrupted by the survivor. He yelled at the top of lungs, finally snapping out of his trauma.

"I'm going to tell everypony! They need to know! LAB 28 IS NOT SAFE!!"

The Chairpony tried to catch the colt, but he was too fast. He ran for the door but a couple of guards restrained him. He thrashed, and the grip on him was loosened. Falling forward to the ground, the stallion crawled, desperately attempting to stand. He made it to the slippered hooves of a white pony. He looked up and smiled.

"Please, Princess Celestia. Help me...I need to tell everypony..."

The Co-Ruler of Equestria however did not smile back, but instead frowned as she lowered her head to meet the pony's eyes. Her horn began flashing as she spoke.

"I'm afraid I cannot let you do that." A burst of magical energy shot from her long, thin horn, forming a beam. The laser went straight through the colt's skull, killing him instantly. He collapsed, the skin on his face fried. Celestia walked nonchalantly to an unfazed Vixen. "Too many innocent ponies have died. I'm warning you, you have one more year. If I don’t get any results, I'm shutting this whole fucking place down, and ensuring all who participated cannot divulge anything."

"Duly noted. Let me direct you to your quarters, Princess." The nervous Chairpony replied.

4. Love? How Do You Feed On Love?

4. Love? How Do You Feed On Love?

Smoke poured forth from the funnel, an omnipresent sign of the tireless work the firepony exerted stoking the boiler. Minute after minute he would stab his spade into the pile of coal and toss the fuel into the fire, covering his brow in soot and perspiration. The reward was the high pitch sounds of water boiling, turning into steam. Music to his ears. It was a tough, thankless job; his kind of work.

Meanwhile several cars behind the engine, five mares slept soundly in their bunks. Twilight Sparkle, however, chose to stay up, thinking about whom this "Dr. Antlion" was, and why he lived out in the middle of nowhere. The train was headed to some out-of-the-way town in the Northern Plains. Twilight knew the province was huge from her studies, and had some decent sized cities. But this doctor apparently lived further north of those populated counties, where in the middle of winter days were only at most 8 hours. The unicorn certainly wouldn't have wanted to live there. A trip there alone took nearly a day by train.

She looked up down at the table inside her car, and studied a note for what seemed like the hundredth time. It was a short message sent earlier that day, written in a messy fashion, though it still could be read relatively easily.

Dear Miss Sparkle,

I have seen the ad you posted in Equestria Daily requesting an expert in Changelings. I believe I can help. I have made some interesting discoveries here, where I reside. No need to bring anything, for I have plenty of food and such for a guest. I shall be at the Train Station tomorrow morning at 9 o'clock in Felicity, NP. I will pay you the cost of your ticket, with interest. I apologize for asking you to come so far north, but I can assure you it will be well worth it as far as Changeling research goes.

Best Wishes,

Dr. Antlion, Ph.D.

The letter seemed innocuous, and a background check verified this pony as one of the most respected students at Manehattan University. His doctoral thesis was also an entertaining read, Twilight thought, possessing a delightful element of humor. Dr. Antlion was young and enthusiastic, so the peer reviews said.

The other five ponies accompanying the lavender filly could not have cared less about such things. Applejack had heard Twilight talking about her trip while visiting the orange pony's apple farm, and insisted she came with, in case the "doctor" wasn't who he said he was. Pinkie Pie, always so jovial, was thrilled to meet a new friend, and asked if she could tag along. Against her better judgment, Twilight agreed to bring the sugar-fueled energy juggernaut. So long as she paid for her ticket.

From Pinkie, three other mares heard of the journey, and were essentially shanghaied aboard the expedition. When Twilight said goodbye to Spike, left in the care of a reliable schoolteacher-turned-foalsitter Cheerilee, the purple librarian saw Rarity, Fluttershy, and Rainbow Dash with bags, in addition to the other two attendees. Rolling her eyes, the studious pony led her friends to the train station to catch the next locomotive to Felicity.

Now, standing outside, her hoofs on the guardrail, Twilight Sparkle wasn't sure what to expect from this guy, and she was certain he wasn't expecting six mares, only one of whom was actually interested in what he had to say. She dreaded the thought of entertaining all these ponies in such an isolated place. Hopefully they would find their own activities while she was doing hers.

All uncertainties aside, she was excited to know all she could about these Changelings. They were an odd bunch, looking like ponies yet behaving similarly to a hive of insects. And the way they could change their appearance. Was it biological or magical in nature? Was there a king Changeling? Were they inherently vicious and hostile, or were the Changelings just hungry at Canterlot, desperate for a meal or love? And above all, the question that really burrowed into her mind was what did it mean to eat "Love"? How could they sustain themselves on an emotion?

All these queries bounced around brain, and before she knew it, the clock read 2 am. Twilight wanted to be well rested for the morning, and crawled into her bunk, laying her head down on the soft pillow. Before she knew it, her eyelids became heavy, slowly closing as she drifted off into dreamland.

The engineer slammed on the brakes, grinding the train to a halt. The inertia caused all the sleeping passengers to shift in their beds, causing them to wake up in an awful mood. The six mares were part of this group, and grumbling gathered their things and got off the train. Rarity had to wipe off her mud mask, and "freshen up", though this largely meant hogging the restroom for at least half an hour. When the white unicorn was done, she joined her friends on the platform.

"Now what took y’all so long?" Applejack asked, annoyed at the prissy pony's unnecessary prepping.

"One cannot simply rush perfection." She retorted, "Although...some try." AJ merely snickered.

"Alright enough, girls. Let's go find this doctor guy." Twilight began looking around the station. Much to her dismay, there weren't very many ponies there at all. Most were passengers who had just gotten off or were about to board. Frustrated, she led the group under the canopy as a little sprinkle began to fall. Rarity was caught in the rain.

Shrieking, she suddenly found herself sheltered by an umbrella levitating over her. The aura surrounding it came from a tan scruffy-looking stallion unicorn with a messy orange mane. He wore a woolen coat and wide-brim fedora.

"Such a gentlecolt." Rarity remarked, fluttering her eyes. He tipped his hat with a hoof, smiling.

"You must be Twilight Sparkle," He said turning to face the unicorn. "I am Dr. Antlion, PhD. You can call me Antlion. No need for titles here."

"Hello Doctor. You would be correct. These are my friends," She said, pointing to each one. "Applejack, Rarity, Pinkie Pie, Fluttershy, and the flying one is Rainbow Dash."

"Pleasure to meet you a―"

He was cut off from the pink one rushing into his personal space, shaking his hoof and smiling frighteningly. "Ooooh Hello! I'm Pinkie Pie and I'm going to be your new best friend! We're going to have sooo much fun!"

Recomposing himself after the assault, Antlion replied. "I look forward to that, but Miss Pie...was it? Miss Twilight and I have work to do."

"Yeah! Twi and her egghead friend need to do research and stuff." Rainbow Dash wasn't quite sure why she was here. She was not somepony for science. But there was a lot of open room for stunts.

"Rainbow! Don't be so rude!" Twilight scolded the blue pegasus. I'm terribly sorry about that, Doctor. Now if you would direct us to your home."

"Of course. Hope you all like walkin'." He laughed, leaving everypony confused. "It's a good distance from here, but we all could use the exercise."

An unenthused "yay" came from the group. Regardless, they began walking to the edge of town, to some small old looking homes. Twilight thought for sure on of these houses belonged to Antlion. Her notions were shattered when he led them further and further from town. After what seemed like thirty minutes, the seven ponies came to a small building in the middle of nowhere.

"Wow, you sure live far away from everypony else! Don't you ever get lonely?" The party pony asked him, again invading his bubble. He however didn't appear to mind.

"Why would I be lonely? I've got a whole town of ponies over there." He unlocked the front door and welcomed the six mares inside. The house was filled with strange machines, like some sort of mad scientist's lair. Against the wall were several types of firearms, all a heavy caliber. In the center of the room was a table covered with books and sketches, various instruments like a compass and forceps, as well as a large map with markings on it. But what really caught everypony's attention were a series of jars filled with...pony organs??

Five jumped back, much to the Doctor's and Twilgiht's delight. Applejack was first to speak.

"What the...hell! Twi! Get away from him. He's one of them serial killers!"

"Oh good heavens, I feel faint..." Rarity was swaying back and forth.

Fluttershy and Pinkie Pie sat on their haunches, wearing a "Why would you do that?" face.

But Rainbow Dash flew closer and poked the jar. "Cooool."

Twilight was well aware how...different a biologist's workplace could be. She tried her best to calm down her friends.

"Relax, everypony. These are just specimens. Not ponies!"

"She's right. Changeling specimens." Immediately after he finished, Antlion saw the expression on Fluttershy become one of deep sorrow.

"B...but...why would you kill...a changeling...they may be...mean...but..."

The doctor's heart hurt as soon as she opened her mouth. "Oh nonononono I didn't kill them! You see, about three years ago, I found two of them in the mountains. I tried to communicate, but I guess they were too weak and just died. Honest. I don't kill ponies."

The group accepted his appeal, and calmed down.

"Good. Anyway is anypony hungry? I wasn't expecting six of you but I'm sure I can prepare a meal if need be."

"No need to fix anything, Doc. Y’all and Twi get to work."

"Alright. You can help yourself to anything in my fridge. Just...watch what you pull out." The five gave a weak laugh, still a bit disturbed.

Twilight watched her friends canter to the kitchen. She then turned to Antlion. "So anyway, Doctor. Mind showing me your research?"

"Of course not! Come on."

He grabbed a book with his magic and gave it to Twilight. He began to lecture as she looked through its contents. "When I was a colt, there were stories of strange creatures in these mountains. So when I got my doctorate, I decided to come and investigate. Eight years I've been here and not much has happened. I did find these two specimens, however."

"Where are they? Could we take a look at them?" Twilight did her best to not show it, but she was as giddy as a schoolfilly.

"Over here." He walked to a large white box and lifted up the lid. It was a freezer in which two black bodies in plastic wrapping were stored. One had clearly been dissected. He lifted that one out and placed it on a metal table.

Twilight was still looking through the book of sketches. "From what I gather here, you are a talented artist."

Blushing Antlion responded. "Oh no, I just draw what I see."

After unwrapping the corpse, he levitated the jars onto the table. From the kitchen Rarity shouted out to the doctor. "Ew...Whatever is that smell!"

"Formaldehyde."

"Woah...freaky." said Rainbow Dash. "Are you uh sure it's dead?"

"Pretty sure. Well seeing as I removed the heart and lungs, it should be."

That sense of humor was communicated well into his thesis, Twilight thought. She placed the book on the table and examined the body. It was identical to the creatures that had attacked Canterlot. Black, with blue eyes, insect-like wings, a small upturned horn, and strange holes in its legs.

"So this is a Changeling...what do you know about them?"

"I'm afraid this it pretty much it. I know nothing of behavior other than what I can deduce from anatomical study. I've cut open and drawn almost every inch of this thing. It's really quite fascinating. I removed a select few organs, preferring to leave most of the abdominal cavity intact."

"In that jar is the heart, right?" She said pointing to one of the containers.

"Yep. Four-chambered. Isn't that odd? This thing resembles a pony tremendously on the inside. Aside from the exoskeleton, everything matches up pretty well. Insects don't have lungs, but this creature did. Insects also have six legs, not four, as is the case here."

Fluttershy heard this and interjected.

"Um if it's ok I'd like to say something...I take care of butterflies and butterflies are insects but they only have four legs. I checked."

"That's a valid point. Actually, many common genera of lepidopterans do possess a much reduced pair of forelegs, giving the appearance of only four. It's a very easy oversight to make."

"How is the brain on this thing?"

"There isn't one. Just a ganglion cluster."

"Then how could it act so logically? At Canterlot these things could change on a whim and clearly demonstrated higher level thinking."

"I believe the 'queen' emanated a collected hive mind. Alone a single Changeling could be about as sophisticated as an individual ant. United, and they could indeed show more signs of intelligence."

Twilight studied the corpse even more. She noticed the presence of a well-developed digestive tract. "Doctor, the alimentary canal seems too complete for a Changeling."

"What do you mean?"

"Well during the Canterlot invasion, the Changeling Queen mentioned that her species feeds on love. I don't think a stomach would be needed."

"Love? Who do you feed on love?"

"Well...I...uh...I don't know. But the queen became more powerful with more love."

"Hm...I have no way of verifying that, but I can assure she doesn't feed on love."

"What...she?"

"Yeah. She's female. There's a vagina, strangely just like a pony. See the uterus and ovaries?" He pointed a scalpel at the creature's nether regions. Everypony else in the room was made slightly uncomfortable. "She’s sterile though. I've checked and she has no eggs. Maybe it's a disorder or the mark of a hive warrior."

"That's fascinating. But what do you mean 'she' doesn’t eat love?"

"Because I sifted through her stomach contents, and found remnants of her last meal."

"And what was in it?"

"Oh some meat...I can't verify species with my limited equipment, but I did do a protein analysis. Muscle fibers, no doubt about it."

"Uh...ohh..."

"Is something wrong?"

Applejack butted in this time. "So you're sayin' these things...eat meat?"

"Certainly. The intestine is shorter than a typical pony and she has four enlarged canine teeth. Good indications of a carnivorous diet."

Twilight pondered the implications of this. If Cadance and her brother had not stopped the Changelings, would they have devoured everypony? Shaking her head, the unicorn decided to refocus on the corpse.

"Are you the only pony who has studied these creatures?"

"Well now that you mention it...you better look at this."

Antlion opened a drawer and pulled out a single sheet of paper. He levitated it to Twilight. She began reading the page. It didn't say much she understood, as it was likely out of context. But several sentences talked about a "black exoskeleton" and "shape shifting abilities". There was no mistaking the subject of this paper.

"Who wrote this?"

"I got it at Lab 28 over that way. They threw it out, though something tells me that's not what they meant to do. Mentions keratinous plates. Now as far as I know, and all the books I've read, exoskeletons in the arthropod sense aren't made of keratin. Hers are."

"What's keratin?" Asked an intrigued Rainbow Dash.

"The stuff in your mane and hooves. Strong material."

"How do you know this, Doctor?"

"I analyzed it."

"And what's Lab 28 got to do with it?"

"I don't know. Maybe they could just be doing their own research. But I have another theory. You see I found this paper shortly after my discovery, and soon some ponies from the lab came, demanding me to leave. That's why I have weapons. Also yesterday I saw body bags coming from the lab. Something is going on. I can feel it."

"Oh my...anything else?"

"Yes actually...I found the hive."

"Really?? Was it dangerous? I'd love to go."

"I wouldn't worry about that."

"Then what are we waiting for?" Twilight went outside, gesturing her friends to follow. Antlion then began to lead them to where he found the dead hive.

"Oh no...this is awful."

"It was worse yesterday. The carrion birds must have cleaned up most of it."

The seven looked onto the extinct crater at the remnants of the swarm. Black dots littered the ground as wild animals moved around, feeding on the corpses.

"Do you have any idea what killed them?"

"I'm afraid not. If it's a disease, then it isn’t airborne. I took a blood sample of myself. Clean. What do you say we go harvest one?"

"...I suppose we should."

They walked down the sides of the crater, looking for the most whole-looking individual.

Meanwhile, at lab 28, the guards were preparing to kill whatever had attacked. While they handled that, Celestia would personally see to it that this "interloper" was stopped.

She had invested too much time and money making everything clandestine. Difficult decisions had to be made.

Antlion studied the cell sample under his microscope. In the frame were massive amounts of dead tissue, showing advanced stages of decay. But it was isolated and not natural looking.

"No doubt about it. Advanced necrosis. Bacteria had nothing to do with it. Some parts have colonies but much is clean."

"Can you do some DNA testing? Maybe it's a genetic disorder."

"I don't have any equipment for that. And if I did I wouldn't know how to use it. I don't know much about genetics."

"Hm....Fluttershy! You have experience with medicine. Any ideas?"

"Oh no Twilight. I've handled some severe cases before, but I've never seen anything like this. Poor Changeling must have been in agony."

"I saw one die yesterday. It was awful...all―"

Just then a knock on the door was made. Antlion ordered everypony to hide, no matter what. He grabbed his rifle and opened the door. What stood before him wasn't whom he expected. Towering above the doctor was Princess Celestia herself. Twilight peeked enough to remain unseen, but still spot her mentor.

However stunned he was, Antlion still held up his gun.

"How dare you threaten your Princess. I hear you have been giving the ponies at Lab 28 trouble."

"And just what do you know about the Lab, Princess? Lot of commotion yesterday."

"That is classified. Now move! Or I will be compelled to use force."

"Don't make me shoot. I'm not going anywhere." He pointed the barrel straight at Celestia.

"I simple bullet will not kill me, Dr."

"But it will hurt like hell." He prepared to shoot as the alicorn's horn started to light up. Before either shot, however, Twilight rushed out in front of the Princess.

"Stop! There's no need for violence!"

Celestia was shocked to see her star student here of all places. "Oh! Twilight Sparkle how good to see you. Step away from this stallion. He's dangerous"

"No! What's going on? What's this talk about body bags and threats?"

Rainbow Dash was next to come out, followed by Applejack. The rest soon followed. "Yeah! We want answers Princess!"

"You all are being very rude. There is nothing going on. Everything is perfectly safe. Don't listen to this pony. He's obviously a compulsive liar."

"Then I reckon you got nothin' to fear. What say we go check out the Lab?" Antlion began showing his rustic heritage.

Celestia hesitated for a few moments, debating in her mind on what to do. There was so much at risk. Finally, against better judgment, she agreed.

"Very well...follow me." As much as she wanted to avoid it, Celestia knew she had to bring these ponies with her. The Princess needed to retain their trust. Besides, the guards promised they would have it killed by the time she returned. The more...sensitive areas of the lab could be sealed off.

Celestia could pull this off. Nopony needed to know.

