Starlight: Queen of the Changelings

by SuperPinkBrony12

Rating: everyone
Tags: Thorax, Alternate Universe, Drama, Changelings, My Little Pony: Friendship is Magic, Queen Chrysalis, Other, Starlight Glimmer
Length: 3417

(Takes place in an AU during "To Where and Back Again, Part 2" for obvious reasons.) Starlight ends up being transformed and turned into a changeling, making her the changelings' new queen. Starlight must now come to grips with her new position.

(Takes place in AU during "To Where and Back Again, Part 2" for obvious reasons. Idea inspired by LittleshyFiM.)

When Thorax stops holding back and starts sharing love, magic is unleashed that causes not only the changelings to change but Starlight as well. In fact, the magic ends up changing her species completely.

To the shock of everyone, Starlight Glimmer is no longer a pony. Now, she is a changeling, and the queen of the changelings to boot.

Overwhelmed with this sudden change and the responsibilities that come with it, Starlight must quickly adapt and try to be a leader for her new hive. And this includes what to do with the former queen, Chrysalis.

Published 2023-04-02 11:30:02 UTC
Last updated 2023-04-02 11:30:02 UTC

The Pony Who Would Be Queen

Chrysalis' eyes narrowed as she turned her full attention to the only changeling who had ever dared to defy her, the only one that had ever had the nerve to run away from the hive: Thorax. Yet by a stroke of luck, he had returned, albeit in an attempt to help three other creatures with an attempt to rescue some ponies that Chrysalis had managed to abduct.

Thorax whimpered and shrank from Chrysalis' gaze, even though he couldn't move due to the green goop that bound his hooves. "P-please, don't do this!" He pleaded. He knew there was no point in doing so, but a part of him hoped maybe Chrysalis would show him mercy if she saw how frightened he was.

Alas, Chrysalis did not. "The only thing you've found, Thorax," She coldly hissed. "Is what happens to those who turn their back on the hive!" Then her horn lit up with that sickly green glow of hers.

Starlight Glimmer could see what was about to happen, and she was terrified! "No!" She shouted at the top of her lungs! It was all she could think to do! She was frozen in terror, to say nothing of the half a dozen or so changelings that surrounded her, ready to pounce if she attempted to attack Chrysalis (and without her magic, Starlight doubted she had any real chance against the powerful queen).

The evil queen just laughed, smirking with triumph as she began to open her mouth. "I'm making an example out of him!" She replied to Starlight as she briefly turned one eye back towards the unicorn. "I'll let him capture you and finish you off, just as soon as I drain every last ounce of love from him and show my subjects what a real leader is!" Soon, a bright tendril of a white colored aura began to seep out from Thorax as he was lifted into the air.

Thorax fought back as best he could, but he could tell he was fighting a losing battle. "I can feel the love inside me slipping away...! I can't hold onto it much longer...!" He whimpered as he shut his eyes!

It was then that Starlight had an idea! "Then don't hold onto it! Don't fight back! Sharing love is what made you different to begin with! You should share yours with Chrysalis! Give her all of it! More than she can handle! Let her see just how strong love makes you when you give it instead of taking it!"

Thorax appeared to take Starlight's suggestion. Suddenly, the aura grew brighter in intensity! It surged out of him and towards Chrysalis at lightning fast speed!

It was too much for Chrysalis to handle! Without warning, she was pushed back as the light exploded outward and threw her against her throne! The impact knocked the evil queen unconscious as her throne began to crumble.

Meanwhile, the aura began to flood the entire throne room of the changeling hive! Everyone shut their eyes, including Starlight! The entire place was bathed in white light!

Starlight Glimmer was slow to open her eyes. But eventually she did as she could sense the light fading. Strangely, she also felt "different" for lack of a better term. She couldn't really explain it, but it was as if her body had changed somehow. As Starlight's eyes opened all the way and she took in her surroundings, she managed to get a good look at herself. Her hooves had changed, she could now see they appeared to be more insect like than pony like. She still had that light grayish-purple coat of hers, but it was now of a much brighter shade. And looking back, she could see that she now had wings to either side of her.

