Changelings Are-A Changing

by ScarlettDaze

Rating: teen
Tags: Violence, Princess Celestia, Main 6, Princess Luna, Drama, My Little Pony: Friendship is Magic, Mystery, Queen Chrysalis
Length: 9455

A series of unlikely events lead to there being 6 more changeling queens popping up in Equestria.

The Mane 6 catch what they all think is a simple stomach bug, but things are not as they seem. Overnight, 6 dark trees sprout in and around Ponyville, sending the citizens into a panic, and no body can seem to find any of the Bearers of the Elements. Just to make things worse, soon after a variety of weird changeling subspecies start popping out of the odd trees, only making the panic worse!

And yet, these Changelings seem not to be aggressive? It's still very worrying though, let alone how they all keep talking about their Queens. Hopefully the princesses can handle this!

Published 2024-02-14 01:40:00 UTC
Last updated 2024-02-18 23:19:01 UTC

Chapter 6

A sickly purple glow covers the room, leaving what's left of Twilight's bedroom covered in eerie, flickering shadows. It's not helped by the fact that the thing doing the glowing is a huge black mass where her bed used to be, big enough to completely cover the nearby window and block out the light. The mass has an almost window-like part, semi-transparent, with the inside being filled with a glowing purple fluid, the source of the new mood lighting.

Personally, Spike doesn't like it one bit, but if the 'Friendlings' are to be believed, trying to take Twilight out now would just kill her, like trying to crack open a fertilized chicken egg before the chick is ready to hatch.

And hoo boy, wasn't that a surprise? Not only was the library that they call home suddenly way bigger, with blackened wood in place of the old brown kind, and not only was Twilight trapped in some kind of pod like out of his sci-fi comics. Oh no, on top of all that, weird, alien looking changelings had started literally crawling out of the woodwork!

They hadn't been hostile at all so far (In fact, if anything they'd been weirdly affectionate with Spike), but they hadn't let him send a letter to Celestia about the situation, or even leave the library. Apparently 'princelings shouldn't be out where it could be dangerous', and Twilight is apparently still half-conscious in her pod and wants to try and figure this out herself before going to Celestia about it. Of course, that's assuming that the Friendlings are telling the truth at all, but there's way more of them then there are of Spike, so he can't really risk it right now.

They certainly seem to take after Twilight though. The minute that the first ones had made sure that Spike wasn't going to do anything 'unreasonable', they'd gotten straight to researching themselves, which is honestly the biggest piece of evidence that Twilight is somehow connected to the things, because that is exactly what she would ask them to do. Spike had even slotted into the research in his usual role of taking notes with the ease of familiarity, the Friendlings having enough of the same mannerisms and habits of Twilight that there's only a little friction between him and them at first. As for the research itself...

Common Name: Friendling
Proposed Taxonomic Name: Metamorpha theurgaia
Physical Description:
Anatomically similar to Metamorpha metamorphus (Changeling) in most respects, with several notable exceptions. Universally taller and slimmer than average Changeling. Very large, purple, flexible wings that are most commonly folded around the body in a manner similar to robes or cloaks. Forelegs end in scythe-like blades rather than hooves, purpose unknown. An extra set of limbs have formed just behind the forelegs, visually more like a Griffon's or dragons claws than a pony's hooves, allowing for superior manual dexterity.
Currently Known Abilities:
Production of a purple resin from several glands found in the mouth and upper throat (lab results in process), telepathic connection expressed in all Friendlings, allowing for near-instantaneous communication, non-magical active camouflage (seems to be in place of Changeling ability to transform into the visage of others), ability to sense emotions of others, likely thanks to their emotivorous nature.
Currently Known Food Sources:
Sugar Water, Juices, Fruit (described as 'tasty, but not filling'), Insects (Friendling (Self-identified as 'Mystery') found some bookworm grubs, described them as 'slimy, yet satisfying'), Knowledge? (learning new things described as satisfying, but not known if this is in a nutritional or intellectual manner), Love, Magic.
Sociology/Psychology:
Metamorpha theurgaia seem to follow an instinctual caste system. The 'Mother Tree' (presumably the library tree itself) is at the top, immediately followed by the Queen, who acts as a lynchpin and amplifier of the hive mind all Friendlings are connected to. After that are the drones, though the Friendlings themselves have noted that they have an odd feeling that specialization of drones might be possible, which could complicate the bottom part of the caste system. Discovering their names seems to be an inherently sought after and personal achievement, assumption as of now being that it is similar to a pony earning their cutie mark.

