Cupcake Factory

“A changeling kidnaps and replaces one of the main characters.” -Nightmare Gun
“I say we have.... a changeling stroll through town.” -Twilight Mercer

Cupcake Factory

By Nero Darkard (aka. NeroTheDarklord)

Chapter 3: Good Little Chrissy

“How is it going up there, Dashie?” Pinkie wondered.

“Just one more screw!” the pegasus mare responded with a wrench in her mouth. “Aaaaaaaaaand… done! Okay, Pinks! Let’s see if it works this time!”

“Okey-dokey-lokey!” the pink mare replied.

After pushing a few buttons and pulling on a lever, the machine slowly started to wake up again. After it completed a full cycle without shutting down, the two mares cheered.

“Finally! Man, getting that thing clean and working again was one heck of an effort!” Dash commented.

“I have no idea how you did-done-dood it! That thing is so complicated, it makes my head hurt!” Pinkie replied.

“Hah! That’s nothing!” Rainbow spoke, hovering midair with a cocky expression and holding the wrench in her crossed front legs. “You should have a look at pegasus technology! This thing is a joke compared to what we can do! Or well, not anymore now with my upgrades! But what I don’t get is how you managed to get this entire machine from Sweet Apple Acres all the way to the other side of Ponyville on this desolate hill. All by yourself and without anypony noticing it on top of that!”

“Oh, the things that happen between the chapters…” the party pony spoke casually with a shrug.

Rainbow once more found herself staring at Pinkie, blinking a few times in confusion. But then, she started giggling.

“Ah, Pinks. You’re so random,” the athletic mare responded.

Pinkie just giggled along. The moment Rainbow turned back around to check up the machine once more, Pinkie focused the reader.

“Don’t worry. She will get it soon enough,” she whispered.

Without having any ingredients to work with, the machine shut itself down again after its second cycle. Everything seemed to work just fine, so Rainbow could finally come down to the ground again.

“Alright. Now, let’s get the ingredients,” Dash suggested.

Both were about to leave when they noticed one of their friends approaching them from behind.

“Oh hey, Fluttershy!” Pinkie greeted.

“Hello,” the yellow mare greeted back. “Um… what are you two doing with that thing… if you don’t mind me asking…”

“Since nopony wants to deal with that machine anymore aside of us, Pinks convinced me into helping her turn it from a cider factory into a cupcake factory. Wasn’t easy, but I think we did it,” Rainbow Dash explained.

“That’s… nice…” Fluttershy replied.

“Yeah! We are just about to have our first test run! Come on, Shy! Let’s get the ingredients! We will need sugar, flour, eggs, hot sauce…” the party mare started.

“Pinkie Pie… I already told you. Not all ponies like their cupcakes with hot sauce,” Rainbow protested mildly.

“But they are just half the fun without hot sauce! Right, Fluttershy?” Pinkie asked.

“I… um… I… well…” the pegasus mare stuttered, getting more and more nervous. “I… I have to go.”

Without even giving a proper response, Fluttershy started running away. This only caused Rainbow Dash to sigh.

“Gosh, am I glad she wasn’t there at the apple orchard if just answering a question makes her freak out,” she spoke in frustration.

“Ah, let Fluttershy be Fluttershy. We should start thinking of somepony to shove in for our first try anyway,” Pinkie recommended.

“Alright. Hey, aren’t there a lot of bad OC ponies in the orphanage nopony wants to adopt? I don’t think anypony will miss two or three,” Dash suggested.

“Good idea! To the orphanage!” the pink mare spoke, starting to bounce away while singing. “My name is Pinkie Pie. And I am here to say. I’m gonna adopt aaaaall of you, to turn you into cuuuuupcakes! It doesn’t matter now. If you resist or scream. ‘Cause with the power of myyy machine, all that remains is blood and steam!”

Good thing nopony was there to hear her.

Laughter filled the cottage. The animals shivered in fear at the sight of this giant changeling, holding Angel Bunny aloft by magic. He struggled fiercely and tried to kick her. But what he does not seem to realize is that he is a useless, selfish little bastard nopony likes.

“Keep him safe, my children!” Chrysalis ordered to her minions. “We might need him as an additional hostage.”

“Hisssss!” the changelings replied.