Her eyes scanned the table, concentrating on a limp, dead creature. Once it wore a shiny carapace, and was so full of life. Now its shell was broken, blood encrusted in the joints. Its eyes were empty. It was falling apart. In many ways the Changeling's state resembled her own.

She placed her perforated hooves under the creature, mentally noting the similar cracks and injuries. Soon she would suffer the same fate. Soon she would join them. Her mane had alright begun to fall out, strand by strand. He bones became more and more brittle every hour. Her jagged wings constantly shed their scales. Even her gnarled horn grew weaker.

She needed more power. But that was second. She needed to restore her form. She looked at the creature, her eyes watering up, and embraced it. She poured her love forth to a creature that in life could never have returned it. It was mindless. A simple minion. She was alone. She was always alone. The sorrow in her heart was too much. Her eyes erupted into a flood of tears. She stood holding the creature, sobbing as it crumbled away.

When she regained her composure, she whispered to the Changeling, as if it could have ever understood; "Forgive me, my child."

Once more overcome with sadness, she devoured the insect. Her body began to reform slightly. She needed more. She needed to prolong her diminishing time. She had to accomplish one final goal.

The door opened. Three large stallions armed with weapons came in. Her eyes, adept to the darkness, saw what they could not. She stared at one. She opened her mouth in anticipation, saliva dripping from her fangs. Fresh meat.

5. The Beast of Lab 28

5. The Beast of Lab 28

Across the dreary plains on a cloudy, drizzly spring day, Celestia led seven ponies to lab 28. Uncertainty nearly overwhelmed the solar diarch as she dearly hoped the issues would be cleared up by the time they arrived. For reasons of security and to ensure that very important work was completed, secrecy must remain intact. The truth behind the laboratory wasn't something even her favorite student needed to know about, let alone her five best friends, and some nosy stallion out here for gods know what.

Directly behind her was a purple unicorn, deeply concerned as to what was going on. It was unlike the Princess to threaten ponies in the manner she did, even if he first aimed a weapon at her. Still, Celestia acted in a way she would never have wanted Twilight to see. She hardly knew this Dr. Antlion, but what he said about the lab...it stuck with her. What dark secrets was her mentor hiding? She must have a good reason.

Lost in thought, Twilight barely paid attention to her friends. Applejack walked besides the Dr., balancing his shotgun on her back. She took it, with Antlion's permission. The farmer's life had taught her when you don't know what's going on, sometimes a good gun comes in handy.

Rarity took note of the large, unnecessary firearm. "Applejack, why are you carrying around that brutish weapon?"

"Y’all never know what lurks up here in this wild country."

"And do you know how to use that gun?"

"I've had a bit of practice on the acres, what with the Everfree Forest right there..."

When she said this, Applejack noticed Fluttershy's eyes grew huge in her endless compassion for animals.

"Don't worry, Fluttershy. I fire warnin' shots. Most critters know enough to stay away after that...though some of the more ornery varmints like to test me."

"So long as you don't harm any of us, I suppose I'll accept that." Rarity said, a bit of disapproval for Applejack's violent lifestyle in her voice. She felt the drizzle become heavier. "Ugh...why must it rain?"

Rainbow Dash, flying alongside chimed in. "Yeah! Aren't there any pegasi on the weather patrol, doc? Who controls the weather?"

"Nopony controls the weather. It's far too remote out here to justify a team. And pegasi don't control the weather...control is an illusion. They merely direct it."

"What do you mean? I help control the weather every day! It's my job."

"You simply move the clouds to where they are needed. Left to their own devices, the clouds would do as they pleased."

"Yeah...well..." Dash, not having anything to retort, crossed her hooves in a huff. "...You're an egghead..." She muttered.

Antlion sighed, feeling remorseful. He had a tendency to be a bit of a show off and know-it-all. "I'm sorry if I offended you. I didn't mean to belittle the importance of your work."

Rainbow Dash, still a bit aggravated, "I guess it's ok."

Pinkie Pie, until then distracted by the nonexistent scenery, took the opportunity to cheer Dash up. "Oh don't be such a frowny wowny! Look! There's a building up ahead! We're almost there!"

Sure enough, at the top of the hill they were on, a little more than 100 yards away was a concrete complex of several buildings surrounded by a chain-link fence. Celestia spoke up, announcing to the group. "This is Lab 28. Nothing special. They just conduct environmental research out here. Now please go home. No sense in wasting a perfectly fine day in this empty place."

Curiously, it was not Antlion who objected, but Twilight Sparkle. "Actually, Princess, would it be alright if we got a look on the inside? I've always wanted to know what goes on inside this lab."

"Um...well..." Thinking about the consequences of potentially compromising everything, and betraying the trust of her student, Celestia's mind engaged in a civil war. Against her better judgment, she felt she could fool them a bit longer, and hopefully stall them enough. Everything would be fine, she assured herself. "I see no reason why not. Follow me."

A short time later, the group came to the gatehouse, attended by a guard. Upon seeing the Princess, the gate was lifted, allowing them to continue to the large automatic doors. Celestia inputted a code with her horn, and the sound of locks disengaging and servos whirring intrigued everypony. They stepped through as the doors closed, locking tight.

Inside was a large room about three stories high with several desks and a fountain in the middle. Several ponies in white coats stood huddles around something. Before anypony could ask, a mare in a black suit run up.

"Princess! Wha...who are these ponies?"

"Vixen, these are my student Twilight Sparkle and her friends. Twilight, this is Chairpony Vixen of the Royal Scientific Society."

"So you're Twilight Sparkle? Pleasure to meet you." The green pony stuck out a hoof. The lavender unicorn reached to shake it.

"Nice to meet you too. I'm interested to see what you do here."

Vixen's face went pale. "Um...uh...you see there's a lot of clearance to get through..."

Celestia's eyes widened. She mentally facehoofed for not having thought of it sooner. "Yes! There's an obscene amount of paper work and bureaucracy somepony needs to fulfill before they can access the laboratory facilities." She noticed the corpses will still there. "A...anyway, since we'd have to go to Canterlot for all of that, no point in remaining her."

Antlion however wouldn't go so easily. "What a second! I’m not going anywhere until I know why you always wanted me gone, and what do you have to do with it, Princess. Why are you even here?"

The Princess was really starting to loathe that stallion. She fished through her mind for an answer. Before she could land one, though, Rarity caught sight of a reddish mass on the floor. She could see it through the legs of the ponies. Upon closer inspection, she leapt back.

"W...what the hell is that! Is that a pony??"

The others raced towards the circle of ponies. Each of them felt nauseous at the sight; a pony that had been flayed, made devoid of its skin. Next to it was another body. This one had skin, but was cut open and gutted. Fluttershy and Pinkie were shuttering, fixing to go into shock. Rainbow Dash, Twilight, and Applejack stood mouth agape. Rarity rushed to the nearest trash bin and threw up.

Antlion turned to face Celestia. "What did this? What's going on here! I want answers! No half-truths, no lies, no excuses. Something killed these ponies."

"An accident has occurred, which tragically killed these two innocent ponies. It's been contained now."

Before the Dr. could ask another question, the Princess cantered to Vixen for another scolding. She leaned in and whispered fiercely. "Why were these bodies not removed?! Dammit, Chairpony, you may have compromised the entire project. And has the aggressor been stopped?"

"We were about to move them. As for the containment..."

She was cut off from a door opening, leading to the bowels of the compound. A tattered guard-looking pony came in, looking exhausted and horrified.

"Seal the doors! Now! Do it now!"

"What? Why?" Vixen asked.

"Just do it!"

The button was about to be pressed when a voice called out from the hall. It was full of pain and fear, giving everypony an uneasy feeling. "Help! Please! Help!"

Applejack and Rainbow Dash moved towards the hall, but the guard objected. "No! Close it! Do it!"

Nopony did. They wanted to save this poor stallion. AJ and RD crept closer, calling out. "It's ok. Help is here."

Thoroughly disgusted with what they saw, the earth pony and pegasus run as far back as they could. Through the dimly lit hall they saw a pony stumbling and crying weakly. Something was very wrong with him. Everypony went to see what was going on, and they repeated the actions of the former two. A pony came across the threshold, legs broken and twisted. But worst of all his face and back were skinless. He yelled to the horrified group of ponies. "Help! Please!" He broke down in tears at the sheer pain.

The covered guard spoke up morbidly, "What have you all done?"

The implications of allowing the skinned stallion through were felt almost immediately. Hoofsteps got louder and louder down the hall as a dark shape began forming. Everypony ran back to the center of the lobby. What came next, nopony was prepared for.

A large black claw lashed from the door, impaling the skinned guard through the chest. He was slung up, vomiting blood and yelling in pain. Three more legs crept out into the room, revealing a large, hideous creature. Its long segmented neck had a holed teal mane, strange enough. It walked on four razor sharp limbs, and looked at the world with horrible green eyes, the kind only seen in nightmares. On the base of its neck were two small arms with ugly hand-type structures. The leg with the guard gave him to the hands, and the arms moved him closer to the creature's toothy maw. It shrieked, declaring its kill.

Then, the neck began to split open, revealing its veins, arteries, and other innards. Boning protrusions started forming, quickly developing into sharp smaller legs. Their claws dug deep into the wailing stallion, still barely alive, and pulled apart, ripping his rib cage open. The monster's tongue slithered out and separated into three smaller tentacles. They wrapped around the organs of the vivisected pony, and snatched the fleshy morsels from his viscera. The beast fed on the corpse of the pitiful pony, tearing his flesh of with its long teeth. It crunched down on the bones, and sucked out the marrow.

She finished her meal, slipping from her bestial daze. Already the cracked appearance of her carapace was going away. Her terrible eyes scanned the room, and saw a group of ponies huddled together, trembling in fear at her. She stepped closer, staring at her prey-to-be. She hesitated when she noticed a tall white pony with a long flowing mane.

It had actually worked. The alicorn came. She would not die unfulfilled. She needed to seal their fate, fight them on her terms. She looked at the box over by the door. Perfect.

Meanwhile in the crowd, Applejack shook herself from her daze. She held out the shotgun and aimed straight for the monster's leg. In one hit, it was blasted clean off. The black beast yelled in pain as red tendrils grew out and began regenerating a new limb. Dr. Antlion, woken from his stupor as everypony else was after the shot, noticed the limb had a shell and a bone...

Applejack didn't care to notice. She pumped the shotgun and aimed again. Before she could fire off though, the monster rushed to the door and with a swing of her razor-blade of a limb, shattering the control box. She did as much damage to the machinery as she could. But she was sneaky about it. Appearing to be stumbling as a result of her wound, the creature seemed to have accidently broken the door.

Now she needed to make a tactical withdrawal. Sucking in the power of the pony's fear, she made a mad dash for the door, just as Applejack’s slug hit a light, and Celestia's horn was about to blow.

Thus the beast receded into the depths of Lab 28

6. Project Cure-All

6. Project Cure-All

The lobby of Lab 28 resounded with hysteria. Everypony was shaking, mumbling reassurances, trying to convince themselves the horrors just witnessed were but a dream or a hallucination. Fluttershy sat alone, curled up and pouring her eyes out, petrified by fear. Pinkie rocked back and forth in fetal position, weakly uttering "Giggle at the Ghosties" as she shivered uncontrollably. Rainbow Dash and Rarity huddled together, seeking solace in each other's embrace. Applejack hid her fear under her hat, but was mortified just the same. Several white-clad doctors lay on the floor, holding their temples with their hooves.

Twilight Sparkle was speechless. Standing over the dead body of the first pony they noticed, her mind rushed a mile a minute trying to piece together what had just happened. Frozen in terror, she found herself unable to move. Dr. Antlion was in very much the same state, next to the lavender unicorn. But something finally grabbed his attention enough to make a move.

The severed leg.

He walked slowly to it, unsure if the limb were still alive, or perhaps even animate, developing into a separate creature like some alien. That however did not happen. The black talon was still and dead. Its anatomy was strikingly similar to the specimen's he had back at his home. There were even those odd holes in the metacarpal region. A clear, white bone stuck out from the point of removal.

Meanwhile Celestia stood with Vixen, both emotionally better off than the rest. Things were quickly beginning to deteriorate, Celestia thought. The beast had confirmed her suspicions, and now the alicorn had exposed the six Elements of Harmony to an unnatural danger.

Chairpony Vixen, on the other hoof, was concerned more about being fired than the safety. In her briny ocean of arrogance, the suited old mare firmly believed whatever had just attack could be contained. Backup would be brought in, and confidentiality agreements would be signed. A few minor hiccups. Nothing more.

She proceeded to the door and inputted a code...or she would have if the interface weren't destroyed. Sparks flew from the cracked and hopelessly inoperative panel. The door mechanisms were damaged too. She called to Celestia.

"Princess, please break down the door."

Albeit glaring at the pony, Celestia did as she asked, and blasted her magnificent beam of magic at the door. The metals grew red hot, causing the solar princess to smile. The smile quickly faded when the blast ended and the door was unfazed. "Chairpony, why can't I break the door?"

"I...I don't know...try again."

Again she fired the magical stream, and again the metal behemoth of a door glowed a dim red. And again, nothing happened. The Princess had unleashed as much energy as she could, and was growing weaker.

"W...why won't it work? What did you make these doors out of?"

Vixen's eyes widened as she recalled the materials ordered for the lab's construction. "High-quality alloys. Proven to be heat resistance, have immense tensile strength, and be virtually indestructible. It would require industrial equipment to break one down."

"So even I, as powerful as I am, cannot breach these walls? Does this mean we are...trapped within this compound?" Celestia tried her best to be quiet, but her words met the ears of another white pony.

"TRAPPED!! Nononononono!! That can't be! Please! Please Princess! Tell me we aren't trapped!" Rarity was groveling at the alicorn's feet, still trembling. The Princess couldn't find an appropriate response. Rarity looked up with absolute desperation in her eyes. "So that's that. We're trapped in the lab, waiting to be eaten by WHATEVER THE FUCK THAT WAS!!"

If there was ever a time when somepony could tell when a heart broke by their countenance, Celestia was certain it was then. Her own chest pained at the gravity of the situation. Defeat overtook everypony as they gathered, waiting to be devoured by a nameless monster.

The six best friends dropped what grieving they were doing and huddled into a circle, bittersweet smiles meekly forming on their faces. A sort of farewell that meant more than mere words could express. Twilight though sought to break the moment and turned to the Princess. She wasn't quite sure what to think of her mentor; all six of them were disillusioned.

"Princess, w...what was that? And what do you have to do with it? There's no reason to lie; it will come back soon enough." Her melancholic tone was an alleviation of the paralyzing fear felt just moments ago.

Celestia hesitated to answer. What could be salvaged? Were they truly trapped? Was there a way out? Security needed to remain. But she was backed into a corner. Perhaps fragments could be revealed, and hopefully, that would suffice. She cursed her irresponsible rationale, but it was necessary. Now the question remained, would the ever-inquisitive Twilight be satisfied with weak, incomplete answers, trusting the Princess?

The alicorn finally opened her mouth, but was interrupted by a distant Dr. Antlion. "It's a changeling, isn't it? The similarities are undeniable."

"...Yes." Celestia admitted. "A changeling."

The doctor continued. "But not just any changeling; no this one seems special. Princess, what is it exactly? We all saw the hive. All the changelings in that population are dead, save for that one. What did you do to them?"

"I assured you doctor...we did nothing to exterminated the changelings. However they met their demise is as of yet unclear."

Chairpony Vixen chimed in. "That's right! We recovered a specimen, but have not yet conducted any test"

"Another question I have: this originally seemed far-fetched, but the plausibility has increased. Creatures in nature do not possess both exo and endo skeletons, and that thing's shell is made of keratin. I'm completely open to the idea of a biological uniquity, but the dots line up rather well here."

Now it was Twilights turn to join in. "He makes a valid point; the Lab, its proximity to the hive, the unique nature of the Changelings. What does this lab do? And I want the truth."

"Yeah! I ain't much for all this technical stuff, but it don't take a genius to figure out something's amiss." Applejack stood up and adjusted her hat.

"My little ponies...I think there is something you should see." Everypony in the room got up and followed the Princess as she began to move towards a door, heretofore locked. She pressed a button and the metal door opened, revealed a blue-lit room of tanks filled with water and...something else. "THIS is the purpose of Lab 28."

They all looked around, investigating the machines and computers. Rainbow Dash and Fluttershy flew up and eyed the displays. Rarity inspected one tank very closely, and flinched when she realized what she was staring at. Everypony else subsequently grew shocked, except the scientists.

The tanks were filled with small pony-shaped objects bearing eerie black dots, oddly similar to eyes. Small protrusions jutted from the main body, and seemed to be randomly placed. Each was grotesque in its own way, and appeared like a surrealist art piece. But these weren't sculptures; they looked like diminutive ponies, almost like...

Each tank was labeled with numbers, but one in particular stood out. Marked "428", the object was warped and twisted, scarcely resembling the others. Metal fixtures plague its form, resembling a macabre cyborg from a science-fiction story. Upon closer inspection, the implants looked like some kind of life support.

Twilight turned her attention from the tanks, thoroughly creeped out. Her voice trembling, she addressed Celestia. "Princess, what is all this? What are the things inside these tanks?"

"I'll answer that." Vixen interjected. "This is Project cure-All, an ongoing endeavor to discover ways of curing diseases like cancer and congenital disorders, regenerating limbs, and just helping ponykind."

"Why is it so...clandestine?"

"The public hasn't been so receptive of it in the past, but the Princess has always been a big supporter."

Rainbow Dash read aloud an entry on a screen. “‘Subject #428 Diagnosed with following problems: cardiac arrest, cerebral hemorrhaging, advanced hypertensive trauma, and incomplete separation of abdominal cavity.' What the hell? Twi, I...I think these things are...alive."

Twilight was holding her chin, thinking. "Is there anymore?"