Spike sighs and does some claw stretches as he finishes up the final draft of their current understanding of the Friendlings. In a twist of irony, he's actually the only being in the library right now that can write-Twilight always used her magic to write, so the Friendlings are starting from scratch with their manipulator claws, and Friendling magic is different enough to unicorn magic that they can't borrow Twilight's skill with her own magic. So, when he isn't writing things up for Wood Smoke-the first Friendling that emerged and unofficial leader of the hive at the moment-he's coaching some of them on how to use their claws well.

It's a good thing that they can pool their experiences, because otherwise trying to teach all of them how to write would take forever.

For now though, he thanks one of the Friendlings for the snack bowl of gems they pass him (honestly, it feels like they know what he needs or wants before he does) and muses on how everyone must be reacting to the visible change to Golden Oaks Library. Honestly, if he didn't know that the Friendlings had worked out some primative isolation and protection wards to cast over their home, he'd have been surprised at the fact that none of Twilight's friend group had tried to barge through the front door. Or the windows, considering Rainbow and Pinkie.

As he's snacking on an emerald though, it suddenly hits Spike that he isn't being watched right now. Well, it's not like the Friendlings have him under lock and key, but they have definitely been weirdly... possessive? That's not quite the right word, but it's as close as he can think of. Either way, he hasn't been left alone for long all day, but apparently the resin sample tests got finished and most of the praying mantis-like ponies had gone down to the basement lab to check out the information themselves. A classic Twilight-esque move, forgetting that they can just pass the information around in their hive mind, but more importantly it means that he's got a minute to himself.

A minute to himself means that he can write a letter to Princess Celestia without being begged not to.

He gives Twilight's pod another long look, indecision staying his hand for a few moments, but eventually Spike firms his resolve. There have been multiple times in the past where, if Celestia had gotten there in time, everyone would have been saved a whole lot of trouble. Right now, this definitely feels like the kind of situation that requires some Princessly intervention, and damned whatever excuses Twilight might have about it. Again, assuming that he's even been getting Twilight's opinion on things all this time, and it's not just Wood Smoke and the other Friendlings pretending that they can hear anything from her.

Either way, there's no way that Celestia could make things worse, right?

... Yeah, this is a good idea. Now Spike just has to figure out how to tell her what's happening without freaking the Princess out too much, and in under a minute.

Chapter 1

"Ugh... I don't know what it was I ate, but it is kickin my flank right now!"

Granny Smith raises an eye at the language, with a look shared between her and her grandson. Applebloom is already tucked into bed, probably the only reason Applejack was willing to cuss at all, but since she is cussing and gripping her stomach, barely able to look at her meal without looking green in the gills, it's pretty clear that whatever stomach bug her granddaughter managed to catch is real bad. She knows exactly how sturdy Applejack is, so for her to actually complain?

"Mayhaps you should turn in early? Doesn't look like you're gonna be able to handle any dinner at this rate."

Applejack hesitates, but actually nods in agreement without any fuss. Now, Applejack had definitely mellowed out ever since that Sparkle girlie came 'round town, but no insistence at all? Now Granny really does know that she's come down with somethin bad.

"That'd probably be fer the best, yeah. Y-you want any help cleanin up before I hit the hay?"

"Naw, I want to see you cleaned up and in bed missy! Mac and I can get things cleaned up right quick, but you look like you can barely stand. Now you let me know if that bug gets too bad, we'll get you to the doctor right-quick, y'hear?"

"Sure thing, Granny..."

Applejack definitely looks sheepish, probably some nonsense in her head about not pulling her weight, but she shuffles off to bed without another word. She really hopes that all that it is is a stomach bug. Apparently she and her friends had a little picnic in the park earlier today, so hopefully some potato salad just went bad or something and her granddaughter will sweat it out by tomorrow, maybe the day after.

Either way, worry won't do nothin for the last few chores of the day, but between Big Mac and herself it don't take too long. By the time Luna's moon is in the air, the crickets singing along with the cicadas in the early night, everything is set and ready for bed, Granny Smith following along soon after. It is odd, though, that she ends up tossin and turnin in bed for a little while. Something just seems... off for some reason. It takes a bit to figure it out, but the house is creaking and moaning more than usual at this time of year-and Granny would know, she's lived in barns for mosta her life! Hopefully it's just a loose board or something kickin up a fuss in the wind.