“Ah! This is brilliant! Brilliant! I am a genius! Abducting Fluttershy and taking over her place to infiltrate the ponies is even better than replacing Princess Cadence and infiltrating the royal family while also sending them a threat letter, warning them of being infiltrated!” the changeling queen kept speaking. “Actually, that wasn’t such a smart idea of me…”

“Hisssss!”

“Whatever! Everypony loves Fluttershy! They will not be able to resist my requests of taking me everywhere!”

“Hisssss!”

“By the end of today, I will have Princess Twilight Sparkle in my hooves! … Wait a moment… Are those even hooves? Do changelings have hooves?”

“Hisssss!”

“And do you guys actually say anything else than hissing?”

“Hisssss!”

“Ugh… I need to focus more on breeding intelligent minions… Now, get going! I can hear her coming!” Chrysalis ordered.

The changelings immediately picked up Angel and ran through the backdoor. Chrysalis swiftly took over the form of Fluttershy’s favorite pet. Then, the yellow mare came rushing in.

Fluttershy locked the door behind her after she came storming in. She kept on pressing herself against the door for a few moments before she calmed down again. One more deep breath and she started smiling again.

“Hello, Angel! Mama is home!” she started.

Before Chrysalis could even begin to wonder what was going on, she found herself being picked up and tightly pressed against the yellow mare’s chest.

“Oh, these ponies are putting so much pressure on me. But don’t worry, Angel. Shhh, shhh. Mama is here. Mama is fine. Everything is fine. I’m alright. Come on, Angel! Let’s have a tea party! I have a new pretty dress I think you will look just wonderful in!” Fluttershy spoke hastily.

This quickly started to become uncomfortable. In the form of a small bunny, Chrysalis could hardly fight back. She couldn’t even follow what was going on and before she knew, she found herself wrapped in a pink dress with frills and laces.

“Oh, Angel! You look soooo cute! Here! Have a cup of tea!” the pegasus mare spoke, pouring imaginary tea into a toy cup. “Let’s just start where we left off last time. Ahem. But Miss Winterbutton! You can’t possibly be serious! What if your husband finds out you are working for the pony mafia?”

Just what the heck was happening right now? The disguised changeling queen could just sit there with a baffled expression.

“Putting concrete on the ponies hooves and dropping them into the ocean? That is so old-fashioned, Miss Winterbutton. Doesn’t the pony mafia prefer to drop ponies from airships these days? It is a whole lot more terrifying! And don’t you worry about the pegasus ponies! You can just tie up their wings!” Fluttershy kept going.

Chrysalis tried to listen, but this was just too freaky, even for her. Out of confusion, she used her little bunny paws to pick up the cup and tried to drink out of it while continuously staring at Fluttershy, only to realize moments later that the cup was empty.

“Oh dear. I think the tea must have been poisoned! Don’t worry, Angel! It’s straight to bed with you! Don’t be afraid! Mama is going to take care of you,” the yellow mare spoke, then swiftly picked up the fake bunny and rocked it in her front legs. “Hush now, quiet now. It’s time to lay your sleepy head.”

This pegasus must have some real mental issues, Chrysalis started thinking. She had had enough. In a blaze of green fire, she transformed back into her large, insectoid self.

Fluttershy was dumbstruck for a moment, as she held the now undisguised and much bigger changeling queen in her front legs, wearing a tiny torn pink dress. But after the forces of gravity ultimately caused Fluttershy to fall over, she let out a shriek.

Chrysalis silenced her immediately. With a swift spell, Fluttershy became wrapped in a slimy green cocoon. Then, she gave her changelings a signal to come back inside.

“Wait a minute. Wouldn’t it have made more sense to just tackle her the moment she came in?” Chrysalis asked herself while rubbing her chin. “Oh well. It worked. Anyway, my fellow changelings! Go hide her along with the bunny! Take good care of our hostages!”

“Hissss!”

“Yeah, yeah. I get it. Now go!”

Just ten minutes later, Chrysalis arrived in Ponyville, disguised as Fluttershy. She had to suppress a wicked laughter over her own ingenuity. All she needed to do was finding any of Fluttershy’s friends and she would be as good as in charge of Equestria again! Did she think this plan through properly? Most likely not. But it would have to do. She was just too convinced of herself.