The changelings had apparently changed as well. All of them were hues of light green with yellow and orange on their underbellies. And the holes they had previously had on their entire bodies were gone. Even Thorax had changed, he was a bright green in color with a purple underbelly that matched his new purple eyes. Strangely enough, he and all the changelings were now gathering around Starlight, all of them appearing to be speechless if the expressions upon their faces was any indication.

"W-why are you all looking at me like that?" Starlight hesitantly asked.

Thorax was the first of the changelings to find his voice. "Starlight... you've changed. You're a changeling now! I didn't think it was possible for ponies to become changelings."

By chance, Starlight happened to catch a faint reflection of herself off of what appeared to be a shard from Chrysalis' throne. The smooth surface of the hard, black stone revealed that she now looked not unlike the way Chrysalis had looked earlier: Except she was brightly colored, her wings stood out in broad detail and she had even had two dark purple antlers sticking out atop her head. "I... is that... me?" She questioned, and received her answer when the reflection spoke as she said those words.

It was at that moment that Trixie and Discord happened to approach, the two apparently having been freed from the cocoons they had previously been trapped in. Both of them appeared to be in great shock!

"How is this possible?" Trixie wondered aloud. "You're a changeling, Starlight! First Twilight Sparkle becomes an alicorn princess, and now you transform too? Is this something that happens to every powerful unicorn? Is Trixie going to transform too?"

Discord grinned. "If it's transformation you want, I can turn you into anything, Trixie!" Then he snapped his talons, appearing behind a huge camera as he had a black cap upon his forehead. "Oh, I have to document this moment! It's not everyday the princess of friendship's prized protege becomes an entirely different species! Hold that pose, that starstruck look in your eyes is priceless!" And before anyone could stop him, he held up a huge bulb as he ducked behind a black canvas. The camera flashed, and then he emerged.

But Starlight was still in a state of shock! This had to be a dream! It had to be! But it felt so real! "There... there must be some mistake! I can't be a changeling! I don't even know the first thing about being a changeling!" She began to breathe heavily and rapidly as her eyes expanded to the size of dinner plates!

Thorax immediately rushed up and put a hoof around the recently transformed changeling. "Starlight... Starlight... it's okay. I'm not sure what exactly happened. I must've had more than just love inside of me. Perhaps being so close to Flurry Heart for so long, I've unintentionally picked up some of her powerful magic. It must've been what transformed you."

"So, change me back!" Starlight furiously demanded! "I don't want to be like this! I want to go back to who I was!"

Thorax shook his head from side to side. "I can't undo this, Starlight. This is who you are now. Maybe this who you were meant to be all along," With a smile he added. "Now that Chrysalis has been dethroned, the hive needs a new leader. And I think it's pretty clear to all of us who that should be." After he finished speaking, he and all the changelings bowed down before Starlight.

"Ooh! Even better!" Discord exclaimed with a smile! "Starlight, queen of the changelings. It has a nice ring to it, actually," He briefly produced a small doll that loosely resembled Starlight in her new state. "It could be the next big thing."

Starlight Glimmer slowly processed the developments unfolding around her as the shock of it all faded. But she was still horrified if the look in her eyes was any indication. She began to back away slowly, taking several deep breaths. "I... I can't be a leader! I just... can't!" Tears started to form in her eyes as memories she had gone to great lengths to suppress came flooding back to her in an instant! "The last time I was in charge, I was horrible! I can't be trusted!"

"Starlight, remember that talk we had earlier? The one where Trixie told you you're good at being a leader?" Trixie spoke up as she tried to encourage her friend.

"I... I was just winging it! I had no plan! It was pure luck we got as far as we did!" Starlight insisted! "Trixie, you don't know how horrible I was back at my old village! Thorax was the one who stood up to Chrysalis, not me! I couldn't possibly be leader of a species I just found out about through some other creature."

Just then, an all too familiar voice coldly taunted. "My sentiments exactly, Starlight." The last part of the sentence was delivered with stinging resentment.

A chorus of gasps filled the air as suddenly, from underneath a pile of rubble, emerged a battered looking Chrysalis! Down, but obviously not out. Despite her mane looking a bit dishelved and her body having a small coating of dust, she otherwised appeared to be unharmed. "I said it once and I'll say it again: You know nothing of the changelings or what it takes to be their leader!" She slowly stood up, eyes narrowed as she turned to the pony turned changeling. "Don't think that just because you're a changeling now that you can just take over! I won't allow it!"