Granny Smith is jolted out of her tumultuous sleep by the sound of Applebloom screaming, sending her leaping outta bed and running for the door before she's even really awake enough to realize why she's moving, little lances of arthritic pain and the sudden adrenaline working better to wake her up than any coffee she'd ever had. The thick smell of rotting leaves and sawdust hits her like a physical wall once she bursts outta her room, and she hesitates just for a moment at what she sees.

Her home is...warped, the hallway for the bedrooms nearly three times as long as it should be. It almost looks like her home has been fragmented and pulled apart, some sort of cloudy, burnt orange material that almost looks like amber filling in the new space alongside oddly familiar black branches, some tiny, some nearly as thick as Mac's barrel. Most importantly though, are the alien critters swarming all over the hallway.

They're vaguely pony-like, but as big as Mac, if not bigger, maybe more like the size of a buffalo. Instead of being bulked out with fur though, these critters are all muscle and some kinda shell, like big beetles or somethin. A mix of black and orange, it's pretty obvious who's the culprit for the new additions to the decor, though with the weird bug jaws and the massive horns on their heads, Granny isn't willing to complain. 'Least, not yet. More important is trying to figure out how to get through the varmints and get to Applebloom's room, a bit tricky since Granny ain't the spring chicken she once was.

Thankfully, from the bruised and dizzy handful of critters between Mac's and Applebloom's rooms, it seems that her grandson is already on it. Only moments later, Granny lets out a sigh of relief when another buggy breaks through Applebloom's door, Mac marching out right after with Applebloom sat on his back.

"Over here Mac sonny! We gotta git!"

Mac snaps his head over to look at her, and Granny can't help just a smidge of satisfaction seeing how he immediately relaxes, just a little around the shoulders. Her grandson's version of letting out a big sigh of relief, as she's learned over the years. Thankfully, the critters don't seem to ornery, more focused on doing whatever it is they're doing to the house than focusing on her and her grandkids. With a couple body checks, Mac is at Granny's side, and she pulls a shivering Applebloom down off his withers and onto her own. Better to have her boy freed up without having to worry about a passenger, just in case the bugs do decide to get violent.

"You seen Applejack in all this mess?"

"Nnope."

"Darnation! Well, she's a big girl, one o' the Elements fer a reason after all. I say we get otta the thick of it so she don't gotta worry about us, wait fer her or her friends to pop up."

"Eeyep."

Mac-boy nods resolutely, though Granny can tell from the tension in him that he's worried about his sister. Well, 'course he is, he's an Apple, and Apples don't just leave family high-and-dry! But Granny knows her granddaughter like the back of her hoof, and she knows that even with two legs tied behind her back she could kick the snot out of these critters. And so they start making their way through the house, sometimes having to move through stretches of resin-y stuff to get back to the actual wood parts of the house, or needing to push through tree branches that almost act like bushes and brambles, considering where they're placed.

Mac-boy keeps to the front, bulling through any clusters of the bug-ponies in their way to freedom. Thankfully, they continue to be pretty non-aggressive, almost docile, like a herd of particularly stubborn sheep that don't care fer your scheduling. At most, they might hiss a little at being interrupted, but once they spot their little group they just... go back to business. Applebloom even swears that she saw one of them wave at the group once they passed by, though Granny chocked that up to stress and the filly being scared.

Finally though, they manage to find the kitchen, and the back door on the other side of it. After shuffling past a trio of the critters (were they rifflin through the pantry? ... were they working the stove?), they finally manage to get out the door, only to find themselves not in the backyard, but standing on some kind of orange-black bridge in the sky. Well, that's what Granny thought at first anyways, but after a moment to adjust to the odd sight, she takes a look around and realizes what's really goin on.

Their house is stuck in a tree. It's like someone planted a seed in the middle of the house and pressed fast-forward a coupla times-their first floor is suddenly nearly five stories up in the air, different rooms broken away from each other and spread through the orange-black barked tree, resin and random dead wood gathered from nearby building bridges between the remnants of their home. A quick look over the edge of the branch they'd ended up on shows that the foundations and some of the bottom bits of wood are still down there, scattered around the roots,

"Well I'll be darned! What the hay are we gonna do about this little situation, eh?"

A tap on the shoulder brings her back out of her thoughts, and Granny turns to see Mac looking out at the horizon, a concerned expression on his face.

"Mmm? What's wrong, Mac-boy?"