While she walked through the town, she kept greeting everypony she met. Though all she was returned were angry glances. Finally, she spotted one of Fluttershy’s friends. That orange mare with the hat.

“Hello!” she greeted.

As Applejack turned around, she first had a surprised expression. But then, it quickly became replaced with a frustrated one.

“Ya must be outta your mind to just walk up on me like that. Do ya have the money?” the orange mare wondered.

“Um… money?” Chrysalis replied.

Instantly, Applejack’s expression became furious. Before Chrysalis could react, she became punched in the face, hard enough to knock her over.

“Ah want mah money, Fluttershy. Ya better get it soon, or else…!” Applejack threatened, then just walked away.

Chrysalis was so baffled, she kept on lying on the ground for several seconds more. But as she lifted her head, she saw two sets of hooves offering her help. One light blue, the other pink.

“Not very smart of you to try and talk with her just like that,” Rainbow Dash spoke.

“Totally not! You should know that she would be grumpy after you promised her payment for all the apple cocaine you asked of her,” Pinkie agreed.

“Wait a minute… apple cocaine?” Chrysalis wondered in confusion.

“Don’t ask me how she makes that stuff out of apples. But it explains that funky smell in her kitchen,” Rainbow stated.

Cocaine made from apples… This certainly would clarify why that pegasus pony behaved so strangely, Chrysalis thought.

“Aren’t you usually home at this hour, feeding your pets?” Pinkie wondered.

“Oh, um. I’m done with that,” Chrysalis replied.

“Already? It usually takes you hours!” Rainbow wondered with a suspicion filled expression.

“W-well it went by quicker today! So, um, how about we meet up with Twilight Sparkle?” the fake Fluttershy suggested.

“We already told you that we have plans today. But if you want to meet Twilight, you know where to find her,” Rainbow explained.

Well, no. Chrysalis did not know that Twilight Sparkle was still in charge for the library in Ponyville and asking back would only arouse a lot of suspicion. She just had to wander off on her own in attempt to find her.

“Well, okay. Goodbye, girls,” the yellow mare spoke and left.

Both Pinkie and Rainbow focused her until she was gone. Then, they both looked at each other with confused faces.

“Something is strange about her all the sudden,” Rainbow commented.

“Maybe she got high again!” Pinkie replied.

“No. That’s not it. Well, let us get these poorly designed ponies. We will check on her later,” Rainbow suggested.

Chrysalis reached the market. Surely, Twilight Sparkle had to be around here somewhere and with all these overly cute, friendly and helpful ponies around, finding her would be a piece of cake! Thinking that, she went up to the next best stand to start asking around.

“Excuse me, but-”

“What do you want here? Get lost, you vermin lover!” the stallion shouted.

Chrysalis was about to get upset. But then she thought that this would not suit Fluttershy’s character and just went on to the next stand.

“Pardon me, but-”

“Which part of ‘banned from my stand’ do you not understand, you freak? Bugger off!” the mare behind the stand shouted.

This really infuriated Chrysalis. Something was definitely wrong with these ponies. How could they be so rude to a pony as ridiculously adorable as Fluttershy? Chrysalis started to remember why she hated ponies so much. Not that she would defend Fluttershy in any way, of course.

As she kept wandering across the market, more and more ponies began to focus her in fury. It was now that something really unexpected started to happen. The ponies around her began reaching out their front legs to make her trip or threw rotten vegetables at her. Finally, she tumbled into a group of young mares.

“Can’t you watch where you are going? Look what you have done to my new dress!” one of the mares shouted, pointing at a non-existent spot of dirt on her outfit.

“Oh I’m sorry! It’s just that-” Chrysalis started in an upset tone.

“Are you just talking back to her? Seriously? Seems like we need to teach you another lesson in manners!” another mare spoke angrily.

Before Chrysalis could talk back, she suddenly had a can of pepper spray in front of her face. Completely unprepared, the orange mist hit her eyeballs, nose and open mouth, causing her to instantly collapse, screaming in pain and tearing up.

“There you go! Now go back to your cottage and get mounted by a bear or something,” a third mare spoke.

While Chrysalis rolled around on the floor in pain, looking desperately for anypony to help her get back up, all she could hear around her was laughing. It took nearly ten minutes before she could somewhat open her eyes again.