The other changelings all shuddered with fright!

Chrysalis bitterly snapped! "All of you are traitors, just like Thorax! Obviously, I didn't do enough to make you all fear me and obey me! But after I take care of this would be usurper, I'll see to it that you will all obey me for the rest of your days!" She then began to trot forward, her horn glowing and crackling ominously.

All eyes fell upon Starlight, who was still shaking like a leaf. She seemed to freeze right on the spot, she didn't move or even blink.

"S-Starlight!" Thorax pleaded as he tried not to show outwardly how frightened he was. "You... you have to do something! Chrysalis has to be stopped!"

"But... but..." The pony turned changeling gulped. She was struggling to just think of what to say. All sorts of complex emotions were swirling around inside of her.

Chrysalis laughed as she rolled her eyes. "Seems I was right to overlook you when I was planning my revenge," She taunted with a smirk. "If Thorax hadn't been holding your hoof, you never would've been able to do anything to me! It was pure luck you got this far! And now your luck has run out! You will serve as a warning to others, a true example of what happens to those foolish enough to defy me!"

Trixie and Discord suddenly stepped forward, placing themselves between Chrysalis and Starlight. "Trixie will not let you hurt her great and powerful friend, no matter who or what she may be now!" Trixie bellowed in defiance!

Discord nodded as a most unusual smirk formed on his face. "Personally, I'm just interested in getting some revenge. No one makes a fool out of Discord and gets away with it! No one! Do you hear me?!"

If the evil queen was frightened, she didn't show it outwardly as she boldly boasted. "You think your threats scare me? Even with your magic, neither of you are a match for me! And since you side with my enemies, I will show you no mercy!"

All the other changelings (including Thorax) ran for whatever cover they could find on short notice! It seemed like the hive was about to be destroyed completely, even now that natural light was flooding into it and illuminating it.

However, before anycreature could do anything, Starlight shouted! "Stop!" She trotted forward, using her magic to push past a briefly surprised Trixie and Discord. "I appreciate what you're doing for me," She told the two. "But I can't ask you to fight my battles for me. Like it or not, I have to see this through to the end. I'm done trying to run away from my problems!"

"But... but... Starlight!" Trixie tried to protest.

"Don't try to change my mind!" Starlight firmly vowed as a look of fiery determination flashed in her eyes. "I'm not turning my back on the changelings when they need me most! I'll do whatever I must to protect them," And then she trotted forward, sizing up Chrysalis. "If you really want me so badly, Chrysalis, you can have me. But don't think I'll make it easy on you. You picked this fight, not me."

Chrysalis only laughed as her horn was now fully charged. "Bold words from a weak and pathetic pony turned changeling! I can't wait to swat you down!" And then she fired off a powerful blast from her horn!

To the surprise of everyone, Starlight countered with a blast of her own! It had the same color as the magic she'd had when she was a unicorn, and it stood in clear contrast to the sickly green color of Chrysalis' magic. The two blasts collided, resulting in a struggle between beams. And even more surprising, Starlight Glimmer was easily holding her own. It seemed her magical powers had not been diminished by her sudden transformation.

Chrysalis, on the other hoof, was clearly and visibly struggling to keep from being overpowered. "This... this is impossible!" She growled and groaned! "Feeding off of love made me strong enough to defeat an alicorn princess! Even Princess Celestia couldn't touch me! No one should be a match for me! NO ONE!"

Starlight just shook her head from side to side as she began to trot forward, her beam advancing with her. "You don't get it, do you, Chrysalis? Taking love may make you stronger for a while, but eventually it will run out and you'll have nothing. But when you give love freely, you have the kind of power that never runs out. True power isn't just about being strong. It's about using that power for the good of others, in a way that helps everyone and not just yourself. If you could learn to embrace it like your former subjects have, you would see that this way is better."

"No! NO!" Chrysalis shrieked as she was soon overpowered and knocked back, throne to the edge of a cliff of the now exposed hive! She tried to get up, but her strength failed her as she fell to the ground with a thud. And soon, she found herself looking up at the absolute last creature she wanted to see right now: Starlight Glimmer, the new queen of the changelings.