He simply gestures with a hoof, and she looks out to where he's pointing to see something that puts her stomach down more near her feet than anything. With the height boost being on the tree gives them, it's clear to see that there are more of these trees out nearby. A yellow-tinted one out in the Everfree, two in Ponyville proper, one further out on the outskirts of Ponyville, close to the mountains, and even one floating up in the sky, rooted into a black mass of stormy, flashing cloud that sends shivers down Granny's spine.

Somethin ain't right here, but most of all Granny can't help but wonder where her granddaughter has gotten off to.

Chapter 2

"Huh. You don't see that everyday!"

Junebug jumped a little at the sudden voice, turning to see Derpy had walked up beside her at some point. A quick glance around shows that they aren't alone, a good portion of the morning crowd pausing to look at the newest craziness in Ponyville.

"Oh! Well, yes, I suppose not. It's always something with these girls, huh?"

Despite trying to keep her focus on Derpy, she can't help but let her gaze wander back to Sugarcube Corner, just from the sheer oddness. Most of the building seems to be mostly the same as always, but there's a huge, black... mushroom, seemingly having taken the place of the short cupcake tower thing on the top of the building. It's hard to see from down here, but it looks like the top of it is mostly pink, and pastel pink fungal curtains hang down from the edges and stem, shading the whole building like a massive umbrella.

Now that Junebug is paying attention instead of just staring in shock, she can hear some kind of musical beat, dull and echoing like it's coming from deep within the building, yet still strong enough that she can just barely feel it in her chest, slowly growing stronger.

"Well... at least it doesn't seem like the bad kind of chaos?"

"One can hope, Derpy. Do you... not have mail rounds to be doing?"

"Yeah, but I figure that I won't get any real work done until after whatever this is blows over."

"You know what? Fair."

Junebug gives the mailmare a respectful nod, though her attention is quickly drawn back to Sugarcube Corner when the thrumming beat quickly begins to pick up the pace, getting stronger each time. She almost mistakes it for the start of a Heartsong, but a quick internal check doesn't show any reaction in her magic to the building music. This is apparently entirely manual, though Junebug has no idea what kind of instrument could be causing the building to literally bulge a little with each beat, the fungal curtains fluttering in the wind.

...is the giant mushroom dancing a little?

Before Junebug can figure out if it's just natural swaying or something else, all the windows and doors of the building break outward, sending the doors flying open and the window glass across the cobbles, getting a good few startles and shouts out of the crowd. Right after, a variety of trumpets poke out of Sugarcube Corner, sounding out what she is pretty sure is an exact replica of the tune used for a royal entrance, like for Princess Celestia. Oh yeah, and then changelings started swarming out of the building.

This, understandably, lead to a little bit of panic, which Junebug may or may not have participated in.

Alright, she'll be honest; everyone goes running about and screaming. Well, what do you expect? Even if they look weird, smaller than a normal changeling, with shells and eyes and everything else in a mix of black and shades of pink, they're still changelings! Everyone in Equestria knows what they did just a few months ago at Prince Shining Armor and Princess Cadance's wedding! Though, once Junebug is properly cowering underneath a nearby picnic table, she's got the chance to see exactly what the swarm is up to, and it's... definitely odd.

Once again their smallness peaks her interest-not quite foal sized, but definitely not as big as a full-grown pony, and that paired with their color and the little antennae over their eyes gives off the distinct impression of ants more than anything. As for what they're actually doing, well... at least they aren't attacking people? Instead they just kind of, seem to be doing party tricks. Lots of cartwheels and acrobatics, dancing with each other, bouncing around all over the place like foals on a sugar rush! Which, well, considering they came out of Sugarcube Corner, that's honestly not implausible is it?

She can also see some of them bringing more and more stuff out of the building, an eclectic mix of party supplies, baked goods and oddly sophisticated looking machinery, seemingly macgyvered together with a mix of random furniture and a strange, crystal-like pink material. The changelings seem to... yeah, they're spitting the material out to keep their machines in place, quickly hardening into more of that pink crystal. A bit gross, honestly, but not the weirdest thing Junebug has seen-

"Hey there! What's your name?"

"AAAHH!"

All of a sudden there's a changeling's upside-down face filling her view, which Junebug feels like is a perfectly good reason to scream, no matter how high-pitched and filly-like the scream ended up being. The changeling seems completely unfazed, just continuing to grin at her, and it takes her a minute to realize that it must have landed on top of her hiding spot, just kind of... leaning all the way down over the edge of the picnic table to face her.