The disguised changeling queen kept on going. She was deeply hurt and confused by now. Something just didn’t add up. Weren’t ponies supposed to be known for being extremely social? Then why would they do that? Or was this just how ponies act among one another? If so, Chrysalis was really glad to truly be a changeling, and not a pony. But that damn pepper spray. It hurt so much, it clouded her mind. Even if she wanted to, she wouldn’t be able to take revenge on these ponies now, as she found herself unable to even break her disguise.

Chrysalis kept on walking slowly from street to street, still searching for Twilight Sparkle, even though she could hardly open her eyes. After she blinked once more, she suddenly saw a group of three stallions in front of her, grinning sinisterly.

“Well look who was dumb enough to come into our territory again!” the middle one spoke.

“W-what do you want?” Chrysalis spoke carefully.

“Did we tell you to speak?” the right stallion spoke, stepping in front of Chrysalis and punching her.

First, she got a blow straight on her nose, causing it to break and starting to bleed. Then another in the stomach, causing her to collapse again. As she lay on the ground, the three stallions surrounded her, repeatedly kicking the false Fluttershy and causing her to cry in pain and desperation. Suddenly, they stopped.

“Alright, guys. That’s enough. We still want her to be conscious after all. I’ll go first,” one of the stallions spoke.

The other two just chuckled, picking up Chrysalis and putting her back on her four legs. Then, one pinned down her head and front legs while the other forced her back legs apart. Chrysalis started to panic, but she just couldn’t fight back.

“This must be the first time you get mounted by something else than an animal in ages,” the first stallion spoke in a sinister tone.

It was already dark when the still disguised changeling queen slowly limped back to Fluttershy’s cottage. Her head was hanging low and she kept crying the whole time on the way back. Various liquids covered her coat, like blood, spit and certain other fluids which I as the author refuse to describe furtherly. As she finally arrived at the cottage door and opened it, her children were staring at her with very worried faces and hissed quietly.

“Get lost! Get out of here! Just leave me alone! All of you!” she shouted.

The changelings obeyed immediately. With a sense of panic, they fled out of the cottage, flying away in every direction.

Chrysalis was broken. She completely forgot what she originally set out to do. All she cared about now was retreating in the furthest corner she could think of, away from any eyes. But this cottage was full of animals, which all still stared at her.

The changeling queen looked all around, but could find no place free from animals. Then she spotted a shed outside. If there was any place she could retreat to, then it would be this one. So she stepped outside again, used the bit of magic she had regained access to to unlock the chains which held the door closed and stepped inside.

After Chrysalis closed and sealed the door behind her again, she turned on the lights. Instantly, her traumatized crying became replaced by an expression of utter shock. There was blood everywhere! Torn open animal carcasses were nailed to the walls, animal brains were stacked in a corner and whole buckets of blood where just standing around all over the place!

This finally was enough terror for the changeling queen to lose her disguise. She tried to turn around and run away again. It was now that she realized she just locked herself in this shed with no way out again.

Chrysalis panicked. She pounded repeatedly against the door as hard as she could. But all she caused with that was to let an animal carcass drop from the wall and land right on her back. This freaked her out so much, she started screaming and running around aimlessly, knocking over one bucket of blood after the other. Needless to say, this made the ground slippery and she ultimately fell head first into the pile of rotting brains.

Her own brain became overloaded with all the experiences she made today. As she desperately tried to get up and out of the mushed organs and blood again, she fell over repeatedly and ended up coating herself completely in blood. Now, all she could do anymore was sit. Sit in place and laugh like a maniac.

A few hours later, Rainbow Dash and Pinkie Pie broke open the door to the shed. Their expressions, at first extremely angry, instantly switched to stunned ones. The sight in there was something they definitely did not anticipate.

Surrounded by carcasses and covered in blood, there sat the changeling queen Chrysalis. She hardly reacted at first, but after she slowly turned her head around to Pinkie and Rainbow, she started to grin, sticking out her tongue and panting. Then, she even began to bark like a dog.

“Um…” was all Rainbow Dash could say.

“What the hay is going on here?” Pinkie wondered.

“Beats me, Pinks. But I guess you were right. There really are changelings around here,” Dash answered.