"Yeah."

"Read it."

“‘Subject however has proven most receptive of serum batch 3.21. Synthesis levels approached 65% of projected transformation threshold.' Twilight, are they trying to...mutate these...whatever they are?"

Twilight merely looked up at Celestia, her face demanding an answer. "Um...you see...these are..." She had to think fast. Anymore lies would be welcome. "These are Caballiuli."

"Caba...what?" Applejack asked.

"A Caballiulus is a small, magically spawned...puppet if you will." Twilight began to explain. "Back in ancient times they were created to play pranks or even kill ponies. You can charm one to temporarily give it a soul. But...I thought they were a great taboo. Princess?"

"Please see the bigger picture. The scientists here have been trying to bring one to life."

A doctor caught on to the lie. "Oh...yes! Imagine, Ms. Twilight, if we could...transform these...Caballiuli into real ponies, think of the applications. We could cure all diseases and make a world without weakness!"

Antlion spoke up, eyes fixed on #428 "You know, I've seen quite a few films that deal with a similar concept. Doesn't normally turn out well. Am I to assume that the Changelings were rogue fruits of Project Cure-All? 'Cause that was it seems like to me? You all created them, didn't you? And they escaped."

The scientist rubbed the back of his head, stumbling over his words. "Well...um..."

"Yes." Celestia projected. "And this is a very unflattering truth. Please, forgive me everypony. Their secrecy was necessary to prevent widespread panic."

Twilight was stunned. The Changelings were...created? But...why would Celestia ever be involved with something like that? "No. You're kidding Princess. Tell me you're kidding! Tell me!"

The diarch shook her head, her face heavy with guilt. "I'm sorry. It is true."

"They attacked Canterlot...because of you...and they killed those ponies...because..."

"Don't say it." Celestia's eyes began dripping tears. "We tried so very hard to stop them. None of this was ever my intention..."

"And now..." Twilight began

"...We're trapped." Rarity finished.

"Food for..." Pinkie's flat mane visibly screamed her sorrow.

Fluttershy hung her head low.

Antlion wasn't done. "So you tried to stop them? You provoked the Queen. It's the Queen that's out there, right?"

"Yes."

"And you pissed her off..."

The scientist was quick to debate. "We have not! IT is a mindless, merciless monster that exists only to kill! It needs no reason, but to watch you die!"

"Wait a second!" Applejack shouted. "If y’all made one? Why couldn't ya make another? Not that that's a bad thing."

Vixen replied. "Because the original mind behind the project, Dr. Sableheart, was killed by the base Changeling almost twenty years ago. It also managed to kill its caretaker, Dr. Felthoof. It then escaped and likely founded the swarm."

"Twenty years ago...so you've been trying to replicate it the whole time? Twilight reasoned.

"Yes."

"I'd like to believe that, Chairpony." Antlion began. "But the Changeling Queen wasn't a vessel for research...it's obviously meant for another purpose. Its shapeshifting abilities, strong armor, speed, regenerative capabilities...this Dr. Sableheart didn't animate a Caballiulus to find a cure for cancer...he made a weapon."

At that moment, everypony glared at Vixen and the Princess, shouting unintelligibly. "Now Dr. Sableheart's research was his intellectual property―"

"Property?! He made a monster and let it loose!" Shouted Rainbow Dash

"And now it's mad!" Pinkie Pie got fire in her eyes.

"Dammit you completely ignored bioethics!" Antlion yelled.

"It was a necessary component of foreign policy. We just lost control..." Celestia justified

"Control? You never had control!" Twilight summoned the audacity to speak out against her teacher.

"EVERYPONY QUIET!!" Applejack screamed. "Now we're not here to debate right and wrong. I've got apples to buck. Now Doc, ready your gun. And everypony get whatever y’all can scrounge. This thing ain't immortal, nor is it bulletproof."

The tattered guard, still traumatized from the death of his partner, objected. "But...we tried to shoot it...it didn't work."

"What caliber were y’all usin'?"

".22"

"That's far too small. Her carapace is too thick." Antlion knew high caliber weapons would come in handy.

"I'll stick with this shotgun, if'n it's alright."

"Go for it."

"Thanks. Now Chairpony, y’all got any other exits around here?"

"As a matter of fact, yes. On the wall is a map."

Applejack cantered towards a map encased in a glass box. She bucked it, and Twilight levitated the paper out. It was placed on a table.

"Looks like there's one not far from here. Come on everypony!" The lavender mare and all the others had a renewed sense of hope.

"And if anything moves, shoot it." Applejack pumped the shotgun.

The group headed out, Twilight levitating an emergency axe, Rarity with a crowbar, Rainbow Dash clutching a metal pipe, and Fluttershy grabbing some first-aid supplies laying around the lab room. Twilight gave Celestia a mean look before rushing to the front with Applejack.

Vixen opened a door and the group went into the dimly lit hall, eyes constantly watching the surroundings. Anything moves...shoot it.

The Last Changeling, hideously deformed, clung to the pipes on the ceiling. These were her halls now. The invaders would come, unaware of what hid in the shadows. She would bide her time, watching and waiting. Let them remain in suspense, feeding only when her physique dictated. Maximize the fear. The Queen needed energy...power. The ponies were but pawns in her final plan. The real prize would come in time.

Her shell flaked, and small wounds opened up. “So soon?” She thought. She could wait a bit longer. Always threes steps ahead...she knew where they were in HER halls. The darkness was her ally. She could creep anywhere. Change the board to suit her. They were going exactly where she wanted them to. Exactly.

Soon, all would be done...and she could fade away...end her pain...her regret.

7. Giggle at the Ghosties

7. Giggle at the Ghosties

The corridor was dark, cold, and indifferent. The sparsely placed lights gave the ponies just enough light to see…and left just enough shadow for something to hide in. The weak lights produced from unicorn horns did little to brighten up the hall. The sound of hoof steps on the icy concrete was the only ambience. Large, multi-colored eyes trained the ceiling, the preferred hiding spot for a lurker.

Several dozen yards had gone by, and nothing but pipes and wires showed up. Twilight glanced at the map.

"Everypony, turn right here." She whispered

The change in direction was slow and deliberate, as the group readied to face whatever was around the corner. Set to attack, they quietly inched to the next hall, trembling in fear and anticipation. Here it was, the moment of truth. One more step...

Nothing.

The hallway was empty. Everypony breathed a collective sigh of relief and continued towards the exit. The changeling queen was nowhere to be seen.

But Twilight suddenly had a thought. Up until then, she pictured them being attacked by a large monster, the same one that killed the guard a little while ago in gratuitous violence. The dark rooms would be an ideal place for her to dwell and lunge at an unsuspecting pony. But this was a changeling after all. The queen could change form at will, disguise herself as anypony at any moment near flawlessly. Minor personality quirks could give it away, but the gravity of the situation negated the disadvantages posed by a gap in ruse.

Anypony...everypony...could be the queen...hiding under a guise of magic, taking sadistic pleasure in seeing the others become paranoid, turning on friends...

The realization hit Twilight like a piano falling from a tall building. She had now caused herself to slip into paranoia, uncertain if her "friends" were the true-blue ponies she loved.

The last thing she wanted to do was induce panic, but it was only right to alert the others. She cleared her throat and began to speak:

"Ahem...everypony! I think we should do our very best to make sure we all know where each other is at all times...the changeling...she could be disguised as..."

Before she could finish, Pinkie Pie screamed an ear-piercing scream, beginning to hyperventilate. "Nononono she's nowhere near here..."

"Relax, Pinkie. It's ok. Nopony is the queen. And as long as we pay attention, she never will." Twilight lightly grabbed the straight-maned earth pony's chin and directed her face towards her own, smiling. "Do you think you can do that?"

Pinkie's breaths became deeper and she wiped her eyes. "Mhm." She nodded and stood up. The two fillies shared a quick embrace, and continued walking.

The issue aroused Antlion's curious side. "Doctors, how does the changeling "queen" shape shift? I saw it warp its body, and the pictures I saw of her do not at all resemble the equine-like being. And...don't lie."

One of the older, portly doctors took it upon himself to answer. "It's a two-fold process. Dr. Sableheart gave it the ability to change the type of cells throughout its body, such as making muscle cells into neurons and bone cells into skin cells. This is the first part, and allows the creature to change body shape and size, as its base form isn't quite like ponies. It really was a genius example in genetic engineering"

"So she chose to be a hulking beast...hm...what's the second part?"

"From what we can discern, a magical field envelops IT, giving it the appearance desired. Its exoskeleton is non-cellular, and so the field is necessary."

"And SHE was intended for...espionage...Celestia?" He turned his head to the now ostracized alicorn. "Why did you authorize her creation?"

The solar diarch paused a bit, and then responded, a deep guilt in her voice. "Twenty years ago, genetics was the newest science, and well...I felt it important to weaponize it...I'm sorry...my priorities weren't clear. This new age of science and technology still baffles me...a...and...I feared another nation would...develop biological weapons...but I regained my senses...I shut it down."

"The damage was done." Antlion somewhat unnecessarily sneered.

Twilight thought over what had been said and concluded something. "Wait...how could a Caballiulus become cellular...AND use magic?"

"Um..." The doctor stuttered. "I told you it was genius."

"Yes!" Another old doctor added. "Project Cure-All is based around changing the caballiuli into cellular creatures...and I suppose the magic was something bestowed when it came to...life?"

"I guess that's as good an explanation as any...and why do you all insist on calling her an 'It' "? Twilight asked as the end of the corridor was in sight.

"The changeling queen is a mindless creature, genderless, and non-sapient. It probably spawned the swarm by binary fission or something. Dr. Sableheart told us it could not think, reason, or speak."

"Um that's clearly wrong. The queen spoke during the attack on Canterlot. And she planned the attack. How could you say she's not sapient?"

"Simple tricks picked up, like a parrot that can talk."

"This is different! Why are you ignoring the truth?"

Before the scientist could defend their stance, Antlion ceased the opportunity. "Because! It's how they justified their actions. They needed to believe SHE was an object that could be probed and experimented on. Dr. Sableheart seems like a twisted pony to deceive you."

"Sableheart was a genius! And the greatest scientist to ever come out of the RSS!" Chairpony Vixen yelled, joining in the conversation.

"I'm sure he was." Antlion said, heavily laced with sarcasm.

Another corner and the group tip-toed slowly to the edge, slowly moving to the next hall. This was the last hall before the exit, and a red "exit" sign could be seem at the end. However happy everypony was, the tone was remained somber.

Rarity in the meantime had developed her own questions, and took it upon herself to ask them. "Excuse me, doctors, but did you ever name these creatures? The queen could clearly speak, but never divulged a name."

"#16. I don't know where the name 'changeling' came from, but it wasn't us."

"Perhaps she gave it to herself."

"Seems plausible." Agreed Twilight.

Rarity continued. "Did you ever give her a nickname? #16 seems too cumbersome."

"Well Dr. Felthoof, her caretaker, did tend to call her by a name. He got it from the codename of the project."

"Which was?"

"Project Chrysalis."

"Hm...Chrysalis."

"Yes. The program was named after the idea of a creature changing form, like a caterpillar metamorphosed in a cocoon."

"Such a pretty name for an evil monster."

While the group was walking, the sole guard trailing the party felt something grab his body. Before he could protest, a black, wet tentacle covered his mouth, and another wrapped around his chest, hoisting up into the ceiling beams. A hard, sharp object touched his throat, and CRACK! A swift stab crushed his larynx. He could not alert the others. He moaned in silent agony as other appendages dug into his sides, while a toothed maw clasped around his head. The last thing he felt was the bones of his skull split open.

The sound of blood dripping on the floor was the only indication of the stallion's absence. Fluttershy turned around and looked up, seeing a dark object slither through the ceiling and towards the exit. She jumped back.

"A...a....there she is!" The yellow pegasus said, pointing at the shade. Applejack and Antlion each fired their weapons, and hit the changeling, causing a piece of her leg to fall onto the floor.

"Come on y’all!" The farmpony said charging towards the exit and the beast.

Before she could react, though, the spider-like mutated form of Queen Chrysalis covered the exit door. Just as before, she crushed the mechanisms driving its operation.

Their spirits crushed, everypony stood watching their chance for escape destroyed. The two gun-slinging ponies readied another volley and shot, hitting the queen in her torso. The shotgun blast blew a hole in her abdomen, causing snake-like intestines to fall out onto the floor. The changeling shrieked in pain, and her eyes leaked tears, unseen in the darkness. The blast was more than she could take, and her deteriorated state was intensified. Pieces of her armor and bits of flesh fell off, rattled from the concussive force of the slug.

Applejack and the doctor loaded again, but were pushed away when the queen lunged forward, knocking the two back with a leg. She opened her mouth and with lightning speed a tongue-like organ flew out, tipped with a small mouth line with razors for teeth. It grabbed the leg of Pinkie Pie, who tried her best to avoid it. Immediately everypony available grabbed onto her hooves and desperately tried to pry her from the tongue, whose teeth were digging into the party-pony's leg, gnawing flesh from boned.

She cried and wailed in pain. Twilight yearned to end her friend's suffering, and levitated her axe and SWOOSH! The axe head landed straight on the tongue, severing it from Chrysalis' mouth. Pinkie crawled out, hugging her friends dearly, looking at them with large eyes. "Thank you so much!" She cried, never minding her skinned leg. The monster, bleeding profusely from her tongue, tried to retreat. Celestia however wouldn't have it.

With a flash of her horn, a beam of powerful magic shot at the beast's side, reopening the wound that had just healed moments ago. Limping away, Chrysalis shrieked in pain again as the stinging and burning sensations were almost too much to bear. Slipping into darkness, everypony thought she was gone for now.

But her final act in that corridor came from a long, barbed appendage shooting into the crowd, hitting straight into the skull of Pinkamena Diane Pie, killing her instantly. The Element of Laughter's body was pulled into the darkness, and the sound of the queen's steps quickly faded away.

Ripped straight from their hooves, the five best friends couldn't do anything, not even breathe, as they stood in disbelief that their jovial friend was gone. A few moments later and they all broke down, covering the floor in tears, yelling the name of their beloved pink mare. Twilight contemplated giving up, and found herself without the will to get up. Rainbow Dash lost the desire to fly. Applejack, boiling with rage and sorrow, tilted her hat, and grit her teeth, pumping the shotgun.

"I'm sorry, Pinkie...we couldn't save you...but you can be sure as hell we will avenge you. Where's the next closest exit, Chairpony?" She didn't look up from the ground, nor did her heart stop being broken.

Vixen's tone was solemn and quiet. "This way..."

"Come on everypony. Her sacrifice won't be in vain. Y’all can go through the exit, but Ah ain't leaving until Ah have that FUCKING BITCH'S HEAD!!"

Applejack again led the group. The orange pony needed somepony to blame, and Celestia was pretty guilty in her eyes. She glared at the Princess with a thousand times more malice than Twilight had earlier. Applejack maybe wouldn't mind if the white alicorn became another victim of the Changeling Queen.

The farmer mare, stepped forward in a cautious yet deliberative way, seething with rage. The fire in her eyes was contrasted with the wet streams dripping from them.

She was out for blood.

8. Caballiulus

8. Caballiulus

A second time, a group of trapped ponies endeavored to reach an exit, before a cruel and unfeeling monster shut them in. Her power however was weak, enough to be overcome by a bullet, or a pulse of magic. This assessment crushed Applejack's fear, which had now been replaced with an ardent desire for revenge.

Her breaths intensified, her teeth gnashed together in rage, and she shook under the boiling force of anger. The shadows did not deter her steps as she led the group deeper into the complex.

Trailing behind were the broken and sad remains of four mares whose lives were once enriched by the musings of that pink pony. Each held a guilty heart, replaying in their heads the agonizing question, "What could I have done?"

Perhaps there was no right answer, or perhaps they betrayed the best friendship supposedly shared between them. Perhaps they failed Pinkie Pie, creating a soul lamenting the severed bonds of their relationship. Fluttershy in particular, so kind and gentle, nearly collapsed under this prospect; that the ultimate act of malice is treason; abandonment.

Celestia did her best to hide the sorrow she too experienced, but with limited success. The fruit of HER sins had claimed too many. Regret overtook the alicorn. Few situations compelled to her to reevaluate whether she should be wearing that crown or not. Fewer still made her seriously consider abdication.

The suffering grew to be too much for Dr. Antlion. He had watched two ponies die today, and already the group was stretched to their tolerance limits. He understood why Applejack was moving forward, and the doctor knew it probably wasn't ideal to interrupt a mare on a mission. It required him to summon all his courage and audacity to say something.

"Applejack! Stop!" He wanted to take it back as soon as the farmpony turned around, her ire directed at him for the moment. "I...I don't think it's wise."

"That what's wise?" She asked, approaching Antlion in an intimidating manner.

"To proceed to the next exit."

"What? Why not? Do you not want us to get outta here!?" She yelled.

"No! I mean of course I want to leave...but...there's must be some other way."

"Ya mean another exit?" She snatched the map from Vixen and looked over it. "This way's the closest one! AND the only remaining one after that is on the other side o' the lab! Ah ain't gonna risk putting my friends in anymore danger! Now y’all’re welcome to go that way, Doc, but Ah'm going this way!"

"Don't you see? That’s where she wants us to go!"

"Are you sayin' that Chrysy ain't no mindless killer? 'Cause ya got a lot of evidence stacked against you."

"She smashed the main entrance. Over back where we just came from she broke that one too! Her actions are deliberate. She KNEW we would go this way, because it's the closest!"

"She ain't plannin'. She's just hungry, like an animal! She'd eat us all if we didn't scare her off!" Applejack was growing quite tired of listening to this stallion defend the changeling

"No, she's waiting. Chrysalis could've killed us all if she wanted to. But she doesn't. She's biding her time. We're just pawns in her scheme. I don't know why she's doing all this, but I know when we get to the third exit, she'll be right there, and destroy the door, probably killing some of us in the process! I don't want anypony else to die! You must listen!"