"Well hi there Aaahh! You know, there's a lot of people with that name around here, was there some kind of big hero named Aaahh that everyone named their kids after? Ooh, ooh, or what about a famous superhero, or a really good ventriloquist, or a chef! Oh yeah, what's your favorite food? Is it a desert? I haven't had anything other than sugar and pumpkin pie so far, but they were absolute-ively delicious! What about you, have you had anything other than that? Well of course you have, you probably got born, like, years ago! Man, you're old huh? What's that like? I've been alive 14 hours, 23 minutes and 16 seconds, I can't even imagine being alive one year, let alone more! So yeah, what's your favorite food?"

The word scramble finally ends, though it takes a few moments for Junebug to actually process that, still struggling to try and pull as much meaning from it as she can. The whole time the bug just keeps smiling at her, patiently waiting for her to respond. And, it's just... not what she expected from a changeling? Like, at all? Granted, Junebug had never met a changeling before, but all the stories were about how cunning and vicious they are-these ones are just hyperactive little foals.

"Um... spring greens? And, well, my name isn't 'aaahh', it's actually Junebug."

"Oooohh, yeah that makes more sense! Nice to meet you Junebug, I'm Babypop! So, me and my sisters think that we might have spooked you ponies, which was totally not what we were going for, super sorry about that! But now that we're friends, would you like to join the celebration?"

"Uh, celebration? Celebration of what?"

Junebug barely even realizes that she's started to crawl out from under the table, or that she's already much more relaxed. These miniature changelings are just too dang friendly, and her small-town manners have taken over. Babypop on the other hand simply jumps down to stand next to her, though 'bounce next to her' would probably be the more accurate description.

"Why what else? We're celebrating the founding of the Jestlings, and the pre-birthday party for our Queen!"

Ah. Well, that sounds somewhat more concerning than them just being little party animals.

Chapter 3

By noontime, Ponyville is in a state of-surprisingly benign-crisis, and Mayor Mare is doing her best to keep the town from falling apart.

Honestly, at this point the changelings are only half the problem, her biggest issue is twofold; the civilians are panicking and not following procedure, and the Elements are no where to be seen. Mare had never realized it before, but even just having the Element Bearers running around, visibly in the process of trying to solve the disaster of the week, it helps to keep ponies calm. Even when said disasters aren't solved for a few days, or are even caused by the Elements themselves, that... assumption of competent help, it shows ponies that something is being done, and ponies end up being much more amenable to leaving things to the professionals, so to speak.

Without them, her citizens just keep getting more anxious and scared, a negative feedback loop that's not helped by all the different kinds of changeling that have started to crop up, all acting differently. In fact, that's one of the main things that she has the few Ponyville guards reporting on, the different kinds of changeling and the odd plants that had popped up all over the town, one such guard coming by to give a verbal report just now.

(Honestly it's a relief, both for the information and the break from trying to write a letter to Canterlot that could somehow explain the situation.)

"Report Guardsman, how are things looking out there? What can you tell me about these trees that have popped up?"

"Yes ma'am!"

The stallion gives her a crisp salute, which is pretty amusing. Must be a stallion fresh out of training, recently transferred, none of the Ponyville guards that are here more than a month act so stiff.

"Currently there are 5 confirmed unidentified magical flora, with one currently unconfirmed but suspected out in the Everfree, only sighted by our flying guardsmare. Confirmed UMF's have been found at Golden Oaks Library, Sugarcube Corner Bakery, Sweet Apple Acres, in the local cloudscape of Pegasus Perch public flight zone, and out on the town outskirts leading to the Crystal Mountains. A volunteer Unicorn cast some diagnostic spells when requested, and the UMF's all radiate dark magic. The changeling-like beings seem to be spawning from holes in the UMF's, or at least emerging from a magically expanded internal space using them."

"Mmm," Mare taps at her chin, trying to ponder on what is happening. "I almost want to say that this was some targeted attack on the Element Bearers, but the one out on the town outskirts is a wrench in that idea, let alone the potential one out in the Everfree. What about these changeling... subspecies, lets call them. What do we know so far?"

"We have 3 confirmed sightings of changeling subspecies, 3 suspected but unconfirmed. Jestlings from the Sugarcube Corner hive, Bravelings from the Sweet Apple Acres hive, and Brightlings from the public flight zone hive have all self-identified when questioned, which is where we got the names for them. We've had some potential sightings of the other three suspected subspecies, but no official interactions, and descriptions of all are in the dossier, as requested."