Both mares just kept staring at the blood-soaked changeling queen who had a brain impaled on her horn for a while longer. Then, Chrysalis started throwing a playful pose and wagged her tail. Whatever happened in here, it must have broken her mind completely.

“Well… what do we do now? Like this, I don’t think it makes a whole lot of sense to ask her where she keeps the real Fluttershy,” Pinkie spoke.

Rainbow’s eyes wandered across the shed for a few moments. Then, she began to grin.

“Well, if we can’t treat her like an intelligent creature anymore, perhaps we can treat her like an animal!” she suggested.

“What do you mean, Dashie?” the pink mare wondered.

“If we really want to open up a whole factory that turns ponies into cupcakes, we will need a watchdog, right? Well, I can’t think of a better one than the changeling queen herself!” Rainbow explained.

“Hihihi! That is a brilliant idea!” Pinkie agreed, then turned back around to the demented changeling. “Chrissy! Hey, Chrissy! Come here, girl! Come here!”

Chrysalis barked happily and after sliding across the blood some more, she finally made it out and laid down in front of Pinkie Pie.

“Good girl! Good little Chrissy!” the party pony spoke cheerfully, starting to pet her. “Who’s a cute, brain-damaged changeling? Who’s a cute, brain-damaged changeling! You are! Yes, you are! Yes, you are!”

Chrysalis just kept wagging her tail happily, even going so far as to roll around on her back and barking some more. This sight made Rainbow Dash chuckle.

“Hey Chrissy! Where is Fluttershy? Go search Fluttershy! Go Chrissy!” she ordered in a playful tone.

Chrysalis immediately got up, barked happily and started sniffing the ground like a rescue dog tracking down a lost pony.

Another hour later, Rainbow Dash, Pinkie Pie, their new pet changeling queen, Angel and Fluttershy returned to the cottage. After all that happened so far, the yellow mare did not even bother to question why Chrysalis was suddenly behaving so strangely.

“Well, um… thanks for rescuing me, girls! Good night!” Fluttershy spoke, about to leave.

“Not so fast, buddy,” Rainbow Dash spoke, blocking the yellow mare in her way.

“W… What is it, Rainbow Dash?” Fluttershy wondered nervously.

Both Dash and Pinkie reached out their front legs, aiming at open shed.

“We know your little secret,” Pinkie spoke slowly in a sinister tone.

Fluttershy did not reply or move for a few seconds. She hardly even had any expression on her face. Then, she blinked a few times.

“Oh shit,” she spoke. Instantly, her two friends bursted out in laughter.

“By Celestia! Hearing such a line from you, of all ponies, is priceless!” Rainbow commented.

“So true, Dashie!” Pinkie agreed. “But don’t you worry your pretty little head, Fluttershy! We have a few secrets ourselves and I think it’s time to tell you about them! In fact, Dashie and I have a little offer for you!”

“Um… What kind of offer?” Fluttershy wondered.

“You like killing little animals, yes?” Pinkie asked with a wicked tone in her voice. “Letting out your feelings on creatures that can’t fight back? Well, that explains why you have them under control so well. But what if we gave you the chance to get payback on the same ponies that even brought you this far?”

Again, Fluttershy just stood there with hardly any expression. Rainbow Dash took this as an invitation to explain the situation.

“Well, Flutters. You see, that factory we are opening actually needs ponies as an ingredient. We still need somepony to do the dirty work for us. You know: Skinning, butchering, removing the bones and organs… You can even have them alive and tied down defenselessly while you prepare them for the machine! And to top it all off, we would even pay you for this! Finally some money to pay your debts with Applejack! What do you say? Do you take the job?” the athletic mare asked, reaching out her front leg.

Fluttershy stood there with wide open eyes and mouth for a moment. But then, her expression slipped into a sinister smile.

“You fucking betcha I take that job!” she replied, shaking Rainbow’s hoof.

“Hihi. You potty-mouth. You are gonna fit in perfectly!” Pinkie commented.

“Well, how about we celebrate this with a nice pig roast?” Fluttershy suggested.

“I’m in!” Rainbow agreed.

“So am I!” Pinkie spoke

“Then come on, girls!” the yellow mare invited, walking ahead towards the shed.