"What I'm hearin', Doctor, is a lot of speculation."

"I know it seems that way...but...she must be..." Antlion slowed his speech, thinking for a few seconds. "...feeding on emotion! That's it! Twilight! You said she claimed to feed on love, right?"

"Uh-huh. I thought it gave the changelings strength." The lavender mare replied.

"Yeah! So what if not only love, but all emotions, could sustain her?"

"Ya'll ain't givin' me any reason to care. In case ya haven't noticed, Ah'm not one to wish to understand the mind of a monster. I'd rather just shoot it."

"Ok ok hold on. Hey scientists!" He called over the three surviving doctors. "Did you see if Chrysalis gained say... magical energy from emotion?"

They all thought for a bit. The female one responded. "Now that you mention it...I think we did a study on that. A lot of us were scared of her."

"So I think that fear gave her power. That's why she's waiting; she wants to gather up power."

"Alright Ah see your point. But what does she need the power for?"

Antlion's shroud of confidence disappeared. "I have no idea."

"Well ya tried. NOW YOU'RE TRAPPED! Ah want to run into her again, and put a bullet straight into her skull. Is that ok?"

"We should go to the other exit."

"Fuck that! This way's closer."

"But she knows we're going that way!"

"Alright let's put it to a vote. Everypony who thinks we should go into the long halls of this lab, on the idea that Chrysalis might not be waitin', or followin' us, and spendin' more time in this hellhole, raise y’all’s hooves!"

Only Antlion raised his hoof. Celestia would have, but her status as a pariah would only be worsened.

"And anypony who trusts in me, The Element of Honesty, to get us the shorter way, in one piece, raise y’all’s hooves now."

The rest of the group voted for Applejacks proposal. Twilight gave Antlion a look of sympathy.

"Looks like we go this way. Anypony who don't wanna come can go wherever the hell they want!"

Nopony objected, though the Doctor did grumble, readying his rifle. He could at least make peace with Applejack and offer to help anyway.

The party moved through the remaining corridors, always alert and suspicious of sounds. But to their relief, nothing. About ten yards away was a door marked "Specimen Containment." As Applejack came to it, she noticed it was locked. Rolling her eyes, she turned around and bucked the door off its hinges, causing the metal slab to fly a few feet behind the doorframe.

Chairpony Vixen took this as an opportunity to explain their whereabouts. "This is the specimen Containment center. It's actually one of the larger sections of the compound. The exit should be further up ahead, to the left, and to the right."

"Good to know." Applejack replied. The opening area of the center was full of tables, computers, microscopes and other lab equipment. There were blood stains on some of the objects, and the whole room radiated an uneasy vibe. Nevertheless, the group of eleven ponies continued.

The black creature sat on her haunches, hanging over the cold, lifeless body of a pink mare. She ran her hoof down the pony's length, caressing her curls and examining the haphazard nature of her mane. The balloons on her flank almost filled Chrysalis with a sense of joy...or the closest thing she could ever experience. Every pony the changeling queen had consumed, she loathed her actions. She was a prisoner of her bestial mind, forced to devour the innocent to sustain her putrid form.

But this time was different. The pink filly was harmless, gentle, serene. She heard about this one's exploits while in Canterlot disguised as that loving alicorn. "Pinkie Pie" always brought joy and laughter to the ponies she met. That being wanted nothing more than to make somepony smile.

And Chrysalis removed her from the world.

Such an innocent creature, snatched from life for a petty purpose, the shelled monster could find no outlet for the grief and torment that stabbed her heart other than to weep tears of true, eternal sincerity. Chrysalis hated life, and the ponies responsible for her state, but she hated nothing more in the entire play of existence than her own self.

As saline drops soaked the corpse, the changeling levitated it towards her mouth, and began ripping away flesh. The meat tasted so good...but was drenched in guilt. When the dark deed was complete, Chrysalis' horn flashed. Her form changed as the cells of her body shifted and changed, making her smaller. A final ring of green fire dissipated as the magical veil was cast.

In this form, Chrysalis felt...normal. The shape felt right somehow. Often when she was overcome with guilt and loneliness, the changeling would assume this guise and cry herself to sleep. Her "children" could never understand why or even what she was doing, and the pain only became worse. This time was no different, and in the specimen containment center, the Queen of a race now dead wailed, waiting for the right time to commit her final act, and then exit the stage.

Perhaps hellfires would keep her warm.

Deeper and deeper into the containment area, the group walked slowly, ever vigilant for any signs of movement. So far nothing had caught their attention. Medical tools and desks were all that filled the halls. Another corner came, and this time something interesting came up.

A large, white room, with a very sterile atmosphere, had signs of dried blood along the walls. Applejack leading, the party proceeded inside, clutching their weapons like the life-savers they were.

At first there were no indications of where there the blood came from, presumably from a pony unfortunate enough to be trapped here. However, Twilight noticed a small object on the other side of the room. She stepped closer, Applejack following close behind.

The studious mare then saw a shattered glass vessel....almost like the tanks housing the caballiuli. Looking closer, she gasped at what lay inside the tank:

A small, almost pony-like body, very VERY similar to the caballiuli...but this one was clearer outside of the suspension. It possessed several dark shapes inside its body, like organs of some kind. There were visible cuts, likely from the broken glass, and blood leaked out. Twilight poked it with the end of her axe, and its soft skin dented inwards.

Applejack became equally inspective of it, and finally raised her head. Turning to face Twilight she asked, "Is that what I think it is, Twi?"

Ominously, the lavender unicorn took a deep breath and replied, "I think so."

Rarity noticed the two looking at something. "What is it? What did you find?"

Twilight turned to Rarity's direction. "It's....a fetus."

"W...what?"

"A fetus. A baby pony. Or rather, it would have been."

Celestia began to step back, a futile attempt to avoid notice.

"Surely it's not! I mean...they use those magic things here...right?"

"No. It's clearly a fetus. Right! Celestia! What the fuck is this doing in here??"

This time Dr. Antlion spoke up. "Because 'Chrysalis' ate all the others, and left one...so we'd discover what the 'caballiuli' really are."

"Why are you using actually ponies for your...perverted experiments?!" Celestia closed her eyes and bowed her head. "Dammit answer me!" The element of magic's horn was glowing, threatening the Princess.

"Because..."

"BECAUSE WHY?!" Twilight's horn grew brighter and brighter.

Celestia finally snapped. "You can't bring magic to life! It doesn't work! We tried long ago, but magic can only animate things! They have no life! We NEEDED to use...fetuses! We were going to cure all diseases and create a world without weakness! You disapprove, Twilight." The Ruler of the Sun's eyes began to glow a fiery white. "YOUR SHORTSIGHTED MINDS CANNOT ACCEPT THE NECESSITY OF SACRIFICE!!"

"Sacrifice?? Using unborn ponies to create a weapon, a biological weapon? Forcing a living creature to become a tool of destruction?? Is this the sacrifice you speak of??" Dr. Antlion shouted.

"Where'd did y’all get these fetuses?" Applejack demanded, pointing her gun at Celestia.

The Princess calmed down, her surge of power leaving. She knelt down and began to cry. "I'm so sorry...you're right. There was nothing ethical or justified about my or anypony else's actions...we took them from clinics. It is a dark truth. I realize now though...Twilight...nothing is worth this. All my actions have done is create a monster...that has killed so many..." She swung her hoof and knocked of her crown. "I deserve not the throne...I have caused my ponies far too much harm. Your animosity is understood, and I hope you never forgive me..."

Applejack was shaking, and rage filled her voice. "You're damn right Ah'll never forgive ya. This little experiment of yours done took Pinkie Pie. Ah say fuck you, Princess." Cocking her shotgun, she slightly relaxed her angry expression. "But we ain't gonna survive here if we don't work together. There'll be time enough for pointin’ hooves after the changeling is dead. Now get up, and everypony come on! The exits just ahead!"

The Princess did as she was told, but was forced to get up again after Applejack knocked her down with a hoof. Picking up the crown, the orange filly remarked, "Ah reckon the gold in this here crown will be enough for Granny Smith's hip replacement." A smug smile, reeking malice, was flashed at the penitent alicorn.

A few minutes later, the party was caught off guard by the sound of...crying? Everypony tensed up and crept forward, prepared to faced whatever was there. The voice sounded like a pony...but maybe that's what Chrysalis wanted them to believe.

Slowly stepping towards another hall, a shadow was visible, laying on its backside, head hunched over, and forelimbs up at its face. Behind the shape was the door, or what was left of it. It was broken, just like the other previous two. “Dammit”, Applejack thought, silently stomping her hooves.

Nevertheless, they moved closer to whatever was there. It didn't seem to notice them...as if indifferent to the world. It just sat there, weeping. Then suddenly, as if something stirred its interest, it stopped, perked its head up, and glared straight at Twilight. It came closer towards them, and stopped in the light of an overhead lamp.

The creature standing before the eleven ponies was a tall, slender mare, with white, almost pure fur. Her mane was pink, as was her tail. The two large eyes staring at them were magenta. Her flank was devoid of a cutie mark, but it was hard to discern from the large wings folded against her back. Curiously though, a long, white horn jutted from her forehead.

She was clearly an alicorn, and that fact alone aroused suspicion. Dr. Antlion first threatened the pony.

"Get back Chrysalis! I know it's you!"

The alicorn blinked, and then smiled. Then for the first time during the whole ordeal, Chrysalis replied. "You see through my disguise. I commend you."

"Skip the bullshit. Ready everypony?"

He counted to three and at once the guns were fired and the melee weapons were swung. But before anything hit, a green bubble flashed, causing the objects to stopped dead in their tracks. Unsure as to what was going on, Rainbow Dash swung her metal pipe again. Still the same result. Again, the pipe met the green magic.

"I'm afraid you cannot harm me...everypony except Celestia."

Celestia couldn't use her magic however, because she was too distracted by the alicorn she saw before her. It seemed so familiar...and she felt...uneasy about hurting it.

"Your trance is expected."

"Why can't we hurt you?" A flustered Rainbow cried out.

"I have summoned a force-field. Only the most powerful of magic can dissipate it, and not even the lavender one can muster the strength."

Applejack gritted her teeth and lashed out at Chrysalis, banging on the bubble. "Why are you killin' everypony? You took Pinkie Pie! You better hope that 'force-field' don't break, 'cause Ah'm gonna tear you limb from limb, you monster!"

"Why do you lament me killing ponies for sustenance, while you kill my offspring simply because the existed? The spilled blood of changelings could drown all those I have taken, but nopony cares. Never have, never will. But I understand. And now my brood has died; there are none left." She faced the doctor. "You. I remember you."

"We've never met."

"We have. You found two of my babies, before they died of hunger. Meat was scarce, and there was no emotion to grant them power. I saw all the swarm saw. I was everywhere they were. I was the swarm."

Twilight was tired of listening to whatever ramblings the disguised beast was spouting. "Enough! I'm sorry ponies killed your kids, but that doesn't mean you take out your anger on innocent ponies!"

"I kill because I must. I came to Canterlot to stop the ruthless slaughter of my hive. For nearly twenty years I have endured this. I felt every year the fire consume them, the bladed cutting them, the pain and suffering. I wanted to stop it. But such goals are unnecessary now. The swarm is gone. And soon I shall be too. I am dying. The proteins that grant me my abilities are now unstable, an unforeseen event. I am decaying."

Green fire formed around her body. A large, tall black creature, with large insect-like wings, gnarled horn and teal webbing mane stood, her back covered in an iridescent carapace. She held up a perforated hoof, tattered and cracking, with strings of flesh falling off. "My entire body will soon fall apart, and I will be powerless to stop it. But meat can keep me alive long enough." Her voice was noticeably different, now having an echo, as if multiple ponies were speaking at once.

"L...long enough for what?" Rarity struggled to say.

She smiled, bearing her fangs, and looked at Celestia. "I'm afraid that will have to wait."

Her force-field began flashing, and was lowering. Chrysalis noticed this, and quickly leaped into action. Her carapace split open at two points, and a tentacle came from each hole. They grabbed two ponies, one an old scientist, and the other the white unicorn with a purple mane. Lightning fast, Chrysalis galloped as quickly as she could down the hall, dragging away the two screaming pones.

Before she was lost in the darkness, Applejack was able to blast of her hind leg. The group of nine ran as fast as they could as well to try and catch them. The screaming of Rarity empowered Rainbow Dash to fly under the influence of adrenaline.

A voice called out. The cyan pegasus instantly recognized it as Rarity. Under a lamp in the hall, the white mare was laying on the floor, with what look like a broken leg. Rainbow Dash picked her up and gave her a deep embraced. The rest followed, as tears of joy sprinkled the grated floor.

"Are you ok, sugarcube?" Asked Applejack.

"Yes...I'm fine...just...a...OW...sprained leg."

"I'll fix you up." Fluttershy opened up her first aid kit, and wrapped the leg as best she could. "Where's the...stallion?"

"I'm afraid...he didn't make it...I managed to wriggle myself free but...we wasn't so lucky. Chrysalis has gone deeper into the lab."

"Dammit we had her." Cursed an angry Twilight.

"Looks like we have no choice but to use the last exit." Applejack conceded.

"It's this way." Said Chairpony Vixen.

"Yes just let me..." Rarity tried limping along, and was propped up by Fluttershy. "Thank you darling."

The yellow pegasus smiled. She then glanced at Rarity and noticed something...off. Her skin wasn't as warm or soft...and the fur wasn't quite as it should have felt...

But Fluttershy didn't think much of it, and decided it was more important to help her friend through the halls as they made their way out.

The group now continued down the new corridor, stretching far down to the other side of complex. Somewhere through twists and turns, Chrysalis would be hunting them, and that's exactly what they wanted.

9. Paranoia

9. Paranoia

The long halls of Lab 28 were bathed in darkness, only periodically lit by fluorescent lamps above the floor. Ten ponies depended on this route as their last hope for survival. Somewhere at the end of this corridor was the fourth and final door. But before they saw the sun again, a final showdown would be had with a black mutant.

She infected their minds, seeding fear and nurturing it. Every encounter caused it to grow and grow. Hate, too, escalated, driving them forward for revenge.

Fluttershy was too concerned about aiding Rarity, what with her broken leg. Applejack was too angry to let her fear overtake her. Twilight's methodical mind stuck to the task at hand; getting out. Therefore Rainbow Dash was left to the terror that gripped her heart, alone.

She kept seeing the shadows, imagining in her mind the changeling slithering, crawling, creeping, or whatever means the monster used to move itself. Its large white fangs bearing down on the pegasus, and tearing her to shreds. It was quick and cautious, lying in wait. Rainbow Dash had watched tons of horror movies, and knew that at the end, only one or two survived. The cyan mare knew she would be next.

Meanwhile below the flier, Applejack and Antlion walked side by side, both having their weapons at the ready. The farmpony looked down and sighed. She then turned her head towards the tan stallion and addressed him in sincere tone.

"Um...Doc...Ah uh...Ah just wanna say Ah'm sorry. You were right...we should have gone this way in the first place. If we'd've listened to you, well..." She closed her eyes and stomped the ground. "That scientist would still be with us... Ah'm so sorry...Ah let my stubbornness get the best of me. Ah was playin' with my best friends' lives! Ah..." The normally tough pony began to cry. "Ah already lost Pinkie Pie...this is mah fault..."

Antlion didn't know how to respond. He was never very good at helping ponies cope with emotional problems. So he replied the only way he knew how. He thought it was the absolute worst way to respond.

"It'll be ok...as long as we stick together..." He then gave an awkward smile.

She wiped her eyes and smiled back. "You're right. Need to toughen up for now."

Applejack seemed to feel better at merely somepony saying something, thought Antlion. Thank goodness.

Behind the two, Fluttershy supported the incapacitated Rarity. Shortly before, the yellow pegasus splinted her leg with the crowbar she dropped when Chrysalis snatched her. Fluttershy thought the white unicorn wouldn't be able to wield it anyway.

The two slowly followed the rest of the group, silent and paranoid. Being strong for her friends, she vehemently fought the urged to cower and curl up into a ball. It was a battle she was winning...for now.

Scanning around the room, Fluttershy eventually fixed her eyes on Rarity. Looking at her eyes, she noticed there were fewer eyelashes. A couple seconds later, the implications of that formed in her mind. She examined all the evidence; Rarity was colder and "harder" than she normally was...her fur wasn't as warm or soft. No fake eyelashes. Something wasn't right...

With a loud gasp, the pegasus quickly jumped out from under the unicorn's foreleg. Timidly she began to protest.

"R....R....Ra...that's not Rarity!"

All eyes were on the pink-haired mare as she blurted out her accusation. Rarity was quick to object.

"W...What? How could you say something like that, Fluttershy?" The white pony's eyes began to water. "It's me. Your best friend Rarity! Please!"

Twilight sided with her. "Of course it's her. Fluttershy, why would you say something like that?"

"B...because her eyes...her eyelashes! The fake ones, I mean." The pegasus began cowering behind Twilight. "She always has them...and now she doesn't."

"I assure you, Fluttershy...I AM Rarity. My...eyelashes were...rubbed off when that terrible creature took me." Rarity began sobbing. "Please, everypony. It's really me."

"That's a hefty accusation, 'Shy. The eyelash thing seems pretty superficial to me..." Applejack added.

"Maybe um...yes...but when I was supporting her...I uh...Rarity seemed off. She was sort of cold and hard...she's Chrysalis!"

“‘Cold and hard'? Do you have any idea how silly that sounds? She was drug across the floor. It's filthy and cold. Rarity needs us right now after she almost died! She doesn't need you saying she's the changeling!" Twilight put her front leg around the white mare.

"No! You must believe me! She's..."