That they are, as Mayor Mare can see. Each subspecies is quite distinct, even if they still share some general traits with each other and baseline changelings. The Jestlings, for example, are described as being ant-like, while the few Bravelings seen so far seem modeled more after large beetles. As for the Brightlings, well, they've definitely been heard, but only glimpses of them flashing by have been caught so far. All that's known about their description is that they seem to be a mix of black and any two random colors, they are incredibly fast, and they emit a constant humming that one farmer compared to 'the largest dragonfly he'd ever done heard', end quote.

Other sightings are coming in as well, but with all the chaos it's near impossible to tell if they're just more sightings of the confirmed subspecies, or hints at other changeling-like creatures that are just better at hiding than these first three. At the very least, while all of them seem quite chaotic-and not particularly good at obeying social conventions-they don't seem to be actively malicious. All injuries reported so far have been from stampeding or from shock and surprise, rather than anyone actually being assaulted.

"Well, keep up the good work, mister... apologies, but I don't think I ever got your name?"

"No worries ma'am, I didn't give you one!"

It takes a moment to process that, but Mare snorts at the little joke. A little levity does her good in these stressful times, after all.

"Well, would you like to tell me it now?"

"Can't do that, ma'am!"

"... and why is that?"

The stallion seems to hesitate for a moment, a complicated expression visible under the guard's helmet, but continues after a moment.

"Don't have one, ma'am."

"Ah. Would I be right in assuming that you are, in fact, a changeling?"

"Not quite, ma'am! I'm a Braveling, which we're pretty sure is different!"

With a flash of orange flame, the stallion is replaced by an even bigger, bulkier Braveling, who shuffles in place at Mare's stare. In the back of her mind, the appearance of the Braveling tickles an old memory from back in her university years-something about a nation to the northeast of Farasi, though she can't remember what it was called. Apparently the native race there were called 'rhinos', and the Braveling in front of her looks like a bug-like version of the drawings she'd seen, though the horn shape is a bit different.

"And... why did you disguise yourself as one of our guards?"

"Too many cooks in the kitchen back at Sweet Apple Acres, ma'am! Figured I could do some good here in town by helping keep the peace!"

That... what?

"And why, exactly, do you want to help keep the peace?"

"Right thing to do, ma'am! Our Queen is still gestating, but even in her dreams she projects the values of hard work and helping your community. Hive comes first of course, but Ponyville is part of our community now, too!"

"Huh... well, I will take that into account at least. For now though, you do realize that I'll need to have you arrested for impersonating an officer?"

"Oh. Uh. I did not know that was an arrest-able offense, ma'am. That being said, I'll pony up to my mistakes!"

Well, that's good. As Mayor Mare gets up to call in a guard-hopefully an actual guard this time-for the willing detainment, she mulls over what, exactly, this 'Queen' could mean for the situation. With a bit of logical deduction it's simple to assume that this must be a different queen changeling to Queen Chrysalis, the one who started that invasion in Canterlot. That being said, there's no gaurentee that she'll continue to keep directing her drones to cooperate once she wakes up. After all, as the Braveling said, 'The hive comes first'. And if Ponyville and the Hives end up coming into conflict, well, she's got no idea how they could survive.

Mare really needs to get that letter finished and on its way.

Chapter 4

Sweetie Belle was very worried about Rarity.

As usual, her big sister had decided to overextend herself. Even though she'd gotten some kind of food poisoning yesterday, she'd just gone heavy with her foundation to hide the green tinge, grit her teeth, and gone out for her weekly gem gathering. Granted, it's not nearly as hard since she'd brokered some kind of deal with the Diamond Dogs, but still! And now Sweetie hasn't seen her at all so far today, and apparently there are changelings popping up all over Ponyville!

In fact, she's gathering supplies to go find Scootaloo and Apple Bloom, so they can try to help out anyone in trouble, when all of a sudden there's a knock at the door. And, well, a changeling probably wouldn't just knock politely at the door, right? Although cautious, the thought that it might be someone looking for help makes the decision for her, and-with a frying pan in her telepathic grasp out of view-she opens the door to find a familiar yellow-coated mare.

"Fluttershy! What are you doing here!"

"Oh, hello Sweetie Belle. Is now a good time? I can-"

A trio of giggling pink changelings in the form of a living wheel roll past, making Fluttershy 'eep!' and hunker down until they're further down the street.

"I can come back later if it's not..."