Surprisingly, the new queen bent down and extended a hoof to her defeated enemy as she pleaded. "It's not too late to redeem yourself, Chrysalis. I may be the queen now, but you could take back the throne if you could learn from my example and see what a true leader is like. Instead of thinking only about yourself, instead of thinking about how to get back at your enemies, you could open up your heart and make friends. You could avoid the mistake I made when Twilight and her friends defeated me not so long ago."

But Chrysalis just swatted the hoof away and spat at the ground. "Save your silly little speeches! They'll do you no good! After everything you've done to me, you seriously think I'd listen to you?! I can see the writing on the wall, I'm not stupid! I've been replaced, and I don't like it one little bit!"

Starlight responded by letting out a long, drawn out sigh. "It's too bad, Chrysalis. But I'm not gonna give up on you. I was given a second chance once, and saw the light. I couldn't call myself a good friend or a good leader if I wasn't willing to do the same for you."

"Ha! That weakness will be your downfall!" Chrysalis boasted! "You'd better sleep with one eye open, Starlight! When you least expect it, I will take back the throne you stole from me!"

The new queen threw up a hoof as she protested. "I'm being sensible, not stupid, Chrysalis. I don't expect you to change overnight," And she gave a whistle, motioning for several changelings to come forward. "Take Chrysalis and put somewhere where she won't be able to escape. I'll decide what to do with her later. But I want to give reforming her an honest chance."

Soon, changelings approached Chrysalis and bound her hooves, leading her away. Yet even now that she had been defeated, the evil former queen could only snarl. "You're wasting your time on me, Starlight! I'll never become like you or my former subjects! And someday, you'll wish you had destroyed me when you had the chance."

A short time later, with Chrysalis now in "jail" more or less the changelings could now carry on with freeing all the ponies that the former queen had abducted. This included the princesses of Equestria, including Starlight's now former mentor Twilight Sparkle.

When the young alicorn princess got a good look at the new changeling queen, it was all the alicorn could do just to hold back the tears of liquid pride. "Looks like you're not going to be my student anymore, Starlight." She said in a tone of voice that both conveyed how happy she was for the accomplishment, and how sad she was that Starlight wouldn't be coming back to Ponyville now.

Starlight nodded quite slowly. She herself seemed to be on the verge of tears. "I guess not, Twilight. The changelings need me now. I can't abandon my subjects."

With a smile on her face, Twilight replied. "I know you'll make a good queen, Starlight. You've come a long way from who you used to be," Then she added. "Don't worry about Spike and the girls. I'll be sure to tell them why we won't be seeing you again and why you couldn't come back to Ponyville with me. Though, I have a feeling we'll be back for your official coronation, whenever that is."

The new queen nodded back. "I would love that very much, Twilight. And I hope we can still stay in touch. I owe everything to you," She smiled and hugged her mentor as the tears flowed freely. "You believed in me when no one else would. You were the first to believe there was good inside of me, even when I didn't believe it myself. If you hadn't given me that second chance, none of this would be possible."

Twilight Sparkle smiled back with tears in her own eyes. "I know, Starlight. I know," She then giggled. "Gosh, now I know how Princess Celestia felt when I became an alicorn princess. The circle has been completed, the student has become the master."

"Yes, but there's always more to learn," Starlight firmly insisted. "I'll never forget what you taught me and what I learned from you. Even if our time together was brief, I'm glad I got to know you and your friends."

"I'm the lucky one, Starlight," Twilight smiled anew. "I took a gamble when I chose to take you on as my student. There were times when I wasn't sure I made the right call. But now I know for sure that I did," Then she ended the hug and instructed to the new queen. "Well, you'd better get going. I have a feeling your new subjects will want to hear from you. Now it's time for you to chart your own path, wherever it may lead."

Author's Note

When LittleshyFiM did his Cinemare Sins video on "To Where and Back Again Part 2", he suggested that given what Starlight went through throughout the two parter and what she expressed, she and not Thorax should've been the changelings' new leader. It was an idea I felt was worth considering.

I'm pretty sure the writers of "To Where and Back Again" never even considered that possibility if LittleShyFiM is the only person I know who's ever proposed it. Thorax does make narrative sense considering he was the one who leave the hive in search of a better way, indirectly rebelling against Chrysalis as a result. But Starlight overcoming her hang-ups about leadership and subsequently becoming a leader again would've also made sense.