Fluttershy was cut off by the sound of screaming coming from down the hall. Everypony turned to see what was going on. A bloody stallion crawled forward, his body mangled and torn. He was missing his two back legs, and the skin on his back was gone.

"Help me! I need medical attention!"

"It's one of the scientists!" Applejack shouted. She overcame her initial revulsion at the grotesque state of the stallion, and rushed over to him. "Don't worry. We'll do all we can. Fluttershy! Get some gauze!"

Fluttershy began treating his wounds. Rainbow Dash looked at the broken pony and thought for a second.

"Wait a minute. Rarity, didn't you say...he got eaten?"

"Yes! It's her! Shoot him...her...it!" The white unicorn urged.

"No no! I'm real! SHE'S the imposter! I saw that poor mare devoured...alive! Shoot HER!" The stallion cried.

"Do it! It's not Rarity!" Fluttershy concurred, wrapping the injured pony's wounds.

"Fluttershy...why? Unless..." Rarity paused. "YOU'RE Chrysalis!"

"No! How could I be her? I never left anypony's sight!"

"Exactly! The perfect cover!" The accuser continued. "You always brought up the rear, and she could've snatched you up without even knowing...poor Fluttershy...YOU MONSTER!"

"You would've heard me scream! Especially Rainbow Dash

The cyan pegasus replied. "Of course! You've been here the whole time! But...maybe it is the stallion..."

"Please! Look at me!" The bandaged pony shouted. "I'm in terrible pain! Don't!"

"Well if it's not Fluttershy..." Celestia, heretofore silent, felt she needed to support one of the elements of harmony to regain SOME credibility.

"It's not me! Please! I'M Rarity!" The purple-maned pony pleaded. "You're not going to believe some pony you just met over one of your best friends, are you?"

"You gotta believe me! I SAW her being eaten!"

Applejack pointed her gun at the stallion. It's true; she'd never believe that stallion over Rarity. And she didn't want to even think about the idea that her dear friend had perished, and an imposter took her place for some sick purpose. In an adrenaline-fueled moment of rashness, the orange mare shot the stallion, blowing a large hole in his ribcage. He collapsed to the group, lying in an expanding puddle of blood.

Everypony was shocked, and dared not to say anything. They expected the dead pony to begin transforming, or the magical guise to wear off. Something to indicate it was Chrysalis. Nothing. About a minute later, they all realized he was real, and truly dead. Applejack began trembling, her eyes filling up with tears. "What have...I done?" She backed up, and in her dazed state, Fluttershy snatched the gun away from her.

The pegasus pointed it straight at Rarity and BAM! The white mare fell over, just like the first pony. Twilight shook herself from her disbelief and stared at Fluttershy. She grabbed the pegasus and swung her hoof, bashing the side of her head. "You bitch!! You killed Fluttershy! And now you killed Rarity!!"

Twilight was about to hit her again, but the yellow mare screamed through her tears. "No! I'm Fluttershy!!" She glanced at Rarity’s corpse. It began to rustle. "Look!"

The body twisted and convulsed, and then stopped. Suddenly four long black legs, like those of an insect, sprouted from her chest and abdomen, piercing through the magical disguise. Its mouth opened and fangs sprouted out as it bellowed a loud roar. Scurrying off, too quick and sudden to be stopped, two tentacles spontaneously formed from it, wrapping around the body of the dead scientist. Before leaving, it turned around, looking at the eight ponies with its eyes, no longer Rarity's azure color, but now cat-like green eyes. The eyes of a demon.

At first Chrysalis looked like she was about to speak, but then just ran off.

Everypony just stood there. Utter disbelief filled them all. The ones who could have maybe gotten a shot or two of lead or magic were too stunned to react. Twilight looked back at Fluttershy, her head bruised. The lavender mare gently set her down, and proceeded to bring her hooves up to her face. They had some blood on them.

Twilight then curled up, rocking back and forth. Her mind was now officially broken. She gave up. Applejack, throughout most of this ordeal very strong, shook in fear and sadness.

Rainbow Dash and Fluttershy joined the two in mental breakdown. Chrysalis had done it. She'd won. And now they only had to wait for her to finish the job.

Celestia retreated into the shadows to sob silently. Vixen, indifferent to the suffering of others, scoffed their actions in her head.

The two remaining scientists embraced, waiting for the end just like the four mares on the floor.

Antlion was horrified. Two more ponies were now deceased. He looked at his rifle, then at the mourning group, then down the hall. He couldn't endure anymore. He pointed his gun barrel at his face, and readied himself to pull the trigger.

A quick bullet was the better of the two options.

10. The Doll

10. The Doll

Deep in the dark passageways of Lab 28, hopelessness permeated through the air. Eight ponies, the pawns of the psychological and physical abuses of an insane, vindictive monster, each lamented their situation. Whatever powers that be condemned them all to die in a dismal building in the wilderness. Just like those before them.

Four colorful mares sat together in the middle of the corridor, huddled in a circle. Pain throbbed in their hearts, sapping away all will to live. The axe Twilight has possessed could have granted them their wishes to see the two lost mares again. Self-preservation alone stayed the hoof of the lavender unicorn, however weakly.

And nearby, Dr. Antlion held his rifle to his face, warring in his mind on whether to pull the trigger or not. Each side debated and argued: "it'd be over quick, don't lose hope, it's much more dignified than being a meal, your corpse will only be eaten later." Neither side made headway, and for several minutes the barrel shook as its bearer froze up with indecision.

Hidden in the shadows, Celestia wiped her tears. The guilt had broken her, and now she too lost the will to live. But she knew full well suicide was not an option, at least not for her. Her life could only be extinguished by different means. Regret was no stranger to the alicorn, but its pain never lessened with age. But every time she learned to cope. The lamentation phase was over. It was time to make things right. Or as right as they would ever be.

She noticed the Dr. with his gun. Taking a deep breath, the solar demi-goddess slowly walked forward. She placed her hoof on the muzzle of the weapon, and gently lowered it from the tan unicorn's face. She then stared at him for a brief moment.

Antlion looked at Celestia's eyes. The large, magenta pools were filled with sympathy. Slowly, the rifle was directed to the ground. The doctor let go, never ceasing eye contact with the alicorn. She never smiled, or frowned. Just a solemn expression.

The rest of the ponies took note of the odd silence. Looking at the tall white pony, her flowing mane the only moving thing, tears and wailing stopped. The Princess of the Sun turned her head, scanning the seven others, who had given her their undivided attention. Taking another deep breath, she began to speak:

"I...I..." The words died on her tongue. Even so, everypony still stared, waiting for Celestia to find the words. A few moments later, she began again. "My hooves have been stained by the blood of those Chrysalis has taken...I...I can never bring them back..." Her breaths quickened and her chest heaved in short spasms. "I'm so sorry...but we must find hope. Not for us...but for those lost. Please. Do not let their memories die here. She has done all she can to break us down...and it worked. Let's push back. Too paralyzed with fear, we became...especially me...hesitant. We must correct our mistakes. I know I have lost all credibility, and your contemptuous feelings towards me are justified―NO, deserved. But let's concentrate on getting out of here. After we are free," She knelt down in a submissive manner, bowing her head. "I would expect nothing less than for you all to make me pay for my crimes."

Applejack was first to rise. Swallowing her pride, she held out her hoof to Celestia. "You're right, Princess...If we had been more decisive, perhaps..." The orange pony fought back tears from her freshly-dried eyes. "Let's go. Pinkie Pie and Rarity deserve a proper...burial."

The rest rose, finding truth in Celestia's words. The passed must be honored. Enthusiasm was altogether unknown, as was zeal and inspiration. But the notion of doing right to the dead alone was enough to convince the others.

The old formation was assumed. However, this time, Celestia was welcome in the front, alongside Applejack. The stallion scientist brought up the rear. Fluttershy, now clutching Rarity's crowbar, flew beside Rainbow Dash, who still had her iron pipe. Twilight followed directly behind the leaders, while Vixen and the female scientist were somewhere in the middle.

Antlion however was almost left in the dust. He was too distracted from what just happened. Not Celestia's appeal...but how she was staring at him. Not quite the staring either, but with what she looked at him with. Her eyes, those magenta eyes...eerily familiar...like he had seen them before...but not on Celestia...

"Hey Doc! You coming?" Rainbow Dash called out to the stallion, waking him from his daze.

"Huh...oh yes! Wait up!" He picked up his gun and galloped over to the group. The matter of the eyes however didn't leave his thoughts.

The hall remained dimly lit and silent, save the sound of hooves stepping on the metal plates. Same as always. There was no sign of Chrysalis. No faint noises or looming shapes. Or so they thought.

The changeling queen was in fact present. Utterly silent, invisible, and motionless, the black demon located her next meal. The mentality of a predator was to never pick on a full heard, but instead snatched the straggler; the stallion, who for some reason was a good twenty feet behind the rest, and looking tired. It was too easy, she thought. Deploring her following actions, she quietly outstretched a limb, shapeshifted into a sickly hand with pointed fingers. She used it to cover the rear pony's mouth, and without a sound, brought him up.

She retreated into a more secluded place; a small room with several tables in it. She was quick in her movements, and was now far away from the other seven ponies. He looked at the terrified stallion, and leaned, flashing dozens of white, pointed teeth at her prey. But she stopped, and examined his leg. It was wounded near the knee joint. Chrysalis thought for a second, and concluded that during her escape as "Rarity", she must have snagged his leg.

Even stranger is that nopony seemed to ever notice. Why didn't he tell them? Perhaps everypony was too distracted by her that it was forgotten. She would never know the answer to this inconsequential question.

Nevertheless, it was an easy hunt. She glanced at the stallion's face, his eyes filled with raw fear. She whispered into his ear. "You will find peace soon, innocent creature." Then, one hand still over his mouth, she pointed her other hand at his chest. He watched as the appendage's digits crackled and bent, receding into the limb. Within seconds the hand had become a long, razor sharp claw, like that of an insect.

He hyperventilated, and closed his eyes. The last sensation he knew was the stinging pain of the claw diving into his chest, impaling his heart.

Chrysalis proceeded to eat the pony. Her fangs ripped flesh and her molars crushed bone, allowing her to suck out the marrow. When all was done and nothing was left but blood stains, she reformed her body into the changeling shape that was her true form. She raised her hoof up, and generated spines on the other. Bringing down the spiny limb across the normal one, she cut deep marks in her foreleg. She clenched her teeth; the pain was horrible. She harmed herself after each meal in an effort to show herself what she had done to others.

After three passes, she looked at the cuts. They started to heal. It hurt her even more that she could not scar; there was no mark of her shame. Except this time. They were slow to close up, and bled far longer than they should have. “Oh No!” She thought. She just ate! The decaying process was accelerating. Already her teal mane began falling out. A couple hairs landed on the floor. She was running out of time.

She needed as much time as she could get, and the only thing Chrysalis could do now was...eat again. Using her keen sense of smell, she located the group.

Crawling along rafters and beams, she readied herself to sin once more.

Back in the hallway, Fluttershy was doing what the rest were; looking around for any sign of the changeling. Then she looked in a direction nopony else did: backwards. After all, she wasn't the last one. There was a stallion paying attention to the back. Right?

The yellow pegasus turned her head and gasped. Darting forward she alerted the de facto leaders.

"Everypony! The...the stallion...I'm sorry I don't know his name...he's not there."

Twilight looked towards the back, and true to Fluttershy's word, he was nowhere to be seen.

"How could she have gotten him without us knowing?"

"It's ok it's ok!" Applejack tried reassuring them. "Maybe he fell behind. I mean do ya'll really think Chrysalis is that sneaky?" As always, the farmpony proved herself to be a terrible liar.

"If he got left behind, we should go find him!" Rainbow Dash suggested.

"I unfortunately must object." Chairpony Vixen said. "Anypony who falls behind, gets left behind."

"But we have to look out for each other! How else will we get out of here?"

"The stallion proved himself slow and ultimately a liability. He has bought us time. Let's use it."

"How can you be so cruel!? Why don't I throw you down the hall and leave YOU behind?" Rainbow swooped in, her face inches away from Vixen's.

"Stop it! Both of y’all! The Chairpony's right, Rainbow. Ah'm afraid we can't go back."

"But...but..."

"It hurts me too, Sugarcube. But we gotta go on."

Glaring at the Chairpony, Dash flew back up beside Fluttershy. "Fine.”

"We should take a moment of silence, though."

Everypony nodded, and about three long seconds were spent honoring the stallion. After that was over, Applejack led the group further along the corridor. A few feet further and something appeared in the distance. The Element of Honesty studied it and shouted:

"Look! It looks like a room! We must be close to the exit!"

Sure enough, as they all galloped closer to the end of the hall, a medium-sized room came into view. It was round and filled with several dust-covered desks, each with its own outdated computer. Bookcases covered the walls, and a few wilted potted plants were placed around the room. Over on the left wall was the universal symbol for restroom.

The female scientist, the last one, rushed over there. "Ah, I need to use the restroom. Be back soon, everypony!"

"Wait! We don't have time!" Twilight objected.

"I'll be quick!"

"...Hold on...fine." She conceded. "Somepony, go with her. Better safe than sorry. If you see anything, yell as loud as you can."

"Got it! I'll go!" Fluttershy, wanting to be more than just a liability, overcame her usual timid disposition and elected to accompany the scientist. Within seconds they were both inside the restroom.

Antlion, taking this short break to glance at the objects on the desks, went over to a dusty oak specimen. On it was a nameplate that said "Dr. Felthoof". He addressed Vixen.

"Chairpony, what is this room?"

"I believe it's an old office room. I don't think it's used anymore. In fact it might have been forgotten outright. I can only imagine what state the bathroom is in."

"Hm..." Antlion heard what she said but didn't acknowledge it. Instead he opened a drawer which looked like it hadn't been opened in quite some time. Inside the drawer was a small black object. Using his magic to levitate it out, Twilight gasped at what he had in front of him.

"What is that?" The lavender mare asked, shocked.

"I'm not sure." Replied the doctor. He was "holding" a small plush doll. It was black and looked to be hoof-stitched. It would have actually been rather cute, if not for what it seemed to be modeled after. The plush was in the shape of an alicorn, but the horn was gnarled, while the wings were jagged and insect-like. The mane on it was teal, and the eyes a sickly green color. Along the back was a familiar carapace, complimented by a ridged "cradle" around the stomach. Strangely, the doll appeared to have had thread sewn in such a way that it "smiled".

"Is that supposed to be...Chrysalis?" Applejack gave the toy a puzzling look.

"I think so." Antlion said.

"Well Dr. Felthoof was the creature's caretaker. Perhaps he became bored." Vixen shrugged.

"Maybe."

Meanwhile, in the restroom, Fluttershy stood by the sink, somewhat embarrassed that she was in the same room as a pony trying to..."relieve" herself. Nonetheless, she remained vigilant, ready to leap into action if anything funny happened. She looked at herself in the mirror. Fluttershy had become very dirty during this ordeal, and her mane was messy.

Still looking at the mirror, she then noticed the mare in the room with her was being very quiet. How unusual. She knocked on the door of the stall.

"Um...hello? Are you ok in there?"

No answer. She knocked again, trying to be louder.

"Is everything...alright?"

Again nothing. She became worried.

Shifting into assertive mode, the pegasus used her adrenaline-fueled muscles to rip the door off its hinges. Had there been something normal behind the door, she would have been impressed by the feat. But what ended up being in that stall was too horrible for Fluttershy to think about her strength.

The blank expression of the mare looked at the pink-maned pony. Half her body was missing, covered by the large toothy maw of Chrysalis. The scientist's entrails began to leak out, staining the bowl of the toilet red, brown, and yellow as blood, excrement and bile flowed out. Numerous tentacles sprouting from her neck wrapped around the lifeless body Fluttershy was meant to protect.

Fluttershy turned around, stunned with fear, and vomited all over the restroom floor. The Changeling paid no attention as she feasted on the other pony. Finally she finished, swallowing the masticated chunks that were once a doctoral graduate. The yellow mare screamed, darting out of the restroom into the office room. Chrysalis lashed out her tentacles that tangled around Fluttershy's leg just as she made it out of the room.

"HELP!!" She was caught by Twilight's magic, and a tug-of-war began between the black creature and the magic student. Applejack and Antlion sprang into action, aiming their guns. A second later and BAM! Chrysalis' chest was bleeding profusely. Celestia's horned glowed, and then a blast came out, incinerating Chrysalis' right forelimb. Rainbow Dash swooped in and pounding her forehead with the metal pipe she wielded. Fluttershy remembered the crowbar she, be some act of divinity, had not dropped. She swung the curved end straight into the base of the Changeling's tongue. This was the straw that broke the camel’s back, and Chrysalis lost her focus.

Twilight now easily pulled Fluttershy towards her, and the yellow pony pulled the crowbar. Its imbedded head tore through the beast's tongue, causing it to merely hang by a few strands of muscle. The weight of the organ caused it to fall on the ground, tearing itself from her mouth. Chrysalis squealed in pain as blood spewed from the stump.

Applejack and Antlion shot again, hitting her throat. Again she bellowed due to the shear feeling of having her trachea crushed. She could've used magic to throw up a shield as she had done earlier. But she needed her magic. But she knew without it, this battle was futile. Rearing up on her two hind legs, the gross mutilated being shrieked in defiance.

Before Chrysalis could retreat, Fluttershy, this time having dropped her crowbar, grabbed the closest thing she could find. In this case if was a small black doll. She would have felt foolish if it was ineffective. That however was not the case.

Chrysalis stared at the doll before her. She recognized it immediately. Backing up slowly, trembling, emotions welled up inside her. Her heart pounded in her freshly healed chest, and she cried. She couldn't act or move, only quiver at the sight of this black plush. Only Celestia's second blast, blowing off several tentacles on her neck, woke the queen from her stupor. Quickly she ran off, towards the exit. Roaring echoed from the hall back into the room everypony was in.