"Oh, no, come in, come in!"

Sweetie ushers her inside, ingrained etiquette from Rarity putting her just about on autopilot, going through the motions of getting the mare in the sitting room and grabbing some tea and snacks as they talk.

"What are you doing here, Fluttershy? Shouldn't you and everyone else be out there, figuring out how to kick those changelings out of town?"

"Oh," Fluttershy's ear twitches, it kind of looks like she wants to itch it but doesn't, for some reason. "Well, all of the chaos with the changelings is... well, a bit much for me, if I'm honest. Rarity said that I could come by and keep you safe so she could focus on helping everyone out. I-if that's alright with you, of course."

Sweetie's first instinct is to get indignant, to exclaim that she's old enough to take care of herself! But, this is Fluttershy, she isn't going to take that in a positive way. (And, if Sweetie is 'Applejack Honest' with herself, she actually is pretty scared about all this.) So instead she just sighs in relief and hidden annoyance as she sets down the tea set on the coffee table between them.

"Well, it's a relief to know that Rarity is alright. When she didn't come back last night I was really worried! I'm just glad that it's the weekend, trying to get back home from school in all of this would have been a nightmare. Feel free to have whatever, by the way!"

"Oh, I couldn't imagine, everyone stampeding around like they are..."

The older mare shivers, wing feathers fluffing up for a few moments before she starts patting them back down.

"But everything should be fine soon, I'm sure Rarity will have everything settled and proper in no time."

That's... something is off with the way Fluttershy said that, but Sweetie can't figure out what it is. Eh, she might just be a little paranoid with all the chaos outside? But, just in case...

"Yeah, I'm sure things will be back to normal in time for you two to have your Spa Day tomorrow. Rose Blossom and Aloe are miracle workers huh?"

Fluttershy pauses mid-sip of her tea, blinking a few times before looking at Sweetie in confusion.

"Isn't it Lotus Blossom and Aloe? And, I'm sorry, but did Rarity mention changing our Spa Day this week? Oh dear, I must have forgotten..."

"Ah, no, just got things a little mixed up in my head, sorry!" Sweetie scratches the back of her head and smiles sheepishly. "I guess all of this changeling nonsense has got me more out of sorts than I thought."

Fluttershy's ear twitches again, and she gives Sweetie a sympathetic look. Soon after, the yellow coated mare has shuffled over to Sweetie's own couch, putting a wing over her back in a classic Pegasus Snuggle. Yep, definitely Fluttershy!

"Oh my, I can't imagine how stressful this all must be for you! But don't worry, I'll be here as long as you need me, I promise."

They spend most of the day just hanging out like that. Other than refills on snacks and drinks, they play a few board games
and tell each other stories, only interrupted once by a guard coming to the door a little after lunch. According to Fluttershy, things are still pretty crazy out there, but Rarity and the other girls are hard at work trying to figure out what's going on. The mare doesn't dwell on it though, instead getting right back into her retelling of the time she was a model with Rarity's help.

And wow, Sweetie had assumed that Rarity had exaggerated or downplayed on some points, but apparently she was spot-on! Fluttershy nearly recounts word-for-word when Rarity had told her about it herself, so they must have, like, figured out all the details with each other beforehand. Still a gripping story as always though! There is one odd thing though-throughout the day, she's noticed these glimmering, gold-colored threads ending up here, there and everywhere, glimmering in the slowly fading light of the day. When she asks Fluttershy about it, the older mare actually blushes, which is adorable.

"Oh dear, I'm sorry, I was taking care of some gilded grain spiders before everything started. I suppose some of them most have followed after me and decided to set up in the boutique. I'm very sorry about this..."

Fluttershy starts to retreat into her metaphorical shell, so Sweetie quickly reassures her.

"Oh, don't worry, we can always clean up the webs later! Honestly, with how pretty they look in the light, I wouldn't be surprised if Rarity wanted to commission you and these spiders to make some spools of silk."

She looks around at the half-finished webs in a little bit of awe, almost missing the way that Fluttershy ducks her head down. Thankfully, this time it's in that 'I find it hard to accept praise so I'm embarrassed' way, rather than feeling guilty or anything. She's got a smile on and everything!

Honestly, Sweetie's not sure why. She's not even particularly into tailoring the way Rarity is, but even she can tell that this spider silk could make for some stunning clothes, assuming that they're reasonably sturdy when woven. Ooh, and if they take to dyes well, then that'd be even better! With the way it kind of glitters, she bets that any dyes would make the silk look like different colored gemstones, except as cloth, which would work great for Rarity's favorite fashion centerpiece!