Nopony knew what they had just seen, but they didn't care. Twilight helped Fluttershy up before giving her a hug. They had saved one pony, and now things seemed less bleak.

The final stretch was upon them. Soon all this would be a horrible memory.

Still, what was it about that doll? Maybe because of the uncanny resemblance? Each contemplated the plush as they went through the archway into the passage. The doll sat on the floor, being the strange image of a strange creature.

11. Queen of the Changelings

11. Queen of the Changelings

Chrysalis ran through the hall, far away from the ponies she had just escaped from. In her current form, she looked like a very tall and slender pony, easily twice the height of Celestia. Her legs however did not end in hooves, but rather sharp talons which scratched the metal floor with every step. Her mane and tail were still teal, filled with holes, but the mane was surrounded by several long tentacles that swooped back as she galloped. Jutting from her back were two transparent insect-like jagged wings, and between them was the iridescent carapace, reaching down to her haunches.

She had changed her head into a bestial shape; her teeth were numerous and pointed, and her muzzle was long and narrow. Above her green, reptile-like eyes was her characteristic gnarled horn, and behind that sprouted a crown-like arrangement of four antennae. Once they connected her own brain with those of the swarm. Now there were vestigial.

All in all the form was not too different from her base self, just blown up and exaggerated to appear threatening. Even so, she was still a monster; a carnivorous beast who took joy in the pain of others. Or so she appeared. She took no joy, no happiness from the dark deeds fate had compelled her to commit.

In an isolated room, far from the path the seven ponies would tread, Chrysalis reverted to the alicorn-type true shape. Her size shrank, and her features became more muted. Millions of cells shifted and changed, some being consumed and the matter rearranged within her body. As a result, she became denser, all the mass concentrated in a smaller body. Her transformation was completed in mere seconds, and the mucus secreted from glands in her skin solidified into a newer, more compact exoskeleton.

She now looked just like that small plush she saw only minutes before. She brought her hooves up to her face. Starring at them, she imagined the blood that stained her very bones. The doll reminded her of how far she had fallen; of what she had become. She cringed, shutting her eyes as tight as the pain in her chest.

She recalled the happier, simpler times that doll represented.

The earliest thing she could remember, deep in the recesses of her mind, was a dark, warm existence. That memory should never have remained, but it did. And throughout her life, it haunted her.

She could not explain it, but even with her senses weak and useless, she could still "feel" her surroundings. She knew she was in a small chamber...her tiny body hardly recognizable. Curled up and still, she did nothing; nothing but listen to a sound she heard below. A constant, soothing, calming, rhythmic beat. Thump...thump...pause. Thump...thump...pause.

Time was meaningless; her mind couldn't understand anything, perhaps because it wasn't there. The only thing she knew was the thumping. It could have been months or weeks or seconds or days...but in the end that calm time ended.

The last thing she could remember from this time was the touch of two objects...very cold. Later she could identify them as...metal. They clasped her undifferentiated form, and pulled her into a very cold...and dry environment. The thumping ceased, and then all was dark.

Again, after an unknown length of time, she sensed the world. But it was far different. An alien world, much bigger than the previous. Shapes wandered about, looking at glowing objects. In time she would watch them, and learn what they said and did. These shapes became...ponies...and around her was a glass container. Her body became more defined. A small bump emerged from the large half that steadily separated from the other half. The small outstretches grew longer, six of them in fact, as the number became known as. Long strings stuck onto various locations on her body.

She knew what was going on, but she could not move. As far as the ponies were concerned, she was...as they said "inactive." It was a word they used often to justify horrible actions.

Very thin metal rods were plunged in her soft tissues, causing agony to vibrate through her mind. A reaction to this event was well remembered:

"Stop! You're hurting it!" An orange pony said, with a much larger "bump" protruding from its head.

"Don't be so squeamish, Dr. You know it can't feel." Another pony talked, with the same kind of bump, only its color was grey.

"Look at the hormone levels! Obvious reactions to pain!"

"The injections are saturated with hormones. Of course the levels are going to rise!"

"Its neural activity is increasing! Identical to pain reactions!"

"No, it's a sign of brain development. It’s growing."

All opposition from the orange one was soon ended. The grey one threatened it often.

Unencumbered, the dark grey pony continued to abuse her. The nameless body in the tank was subjected to horrific tests and experimentation.

All types of metal objects were stabbed into her, sometimes cutting and drilling. "Injections" became daily, and she grew larger and larger. Several times she was transferred to a bigger tank. Her shape became similar to those outside; she was like a pony. But a horn and wings grew from her, unlike all the others, which seemed to have either one or none, never both. She was hairless, and her flesh was red, for her skin was still very thin. Dark shapes moved inside her, and her head grew fastest of all.

It was during this phase that the grey one, whom the tank creature had learned was called "Sableheart", committed his cruelest series of test.

All types of remote control devices were submerged in the tank. Whirling blades and scalpels sliced into the ossifying cartilage of her chest, splitting her ribs apart. Mechanical arms grabbed the edges and pulled in opposite directions, cracking the new bones from her spine. Needles took turns goring her organs, while the arms peeled away the skin of her legs, examining the vessels beneath. One instance, her very skull was pried opened, and the delicate organ inside probed.

Whatever "mind" she currently had wailed and screamed and yelped in pure, raw pain; the sort of pain seldom felt by anypony. Yet she still could not move.

The orange one, known as "Felthoof", finally objected, earning a severe beating by other ponies equipped with large metal tubes.

Sableheart merely uttered, "It will heal, as designed. No permanent damage. It is an investment, after all."

The final "test", if she could dare call it that, was her very skin cleaved from most of her body. Held back by numerous hooks, her muscles and sinews stood exposed. To prevent the tank suspension from becoming fouled up with blood, the fluid was circulated down through vents in the floor. The current stung her exposed nerves, already screaming at the fact they were separated from her dermis.

The last serum was injected, and her growth accelerated. Within days, secretions from her thickening skin hardened into a black shell. Hair grew from her head and backside, while two of her legs radically altered composition; their bones dissolved, and the limbs flattened so much as to become transparent. Her horn began twisting and growing much thicker than anypony else’s.

Then came the last step. The final moment when she could not move. A pulse was delivered, and she felt the consciousness she always had fuse with the brain of her body.

The tank drained and then lifted up. She sat on her haunches, officially "born." She opened those large green eyes for the first time and saw that dark grey stallion. Ire had not yet become known to the new being. Instead, she feared him. Any moment he would torture her again. She jumped back, somehow already knowing how to use her long dormant legs, and ran away.

She didn't get far, however. Under a desk, the large creature cowered, trembling at the Dr. she easily dwarfed. Felthoof approached the hiding pony-like thing, and held out a hoof. Then in the most soothing, gentle voice she would ever know, the Doctor address her:

"Shhh.....shhh.....It's ok. I'm not going to hurt you. It's safe." He smiled with all the sincerity of his heart.

Still shaking, for the first time her eyes began to shed tears as she began crying. She did not forget the concern this pony had shown for her. At first she backed up, skeptical of this gesture. But then, still weeping, she leapt towards the hoof of the orange unicorn.

Felthoof held her close, imagining she was just a little filly, despite him being much smaller than her. Stroking her wet mane, he whispered into her ear, "It's ok...daddy's here...I'll take of you."

At first, the creation was fated to reside in a cold, concrete room with little comfort or kindness. The good Dr., however, volunteered to offer his quarters as a substitute.

He said to her that her mind grew fast, and she would learn very quickly. Within several weeks she understood everything she needed to. She could speak and understand him, and would engage in mentally stimulating pursuits, like solving puzzles and riddles. He gave her the name "Chrysalis", after the project she was created for. In his care, Chrysalis felt a sense of "fullness". Never before had she felt so strong...so loved.

He would give her special shakes to drink, explaining she could not consume the food he ate. It didn't bother her much, and she never asked what the shakes were. It didn't matter. She was happy, and Felthoof was happy too. One night, Chrysalis sat in her bed, tossing and turning, unable to sleep. The doctor came in, and read her a story.

She remembered the tale of two sisters who ruled over the land. Of course she knew now who those sisters were.

After he had finished, he got up and left the room, saying "Goodnight, Chrysy."

As he turned out the light, she replied, her head resting on a pillow, "Goodnight...papa."

It had only been a few months since her "birth" when Chrysalis was made to train. Felthoof told her that she needed to learn how to utilize the abilities she didn't know she had.

Through rigorous drilling and briefing, the black creature was informed she could alter her shape. Sableheart, the object of all her fear, personally directed her movements. Levitating a baton with his magic, he vicious ordered her to extend limbs and enlarge her body. When she could not perform to the doctor's definition of "satisfactory", he vehemently beat her with the baton. Her caretaker was powerless to stop the cruel pony, and she understood that well.

Days went on and soon she could transform, much to the disgust of everypony present. Her body would twist and contort, and the sound of bones shifting frightened many ponies, who pictured her like something from a horror film.

She had performed adequately, and Sableheart proceeded to the next phase: magical guises. She in time would master that too, but not before her instructor used an electric prod to "entice" her by shocking the unarmored, very sensitive tissue within the holes in her hooves.

She cried many times, but learned early on never to do it in front of the heartless stallion. Every night after her training, Felthoof would comfort her, trying to ease the pain this creature no doubt was always experiencing.

One such pain manifested when she realized her appearance, and outright nature frightened and was detested by others. Her strong sense of hearing picked up conversations she wasn't meant to hear; talks of the "ugly beast" running around the laboratory like it were some kind of pony. How she "talked" but was considered as smart as a parrot. A non-sapient pet of Felthoof.

Rejection reverberated throughout her body, stabbing her heart and emotionally sapping her mind. While the good doctor was on duty, she ran to a secluded spot and cried, sometimes for hours.

Amidst her time alone, she developed a solution.

Using her shape shifting abilities, Chrysalis created a persona in the likeness of a pony. She covered her wings in feathers and turned her "fur" white, and mane and tail pink. Her eyes became magenta, while her horn straightened out to appear normal.

At first, when Felthoof entered his room, he was shocked to see an alicorn mare.

"Wh...who are you?"

The mare smiled. "Silly daddy. It's me! Chrysalis!"

"Um...who are you copying?"

"Well nopony I suppose...I created this disguise...it felt right."

Felthoof smiled back. "Why are you even in disguise? You know you don't have to be."

Chrysalis looked down, shedding her magical veil. "I...I know...but...everypony thinks," She began to sniffle. "I...I...I'm not like them. I'm a freak. I was trying to look normal..."

The Doctor slowly walked over to the tall creature. "You're not a freak. You're one of a kind."

"I'm just what came from a test tube..." She fell down onto her stomach, curling up beside a couch.

"Hm...I know what'll make you feel better."

A few hours later, Felthoof emerged with something on his back. He called out to Chrysalis.

"I made something for you."

She got up, wiping the tears from her face. "What is it?"

He levitated a small black doll from his back. The doll was her exact likeness, except small. It looked like with was smiling, and was soft to the touch. He gave it to Chrysalis, who took over the levitation.

"I made this so now you're not one of a kind. She's just like you. Now you...you won't feel alone, because she’ll always be there."

At first sight, the large child fell in love with the plush. She grabbed the doctor and squeezed him, forgetting how strong she was. Felthoof didn't care, and smiled.

"Thank you so much!"

"You're welcome."

She set him down and gave him a kiss on the forehead.

From that moment on, Chrysalis and the doll were inseparable. Every night she cuddled with it. She would play with it as if it were alive. She'd talk to it, and tell it her deepest secrets. Physically and mentally she was far superior to anypony, being much stronger and more intelligent. But emotionally, she was just a young filly.

Then one day the doctor, on his day off, proposed to her that they go outside. Chrysalis had been only once before, and immediately grew excited. It was winter, and snow covered the empty plains. Felthoof knitted her a scarf and acquire some boots for his ward.

Rushing outside, her doll suspended beside her, she gazed in wonder at the winter scene. She soon discovered how enjoyable snow could be, rolling around, building snow forts, building a snowpony. Dr. Felthoof suggested they play a game. Chrysalis' face became ecstatic.

He picked up some snow, molded it into a ball, and spoke to the Chrysy.

"Now you make a ball with snow, obviously, and throw it at the other pony. Don't throw too hard. It's supposed to be a game."

"Ok!" Immediately she formed several snowballs, and in quick succession launched them at Felthoof. After the volley ended, his face was covered in snow. Wiping it off revealed a large red mark. Chrysalis giggled and then playfully dove into the snow bank to avoid the doctor's throws. The day became night, and they went back inside to drink some hot tea and enjoy each other's company.

A few days later, Chrysalis was walking around the complex. Wandering into a large room with tanks and computer monitors, she decided she might as well investigate, to see if there was anything interesting. She knew how to operate a terminal by using Felthoof's personal computer in his living room, and she accessed one in the center of the room.

On the screen were files of data sheets and letters. She knew how to read, and looked at each one carefully. One especially caught her attention. Marked "PC-16", the file talked about her...what she was...why she was created...and an even more horrifying truth. She could not believe what she had just read.

Quickly closing the console, she raced over to find Felthoof. She had several questions, but alas they would never be asked.

When Chrysalis found the doctor, he was being confronted by several armed guards as well as Sableheart. The guards stopped her from going any closer.

A stern look was on Sableheart's face, and a contemptuous one on Felthoof's

"We have our directive. They've chosen to abandon the project, and ordered the disposal of the subject."

"She stays with me. We will disregard her original purpose, but please allow her to live." Felthoof's expression turned to a pleading one.

"You've grown too attached to it. It must be destroyed."

"She has a name."

"It's right here. The disposal shouldn't take more than a few seconds." Chrysalis' eyes widened. They were going to...kill her?

"SHE HAS A NAME!!" Felthoof yelled, lashing out at Sableheart. With lightning quick reflexes the bad doctor shot the creature's caretaker, who fell to the ground dead.

Chrysalis cried out, shrieking at the death of her only friend...companion...father. Brushing away the two guards, she began to see red, and for the first time, anger dictated her actions. Morphing her leg into a long claw, she impaled Sableheart straight through chest.

When the rage subsided, she starred in disbelief at what she had done. The two guards got up and were about to shoot. Chrysalis grabbed the two bodies of the dead ponies and ran off.

Out the door she went, into the freezing cold outside.

Everypony assumed she'd die of exposure, and didn't pursue. Chrysalis might well have succumbed, had she not fed.

Dr. Felthoof told her the food she was given was meat: the flesh of animals. He firmly taught her never to consume a pony. Now, alone in the blistering cold, she could not help herself.

She hated Sableheart, and beat his dead body, now lying in the snow, as he had once beaten her. Rage enveloped her as Chrysalis pounded her hooves repeatedly into the corpse. Then, in a final act of desecration, she tore his flesh off with her fangs, savoring the sweet revenge. When all was done, and the bones picked clean, sadness overtook her.

Felthoof was now dead, and in a moment of weakness, Chrysalis betrayed his memory by devouring a pony. Howling at the rising moon, she cut and harmed herself, mourning over the body of the good doctor. Around midnight, as she remembered it, she dug a pit and placed his body inside. Covering it back up, she wandered away, wanted to forget everything. Maybe she would wake up and have it all be just a bad dream.

That moment never came, and she eventually came to a snow-covered volcanic crater. She would live here now, far from anypony. Hopefully soon her existence would fade from memory.

In time, she built a large structure out of saliva and mucus. She was an animal, and hunted the packs of wolves and deer in the wilderness. Dragging the carcasses back to her "home", she'd feast and then lament their deaths. Never again would she know happiness.

But she almost did.

Perhaps as a manifestation of her loneliness, or some other method entirely, she felt a presence in her abdomen. She was hungrier and needed more food with each meal. She had bouts of bipolarity, increasing her already crazed condition. A few months later, she painfully produced a small creature. Chrysalis had given birth.

It was very small, no taller than her knee. Its eyes were blue and mane and tail black instead of teal. It was certainly different than her, but maybe it would grow up to be similar.

Elated, Chrysalis thought she could earn a new friend. Her "child" followed her everywhere, and she felt a special connection with it. Everything it saw, she could see. Everything it felt, she could feel. Its thoughts were her thoughts.

Once it learned to eat, fly, and walk properly, she took it outside in the snow. Hoping to recreate the bliss of a snowball fight, she levitated some snow, as Felthoof had before, and formed a ball. Her child could use magic, and she concluded it would be able to play.

"There. Now you try!" Her smile reached from ear to ear, excitement drowning all her problems.

Unfortunately, the small creature just looked straight at its mother, unmoving. The only motion it did was an occasional blink.

"Come on. Pick up some snow." Again, it did nothing. "Here let me help you." She levitated a pile snow to the creature. "Now try to make it into a ball."

She stopped using her magic, hoping her child would take over. Instead, the pile fell to the ground.

"Come on...make a ball." She tried it again. Nothing.

"Make...make a ball..." It slightly turned its head, blankly staring.

"Please..." Chrysalis began to cry. "Make...a ball...please...I...I just want to play..." The creature paid no attention.

It was then she realized what was happening. Her offspring was mindless. Whatever thoughts she felt it had were only her own. It was all a reflation of her own mind. She was truly alone. Falling to her haunches, she stewed in her sorrow for hours, while her child stood there, indifferent and unresponsive.

Several more months later, more "changelings" as Chrysalis called them were born. By the end of summer dozens populated the large hive. Though they had no soul of their own, they would do their "queen's" biding. Hunting and building, Chrysalis' children were ever busy, always forging a stronger hive.

But the end of summer brought the first of many attacks.

One morning, Chrysalis woke up and ventured outside to look at the edge of the crater she lived in. Many shapes dotted the perimeter. She ran up towards them, psychically calling her minions to accompany. The shapes soon became ponies as she got closer, and one raised a hoof then swung it down. The meaning of the gesture made itself immediately clear.

Large metal carriages carried long metal tubes, similar to the kind the guards had. They exploded, sending streams of fire down on the swarm. The shells burst, sending changelings flying across the field. Chrysalis felt each and every one of them die, their pain becoming her own. She could feel the searing of flesh, the shattering of bones, the force of a thousand metal shards embedding themselves into a body. Bits of her beloved children littered the ground, some of them still alive. More shots went off, some from ponies themselves. Chrysalis gave the order, and the swarm charged. Dozens perished, and by the end of the day hundreds of pieces of changelings were scattered across the land. A horrible, bloody mess wrenched the queen's heart.

All the ponies were dead, and drug back to the hive. Their weapons were buried so the terrible incident could be forgotten. Chrysalis hoped nopony would ever come again, but prepared for another attack.

Soon, the swarm grew to a stable size of a few thousand. And no attacks occurred. For the rest of the year. But next year, around the same time, another attack came. This time, the queen transformed into a horrible beast, slaughtering hundreds of pony soldiers. Even so, hundreds of her children perished. Every night she crawled to the top of her hive and bellowed at the moon.

The attacks became annual, persisting for nineteen years. The final time, however, was different. The massacre claimed no less than a thousand changelings. One pony survived, and was brought to Chrysalis. She leaned towards him, and withholding all her anger, addressed him.

"Why have you come here and slaughtered us? What have we done to deserve it?"

He looked her straight in the eye and smugly smiled. Spitting in her face he replied. "We were ordered to exterminate all you monsters. And we'll come again. And again. Until your head is mounted over a fireplace."

Wiping the saliva off her snout, she said. "Please leave us be. We mean no harm." Her eyes were pleading with the arrogant colt. "I will let you go free."

"I'll never make a deal with a monster." He turned and bucked a changeling into a wall of the hive. It gasped for breath, its windpipe crushed by the stallion's hoof. Chrysalis walked over and held up her child. She felt it suffocate and die. Hugging the creature that could never love her back, something finally snapped. Diplomacy would not work.

The changelings would have to fight back.

Facing the pony, she didn't speak, but simply transformed into a hideous creature, opened her multi-mandibled jaws, and lashed out a barbed tongue. She drugged the terrified stallion into her ring of teeth and devoured him with extreme prejudice.

Bellowing triumphantly, Chrysalis began plans to invade Canterlot. Soon all of Equestria would pay for it transgressions; for all the lives lost.

Chrysalis, still sitting in the secluded room, remembered what came next. Her invasion was repelled, and she was thrown back north, forced to return to her home. That was several weeks ago.

Shortly afterwards, she discovered her degenerative state. Driven insane by her failure and looming death, the queen of the Changelings watched her swarm die, one by one. It was then she vowed to exact her revenge before she finally faded away.

The plan she developed was brilliant. All she needed was to revisit a place the mere thought of pained her heart: Lab 28

And now, seeing that doll after all those years, Chrysalis cried like she did as a young filly. But her final plan needed to be completed. The fire in her eyes burned for justice. Her body was already cracking and shedding, strands of flesh trailing from the holes in her hooves. The time for action was now. The final move was about to be made.

Before she left the stage, and the curtains fell, Queen Chrysalis of the Changelings would exact her price from the one who started it all.

12. Chrysalis

12. Chrysalis

Twilight studied the map of the facility, scanning her eyes over the various symbols and passageways. Currently they were in the final stretch of the hall, and judging by the scale at the bottom of the map, about a hundred feet to the last exit; a large storeroom.

Chrysalis seemed to have fled, recently dealt a heavy blow. But if this awful experience had taught Twilight anything, and she wasn't one to not learn a lesson, then the changeling would be back for more soon.

Applejack knew this as well, and relished the chance to finally finish that monster. Their most recent battle with her gave them a new sense of confidence and hope.

Dr. Antlion, walking beside the orange mare, felt apprehension concerning another inevitable engagement. Before she had used magic, but this time she didn't. What was going on? Maybe she was out of magic...or maybe...just maybe...

His thought process was cut off by loud sounds coming from behind. He readied his weapon.

"This is it!" Applejack said, grinning. "Alright everypony! Don't none of y’all hold back! It ends now!"

Rainbow Dash and Twilight nodded, while Fluttershy stood protected in the circle formed by the ponies. The pegasus was ready to dress any wounds sustained, though hopefully she wouldn't need to. Celestia flared her wings and her horn began to glow. The Chairpony retreated within the circle.

The metal beams and ceiling tiles began to deform as Chrysalis pounded them with her legs. Roaring came from within the matrix above the ceiling. Lights flickered out as she passed over them. Several volleys of bullets and magic were shot, and Chrysalis shrieked in pain. Several more went off, and again she cried...or so it seemed. In truth, Chrysalis, hidden in the celling, was never hit.

Even so, she turned around, audibly retreating to wherever she had just come from.

"We did it! Now let's get the hell outta here! We've bought some more time." Twilight celebrated.

"But wait! That was too easy. She didn't even show herself." Antlion objected.

"We probably hit her somewhere really vulnerable, like her heart...or something." Rainbow Dash shrugged. "Twilight's right. We should move now."

"Doctor, as much as Ah agree with you, and would love to run after it, the door’s just right down this hall. We can order an air strike or something." Applejack placed a hoof on his shoulder. "It's too fast to catch. Under different circumstances I'd say let's follow, but well...Ah don't wanna put anypony's life at risk anymore. Let's go."

The Doctor knew she was right; that it was best to just leave. Without a second thought, well maybe two or three, he joined the rest as they proceeded to the storeroom.

Chrysalis looked down the hall, watching the seven ponies walk away. “Excellent” She thought. Her feign had worked. Caught off guard, it would be even easier to snatch another meal. Silent as the still night, the black creature crept along the beams and quickly looked down on the group. Bearing her fangs, she lowered two long tentacles and as fast as a lightning bolt, wrapped them around the wings of Rainbow Dash. Being drug into the darkness, the cyan mare yelled out.

"HELP!! Everypony!!"

Applejack turned around fast enough to see her friend disappear. She began her pursuit, the fire in her eyes enough to scare a manticore. Everypony else followed suit.

Meanwhile Chrysalis retreated into a small nook with her new prey. Still holding her by the wings, the changeling pressed Rainbow Dash up against a wall.

Opening her mouth, about to devour the pegasus, Chrysalis saw her eyes filled not with fear, but courage. A defiant expression covered her face, and she did what her prey never had done before: talk back.

"So. You're gonna eat me? How original. Consume me like all the others. Like Pinkie Pie...and Rarity. Well I'll warn you now, I'll go down fighting! You ugly fuckface, hideous monster. Good for nothing but eating yourself sick."

Rainbow gave a smug smile, and expected her end. But it didn't come, and the threatening eyes of Chrysalis began to water up. Dash became confused.

"You...you think I don't know that? Look...look at me...I'm a terrible beast...a creature nopony wanted. I eat because I must...I do not want to...when I saw the pink one, she was so joyful looking...I felt horrible...more than ever...but the white one. She was special." Rainbow stared at her in disbelief. "So...beautiful...her coat so pure...her mane was...so well groomed and a lovely purple. And her eyes...even filled with absolute fear...were still the prettiest shade of azure I had ever seen."

Rainbow Dash began to tear up herself, thinking about her lost friends.

"Do you think I enjoy being a parasite? Do you think it pleases me to take from others...their emotions...to sustain my carnivorous, sinful form? Do you think I am proud when I leech the love and fear of ponies? I am the scum of the Earth, created for death and destruction. I know what I am...and of all the terrible things to emerge from the world's bosom...I hate myself above all else."

"And you think I'll pity you?" Rainbow Dash said, venom spraying from her lips.

"No. Never. But know this…before you're departure from this life. I regret every death I have caused. I am truly sorry for your friends. I hate my actions, and always have. Far too many times I have slashed my own throat, or carved out my heart, praying for death." She leaned in closer to the pegasus. "But it never comes."

"Just eat me. I don't want lies to be last thing I'll hear." Rainbow said, dignified.

"They are not lies." Just then, two of her legs came up and morphed into hands. Rainbow cringed at the sound of bones splitting and twisting, forming into grotesque black claws. Enzymes began to dissolve and reabsorb the keratinous shell over her chest, and then she plunged her black fingers into her sternum.

"What are you doing?!" The cyan pony cried out.

"Showing you my conviction."

Then, with immense strength, the changeling pulled apart her ribcage, snapping her bones and crying in intense pain as the broken ribs stabbed her lungs. Rainbow saw her chest cavity, and noticed the large, beating heart. She viciously resisted the urge to vomit.

Chrysalis removed her hands from her chest and then placed them over her heart. Her own heart pounding at what would happen next, Rainbow Dash reluctantly stared at Chrysalis. The black monster quickly grabbed her beating organ and yanked it from her cavity, her claws slicing the various blood vessels from it. The loudest, most ear-piercing screech the pegasus would ever hear erupted from the monster's larynx. She held the still beating mass of cardiac muscle before Rainbow. The pegasus gazed in horror at the twisted autocardioectomy, not noticing the spray of blood coming from Chrysalis' aorta.

Then, heart in hand, the changeling crushed it, her body trembling. Almost immediately after, tendrils of muscles and nerves began to coalesce into a new heart. Chrysalis' ribs lined back up together, and started to fuse.

Without a word, letting her actions speak for herself, she opened her mouth again. Rainbow looked at the various cracks on her shell, and the raw flesh around her eyes. “She WAS decaying” Rainbow thought, and she hatched a plan.

It was a quickly thought up one, with little thinking. But it had to work. Still held by her wings, but nothing else, she folded up her strong legs, and unleashed their stored energy like a spring. The powerful buck hit Chrysalis dead on the nose, causing much of her face flesh and shell to fall off, being only weakly held by what tissue wasn't dead. Rainbow saw her bare skull, the bones stained with blood.

Chrysalis' next action was unintentional, a result of the pain she felt as her face literally fell off. Her tentacles wrapped tightly and jerked on her captive's wings, tearing them straight off. Rainbow screamed and yelped as she felt her beloved appendages being torn from their sockets. But now free, adrenaline coursed through her veins, and she made a full gallop back into the hall.

Chrysalis managed to snag her leg for a second, making a deep gauche going from the wingless pegasus' right flank down to her hock.

Rainbow ignored the pain, still running as fast as she could.

The changeling's jaw and face bones snapped back into place, and new flesh formed over them. She gave chase, roaring like a feral creature.

Fluttershy was the first to spot Rainbow Dash running out into the hall. Joy turned to fear as the yellow pony flew up to embrace her friend when she began to yell.

"Run! Run away!"

The instructions were heeded immediately as Chrysalis bellowed and burst out, pursuing Rainbow.

Applejack was about to shoot when Rainbow strongly urged her not to. Fluttershy wondered why Rainbow wasn't flying, but then noticed...she didn't have wings!

"Rainbow! Your...I mean..." but she couldn't finish her sentence, and instead, in midflight, struggling to keep up with the fast mare, got out some gauze and wrapped up the bloody stumps where her wings once were.

In no time at all, the group reached the storeroom. The door was in sight, and panting, everypony sighed with relief. Fluttershy finished wrapping Rainbow's back and leg, and the blue pegasus cried into her friend's mane.

"She...she took my wings..." She lamented the loss of her favorite things. So deep was her mourning that she didn't notice Chrysalis come into the room.

There it was, the beast of Lab 28. Her head was long and filled with teeth, her green eyes bearing down on the seven ponies. The form she chose resembled an insectoid-like reptilian creature, with four long legs, and a spiny tail ending in a club. The hands she previous spawned remained, jutting just above her powerful torso.

Applejack and Antlion fired, but a magical force field deflected the shots.

"Damn! I knew she had magic!" The doctor exclaimed. "What do we do now?"

"Get the Princess to..." But the farmpony was cut off as Chrysalis' leg swung at her.

"Applejack!" He threw himself at her, causing them to both land outside of the leg's range.

"Thanks Doc. Princess! Y'all gotta use magic!"

"Of course!" Celestia reared up on two hind legs, her horn practically bursting with magical energy. Everypony else went further back into the room.

Chrysalis stared down the white alicorn, and shapeshifted back into her base shape. Her horn also lit up, the alicorn-type creature bared her teeth.

"I choose to fight you on your level. But you will not win." The creature boasted.

"We'll see about that." Celestia unleashed a blast at Chrysalis. Her shield absorbed the beam.

Her eyes glowing, pure power flowing into her horn, the changeling fired, pushing the alicorn back several feet.

Unfazed, Celestia stood back up, and galloped towards Chrysalis. The two of them locked horns, trying to use magic to break the deadlock. For a time, the fight became a stalemate.

Grunting, Celestia tried to intimidate her opponent. "You...can't beat me...not again."

"I've...beaten you once...before...and Celestia."

"What?"

"I've been holding back." The Princess' eyes widened as a magical impulse flashed from Chrysalis' horn to her own. Thrown back again, Celestia nevertheless got up, ready for round three. This time it was a hoof fight, the two bashing each other with their legs. But Chrysalis was indeed holding back, toying with her final victim.

For the changeling physically was much stronger than Celestia, a fact demonstrated when she grabbed Celestia by the horn, and flung her across the room. The long instrument of Celestia' magic snapped, and she cried in pain after landing on the hard concrete.

Twilight rushed over to help her mentor. Even though she had done terrible things, Celestia was still the beloved teacher of the unicorn.

"It's ok Twilight. I can...do...this." Struggling to get up, Celestia was intent on beating Chrysalis.

"No!" The Element of Magic, awakened by the dire situation, felt raw magical power in her body. Her eyes began to glow, and she rushed Chrysalis.

"Twilight! Don't!" Celestia's words made no difference.

"Lavender one, you should listen to your teacher." Chrysalis began a similar magical charge, and galloped towards the filly. Each shot beams at one another, meeting in a large junction of magic. Both sides were surprised how much the other one could resist, but Twilight eventually made headway. Chrysalis took notice, shifted back into her large from and swung her tail at the unicorn. Shaken from her trance, Twilight was knocked into a metal support beam, likely breaking several ribs.

Celestia looked in disbelief, worried what would happen next. She could not produce magic without a horn, and tried to run away.

However, Chrysalis lashed out tentacles, and restrained everypony in the room. Slamming Celestia hard onto the ground, saliva dripping from her maw, Chrysalis stuck out a sharp leg, and aimed it over the alicorn.

Celestia shook her head in futility. Chrysalis roared out like a dragon, declaring her "kill". Then, she plunged her razor sharp claw into the white pony's chest, just missing her heart.

"NOOOO!!!" Twilight yelled, wrapped up in a tentacle. She painfully looked as the Princess gasped blood and cried.

Everypony else was just as horrified. Their Princess had been beaten and punished. Antlion noticed his gun on the ground, and summoned what magic he had to levitate it up and fire. Chrysalis noticed him, and sent another tentacle to wrap around his horn. In one decisive flick, his horn was ripped from his skull, its nerves uprooted. Screaming at the burning sensation akin to being set on fire, Antlion dropped the gun.

"Nopony will interfere! I have no quarrels with any of you, but I warn you I will not be stopped in my final goal!" The changeling declared. She then looked at Celestia, and saw the alicorn was slipping into a catatonic state.

"Wake up!" Two more tentacles came out, this time impaling themselves into Celestia's fetlocks. Gnashing her teeth, Celestia was certainly awoken. Chrysalis then sent a magic jolt of electricity down her tentacles, ensuring the alicorn would remain conscious.

The creature then turned to the others. "I promise you, when my revenge is complete, you may exact your justice on me. I implore you, make me suffer...pick the scales from my wings, gauge out my eyes with your hooves, rip my armor from my skin, and sear my bare flesh. Give me a prologue to the black flames of Tartarus!"

Applejack was shaking in pure rage. "Let me go and Ah'll be happy to make this wish come true!"

"Why are you doing this?!" Twilight yelled through her tears. "Just let us go...please...we meant no harm! Why did you have to kill all those ponies! They never did anything to you!"

"Those pure, innocent souls were needed to make it so I would be able to persist. I have been biding my time, and now...I have gathered enough magic to defeat a "goddess" once again. Those two ponies stopped my vengeance in Canterlot. Celestia is the cause of all my misfortune! And now I'm going to do what should have been done in Canterlot!"

"What??" Twilight screamed.

"Enough talk!" Applejack said, fervently beating away at the tentacle, trying to break free. "Ah'm gonna send you back to whatever pit you crawled out of!"

Chrysalis' mouth curled into a smile, and she began to laugh maniacally. Her final descent into madness was complete, the result of her actions and regret. "Oh no...you see I never crawled from that hole." She looked down at Celestia. "I was TAKEN from it!"

Positioning another leg between Celestia' legs, the alicorn pleaded.

"No no...please!"

Chrysalis whispered into her ear. "Tell them."

"Please..."

"TELL THEM!!"

"No no no..."

"Then I shall. This creature you see before you was made in this laboratory! And you already know where they got the specimens! Well I was no different. But I came from a different place."

"...where?" Twilight hesitated to ask.

"Celestia!" Jolting the alicorn again, Chrysalis used her hands to rip open Celestia's abdomen. Screaming in pain, the Princess endured the changeling sifting through her intestines and other visceral organs, before grabbing her uterus. Chrysalis pulled out the organ, careful not to separate it from the body, but only display it.

"I was Celestia's fetus! Taken from her womb before I committed the original sin! Why!? Why was I abandoned!?"

Nopony could believe what they had just heard. Chrysalis was...Celestia's daughter?

The Princess could only whimper.

"WHY!?"

"The...only...one...strong...enough...would have...been...an alicorn..."

"Princess! Is this true?" Asked a weak Twilight.

"Every word, purple one." Chrysalis then drug Twilight over to her.

"What are you going to do to her?" Celestia inquired. "Please don't hurt her! Kill me!"

"Oh Celestia, you know I cannot kill you. No, but I can do something far worse. You had my children slaughtered. They all felt pain as they were blow apart or crushed or burned alive. But they couldn't understand their pain. They felt it, but didn't know what it was. Yet I did. And I have felt what it is like to die a thousand times. I have felt flesh and limbs I never had being hacked off. You cannot possibly imagine that kind of pain. But I can try to show it to you."

"What does Twilight have to do...with this...?"

"The greatest pain is having your child die, and you cannot stop it. I will translate this to you. This mare is like the daughter you never had."

She threw down Twilight, and snapped off her horn so she couldn't use magic to stop her. Then, aiming for Twilight's leg, Chrysalis thrust her spike of a limb right behind her knee.

"Owwwwwww!!!!!!" Twilight's scream hurt everypony's ears.

Celestia began to burst into tears. "NOOO!! Please! Let her go!"

"I am truly sorry...Twilight. But you are the instrument of my revenge... Celestia I am going to kill her, I am going to tear her limb from limb, pull the skin from her body, and draw her entrails! And you can do nothing but watch!"

"Princess!" Twilight called out, reach for her mentor's hoof.

"But before I do...Celestia," Chrysalis shook as her emotions battled within her mind, further damaging the already insane consciousness. "What stallion had the misfortune of planting his seed inside your putrid womb?"

Celestia could say nothing.

Chrysalis sent another shock into Celestia's forelegs. "ANSWER ME!!"

"Eos! I would have named you Eos! I...I...but Equestria needed you far more than I did...I would have loved you with all my heart...but if I would have known...that you would suffer so much..." Celestia trailed off. "Dr. Felthoof and I would have raised you...I'm...I'm...so sorry! Please! Make ME pay for MY sins! Spare Twilight!"

"...Felthoof...was...my..." Chrysalis cried, her eyes streaming down tears. But these weren't tears of saline. The ducts in her eyes had now decayed, and only blood came from her eyes. The stinging though hurt less than Celestia's words.

Overcome with emotion, Chrysalis bellowed again, and twisted her leg imbedded in Twilight's knee. The lower half of her limb was wrenched off.

The deformed alicorn spawn then grabbed the purple mare and prepared to rip off another leg, but her tentacle started to fall apart.

Bits and pieces of her carapace were now falling off, hitting the ground. Chrysalis' eyes widened. "No! Not yet! I'm not done with you!"

But it was time. The decaying process was here. Dropping Twilight, Chrysalis saw her other tentacles give way. The other ponies broke free, and ran to get their weapons. But that was not necessary. The changeling vomited blood as her esophagus' wall ruptured. Her skin flaked off, revealing sickly muscles and sinews. The air pressure pressed against her eyes, and the rapidly thinning wall gave, and her eyes imploded inside her skull.

Twilight limped away on her three legs, but Celestia was still impaled by Chrysalis' legs. The white alicorn watched the creature's stomach area open up, the skin no longer strong enough to contain the heavy organs. Her massive liver fell out, the gland splattering on the floor. The mucus membrane of her stomach disappeared, and the stomach acid ate at the walls of the gut. Shrieking as she felt her own body digest itself, Chrysalis then felt the paralyzing pain of her own bowels bursting with putrefaction gases, the intestinal bacteria making short work of her colon. Blood and excrement plastered the top of her abdominal cavity.

Her rips broke off, the bones too porous to support her lungs. The bones one by one clanked onto the floor, with the smaller left lung and air sacs following suit. Her heart began to palpitate, and aneurysms popped up all over the thinning blood vessels of her body. First the atria, then the ventricles burst, spraying blood all over the floor, especially on Celestia. The high blood pressure of her quickly beating heart combined with the decaying of her aorta cause the giant artery to rupture. Her consciousness began to fade fast, and the pain intensified as more and more organs fell out or dissolved. Her skin was almost completely gone, and her mandibles detached from her skull, hanging only by her tongue.

She looked at Celestia, or at least would have if she still had eyes, and roared. Her cries of pain only stopped when her larynx and right lung fell off. By the time it was almost over, Chrysalis was little more than a spine and a couple legs. Her brain tissue went next, and her balance organs leaked from her ears. Her palate broke, allowing her partitioned grey matter to funnel out. Her leg muscles then slithered off, and then her lifeless corpses collapsed onto the ground.

Celestia bawled, Chrysalis' leg still inside her chest, her uterus and intestine still exposed, and covered in not only her blood, but also the blood, muscles, bones, skin, and entrails of her "daughter".

13. Epilogue

13. Epilogue

The somber tone was nicely complimented by the rain that fell over Ponyville. Dozens of mares, stallions, fillies, and colts had shown up to pay their respects to two ponies. Two mares who had touched more ponies than many would ever meet. Everypony wore black, and held their heads low.

By some act of higher divinity, Princess Luna, instructed to remain and watch over Canterlot, could not help but feel suspicious about her sister's actions. Unfortunately when the midnight alicorn finally decided to investigate, tracking her sister, she was too late. The damage was done.

But a proper funeral could be held. Luna gave the families of the departed the option to have their cenotaphs placed in Canterlot, honoring the two mares as bearers of an Element of Harmony. Both parties declined, preferring the proximity and familiarity of Ponyville.

At the forefront of the crowd were four mares and a stallion. Twilight Sparkle, clad in a black dress, leaned on a crutch, eyes pouring forth tears. Her horn had begun to grow back, and eventually she would regain her magical abilities. Dr. Antlion however would not be so lucky. Around his head rested a bandage, and would not be fit for removal for some time.

Rainbow Dash stood next the lavender unicorn. Several times since she had returned, the grief-stricken pegasus had been confused for an Earth-pony, cutting her wounds even deeper. But swallowing her own sorrows, she shifted her mourning to the two subjects of the service. Crying silently into her hoof, Applejack and Fluttershy joined her.

The families and friends cried as well, remembering all the fun times they had with Rarity and Pinkie Pie. The white unicorn's parents unsuccessfully tried to cope with the prospect that they outlived their beloved child. Her small white sister, her mane a collection of purple and pink swirls, collapsed in sadness, far too young to deal with the reality of death.

The stoic Pie clan gazed at the headstone marked "Pinkamena Diane Pie", and quivered at the loss of their dear Pinkie. The Pinkie who at such a young age enriched their lives with joy and fun. The only solace they could gain was recalling a song their daughter once sang, to always smile...for her. It's all she ever wanted.

Princess Luna remained in the back, easily able to see over everypony. She removed her crown as a sign of respect, ignoring the slight pour of rain. She silently cursed herself for not arriving sooner. The alicorn had arrived to a gruesome sight, and would later find out the horrors that occurred in Lab 28.

Absent from the service was a tall, white alicorn, her flank adorned with the image of a blazing sun. Nopony, not even her sister, knew what became of Celestia.

An hour passed, and eulogies were given. Final respects were made, and the crowd around the cenotaphs thinned. By late afternoon, only six ponies remained; the best friends of the deceased, their sole Princess, and the doctor.

Antlion whispered a prayer while in front of the graves, and prepared to leave before a dark blue hoof stopped him. He turned around and addressed its owner.

"Princess...I didn't notice you were still here."

"It's the least I could do. If it's all the same with you...I could use somepony to converse with."

"Of course." He gave a weak smile, the best his heavy heart could muster.

"Words cannot express how sorry I am...well...these ponies didn't mean as much to you as they did to the others...but I'm...not so...adept...at expressing...myself."

"Perhaps you can tell me what you wish to say to them, and I'll tell them?"

"Yes...er I mean agreed."

"But you should know, you have least reason out of all of us to feel guilty...I mean..." He wiped a tear from his eye, staining the sleeve of his suit. "I led...them there. If it weren't for me...well..."

"None of us could have known. As Princess, I accept sole responsibility, and will take steps to make things right...or rather as right as they can be..."

"What sort of steps?"

"Even now, an investigation is being conducted. There is surely an abundance of evidence to peel back whatever other activities Lab 28 was pursuing. The...um...biological evidence is being examined by coroners. I saw...what it was like in there...I can only imagine seeing it take place was far FAR worse..." Princess Luna said, empathy radiated from her visage.

"None of us, I fear, will ever truly recover...I myself have therapy sessions scheduled for the next six months." Antlion chuckled, trying to sprinkle a bit of humor on the dreary subject.

"I can never give any of you proper condolences..."

"It's not necessary. What will become of all...those who were involved?"

"Chairpony Vixen has been arrested and will stand trial several days from now. The Royal Scientific Society will require immense restructuring, if not outright disbanding. As for Celestia...she remains at large. She's covered her trail very well...I hope she returns someday..." Luna began to digress, thinking about her sister, wondering what made her be the center point of this entire incident. The alicorn snapped back into reality. "Erm...Celestia's administration has become discredited. I was able to save myself becoming ostracized by fervently denying that I had any involvement."

"And how will you restore legitimacy to Canterlot?"

Luna gave a sly smile, as if she had been waiting for such a question. "I've had a few reforms in mind. Something called 'Liberalism'."

"Interesting."

"By the way, Doctor, where will you go now?"

Antlion paused. He hadn't thought much about that. "...I'm not sure...Felicity is going to get a lot of attention for this...not something that would suit my lifestyle...though being that the changelings are extinct...the last eight years of my life have been rendered moot..."

"I read you thesis, and there's an opening at Canterlot University for a biology professor I hear."

Antlion laughed softly at the idea. "Teaching...heh...maybe..."

Well I must get going. I have business to take care of. Doctor, before I depart, could you tell the four ponies over there that...here." She gave him a small piece of paper, with a message scribbled on it. "Don't read it please, but do give it to them."

"Yes your Highness." He bowed his head.

Princess Luna then spread her wings and took off, flying towards Canterlot in the rain.

Dr. Antlion walked over to the group of crying ponies. He quietly approached Twilight and passed her the note. "It's for all of you."

"Thank you." Twilight said through her tears.

"Goodbye...I hope we meet again someday." Antlion's expression became bittersweet as he turned around and left the cemetery.

"Goodbye Doc..." Applejack waved.

A few moments later Antlion was gone. Rainbow looked at the piece of paper in Twilight's hoof.

"What's it say?"

Using her crutch to support herself, the unicorn held the note in front of her for everypony to see. It was a photograph, in black and white, of a stallion unicorn in a white coat. Next to him was a large black creature, something they all recognized immediately.

"Is that??" Rainbow shouted.

The other "pony" was certainly Chrysalis. The two in the picture were both smiling widely, and a black doll floated beside Chrysalis, visibly engulfed in a magical aura. Superimposed over the photo was beautiful hoofwriting.

-Twilight, Rainbow Dash, Applejack, and Fluttershy,

I write this to you instead of speaking because...I'm not very good at articulating my thoughts

I can never possibly understand what you four have gone through. I offer my deepest condolences in the vain hope of easing your pain however marginally I can. Please, if it helps any, do not dwell on the passing of your beloved friends, but instead remember fondly how they touched your lives. I'm sure it would have been their final wishes.

I found this picture among the contents of a drawer inside the laboratory. From what I gather, yes, it is a picture of the creature you encountered within the facility. I show this to you all because life is a gift. I let my own dark emotions steal a thousand years from me.

The point is you can never know what will happen tomorrow or even later today. Live your lives to the fullest...because it can all be taken away. The being in this photograph seemed happy, but something happened, and it fell from grace. Don't take for granted your friends or family...as I once did. Life is short; even I will fade away some day. But life isn't about how long we suffered on this earth, but what we did with our short time.

Best regards,

Princess Luna

The letter touched them, and caused them to produce tears, but of joy rather than sadness. They all looked warmly at the graves of their two friends, and left the cemetery.

It was time to rebuild their shattered lives.

Several weeks passed, and some semblance of normality was returning to those who experienced what had become known as the "Felicity Incident". The namesake town had garnered much attention, bringing life into the small, isolated settlement.

Meanwhile, further south in Canterlot, undergraduate students cantered into the lecture hall for their first day of class. One young stallion sat down, eyeing a large container just behind the professor's desk. It looked like some sort of...freezer?

After everypony became settled, a tan earth-pony walked into the room, wearing a saddle bag and a bandage over his head.

"Good morning, class. My name is Doctor Antlion." He picked up a piece of chalk and wrote his name on the blackboard. "Welcome to Introductory Biology."

A rather audacious student couldn't withhold his curiosity any further. He raised his hoof. The professor called on him.

"Yes?"

"Um...aren't you the guy at Lab 28."

Antlion was thrown aback, but nevertheless stood courageous. They say being a teacher can make a young stallion old. "Um...yes I was present at the events of Lab 28. Any other―"

"What is that bandage on your head for?" The nosey student inquired.

"That's actually related to today’s lecture!"

"Which is?"

Smiling, he declared. "Bioethics."

He opened up the box behind his desk. A strong odor permeated the air.

One student cringed at the scent. "EWWW! What is that smell?"

"Formaldehyde." The doctor said flatly.

He pulled out the preserved body of the changeling he never dissected. After a loud "thud” the class gagged and winced, screamed and said "Awesome!"

"What the hell is THAT??" One very...sensitive student asked.

"This, class, is what happens when you try to play God."

Ponyville was quiet, the air clean and calm, same as always. Many still went every week or so to visit the cemetery, but the wounds had begun to heal. Recovery had started, and the future looked a little less bleak.

Rainbow Dash, now earthbound, found a place at Sweet Apple Acres. Still, the pegasus couldn’t shake her former life, and the questions ponies asked stung her even more. Applejack's help had stopped this influx of queries, but the pain remained. Yet the life of a farmer had grown on the cyan mare, and in time, perhaps might feel like home. But for now, the skies mocked her.

Fluttershy adopted the orphaned cat and alligator, adding them to her host of animal friends. She put on a mask when with the others, but deep inside her very core had been rocked. Every night she cried herself to sleep, and every week would have at least one nightmare of the...dark creature pulling her into its maw. Not even the company of her dear Angle Bunny could ease her mind.

But perhaps the one pony who found it most difficult to cope was Twilight. She would disappear for days, with only her assistant seeing her. Deep in the basement of her tree house, the unicorn had stacks of books and papers, covered in calculations and algorithms, detailing a mysterious plot.

Spike opened the door, bearing a tray with a sandwich and a glass of water on it. He carefully walked down the stairs.

"Twilight, here's your lunch. Aren't you tired of being down here?"

The studious mare was too involved in her work to respond immediately. "...Huh? Oh no I'm too busy."

"Really I think you should come outside, have some fresh air...if you need help getting up the stairs..."

"NO! ...I mean no thank you..." She was still very sensitive about her...disability. "I'm on the precipice of something great."

"Well then I'll just place this tray on the table."

"Yes Spike! I've nearly completed my corrections. I've reworked my theory, and revised the calculus. This is it!" She limped over on her crutch towards a large machine. "Soon, I will make everything right. And Celestia...well I don't need her!" Her eyes twitched, and a smiled formed on her face, making Spike feel uncomfortable.

The small dragon backed away slowly. He didn't know much about what had happened, really only that she lost a leg. And that Twilight was slipping into a state of madness, the likes of which he had never known. He walked up the stairs, thoroughly creeped out.

"Well I'm...just going to go out for a bit...maybe uh stay over somewhere for the night."

"Mhm." Twilight acknowledged him, but had no idea what he said.

"I am only a few more calculations from perfecting my design. It's taken 473 tries thus far. #474 will be my lucky trial!" She pressed all sorts of buttons and pulled levers, and levitated several flasks of various fluids into the inner chamber of the machine. A few were red, while some others were a milky white. "This genetic material must have ONE viable specimen!"

The machine began whirring, and soon the lights flickered. Her experiments were putting a large burden on Ponyville's power grid. She had already blow fuses at least 5 times.

Pulsing magic from her horn, she gave the machine another one of its necessary ingredients. The display monitors all showed positive readings and something began to take shape within the machine.

"Haha! The first phase will be a success! Then I can bring them back! Yes!" Her laughter intensified, and her grin widened. The unholy fusion of science and magic would hopefully produce the desired product. Days of tireless research and experimentation led up to this!

The secret to life was within her reach, and Twilight Sparkle was not about to let it slip from her hooves.

Midnight, and the moon sat directly overhead. Princess Luna wandered alone through the castle gardens. Every night she sat and gazed at the stars. While now she had to rule during the daytime, the night was still her element, and she often stayed up far past her bedtime.

She lamented her sister, and worried where she might be. But above all else, she wondered what and why her sister had condoned such terrible things.

Walking to the Royal Cemetery, head hung low, she came to a small stone. A very inconspicuous block of granite. It was so small and uninteresting, one would have to know what it was to find any reason to look at it. But Princess Luna knew what it was.

Engraved in small letters on the stone was the name "Eos". It said nothing else, and several gardeners never really cared enough to ask about it.

Luna though looked straight at it and sighed.

"Wherever you are, young pony, I hope you've found your peace... I know who you are...who you could have been... I know it may mean little to somepony who has suffered as much as you...but...I know in a different world...my sister would have loved you with all her heart. I'm truly sorry you were never able to be the pony you should have been...and I can do little for my niece other than remember you." She took a breath.

"It seems you weren't always such a monster...but maybe you never were. Perhaps it was us who made you into a beast...sad and lonely...it was us... But I hope whatever legacy you leave, which I'm afraid isn't so great...it will contain the hope that ponies will learn from you... Many centuries had I lived before my banishment...and I saw mistake repeated time and time again, all under the guise of 'we can do better.' Nothing will ever change the fact that it was wrong to take you...so innocent and pure...and make a monster out of you... I hope we get a chance to meet...in another world... where you don't feel pain...and are never alone..."

The lunar monarch began to cry a bit. "If it means anything though, take as a small bit of solace the fact that I will make sure your story never becomes anypony else's. Now sleep, little one. You must be very tired."

Luna then flew off to bed, leaving the stone to the nighttime sky.

The End