If Sweetie Belle had been looking at Fluttershy while she ranted about the spider silk's potential uses, she might have noticed the smug, satisfied smile on the mare's face, or maybe the oddly possessive look in her eyes. Or maybe not, since every time Sweetie glances back at Fluttershy, she seamlessly switches back to a generic, kind smile.

Chapter 5

When she emerges, the first thing she sees is a crooked column of light crashing down on one of the Mother Tree's nearby metallic branches. Immediately after is a thunderous explosion that might have burst the eardrums of a less specialized pony species, but she only hears a symphony of voltage and arcing current, electricity snapping and crackling closer as it travels along the nearby branches and into the trunk.

As the electricity passes over her where she's still half inside of her emergence hollow, it plays across her exoskeleton like playful minnows, the fibers her kind have in place of hair for their manes and tails frizzing up into a permanent 'standing on end' look. In that moment, as she tries-and fails-to blink the streak of light from her eyes, she knows her name.

Storm Rider.

Of course, the moment can't last forever, and the hive link lights up in the back of her mind in reaction to the bolt of lightning. The link is a hard thing to describe, because it isn't like you're just thinking words at others. Instead, it's more like Storm's mind is just a little piece of a much, much bigger brain, mostly independent but able to send and receive pure information across the link. Within only moments, she's 'downloaded' the hive's General Knowledge packet as of a few minutes ago, as well as sending her own opinions of where she'd be best used on the currents. Soon enough she gets a favorable reply back; she's on storm management duty!

With several hundred hours-worth of Brightling flight data to guide her, she jumps out of her hollow with zero fear, her four wings humming into motion until they're flapping so fast they look more like blurry streaks over her back than anything. After some quick physical flight tests-it definitely wasn't just her messing around!-Storm Rider darts up to where her new crew reported their last positions, soon enough merging into their flight formation with a smoothness that can only come from knowing where they all are as well as she knows what way her legs are folded under her.

With the constant rumbling booms and snap-crackling of lightning and thunder in the boiling black clouds around them, verbal communication is less than useful. Instead, her crew introduce themselves over the link; Call Sign is the crew leader by dint of being one of the oldest Brightlings, as well as her particular knack for manipulating the link with ease. Do Re and Mi all emerged from the same hollow one after another, and have decided that makes them 'triplets', a pony term picked up by some of the older Brightlings. Flight Feather is the last of their crew-besides Storm Rider herself-to already have their name, but the other three are hopeful that they'll find them soon. Until then, they can still be differentiated through the link, it'd just be an issue for verbal communication.

As for their job though, they need to work a careful balance with the storm clouds that constantly build around the Mother Tree. She constantly radiates a mix of dark and weather magic, which is why the storm clouds constantly form, the lightning produced refining that energy and sending it back into the Mother Tree as food, both for herself and for Brightlings like them. However, the storm clouds need to be managed, contained close enough to the Mother Tree that the lightning is drawn towards her, while also breaking them up enough that huge lightning bolts like the one Storm Rider saw don't form. The intensity of those are too strong for even the Mother Tree, superheating her metallic wood until it glows cherry-red, taking more energy to heal from than what she gets from absorbing them.

Working the storm is simple, but that doesn't mean that it's easy. In terms of the physical work, the clouds roil and boil under Storm Rider's hooves, but otherwise are pretty predictable in their behavior. A query to the hive about how clouds normally work gives her some info on the Queen's experience with clouds; as it turns out, usually storm clouds should be a less tame under their hands. Her best guess is that it's some kind of species-based specialization that makes them so easy to work with. Though now she can't help but wonder if regular clouds would be easy to hard to work with-wait, no, back on track!

After some time, the hive comes to the collective decision-after some small scale experiments-to coax the storm into more of a hurricane around the Mother Tree, with the idea being that the active flow will absorb any storm clouds as they form, rather than needing to be constantly re-gathered as they drift away. Though, as Storm's crew gets into formation with all the others to start whipping up the necessary winds, she can't help but query the hive again about why they need to do so. She gets two answers, one that seems logical and reasonable, and one that confuses her a bit.

The first is that, this way, all of the Mother Tree's storm is condensed into one area, and they don't have to go through the effort of flying out to gather the ones that have drifted far away. The other is that the Queen, even in her sleep, feels an obligation to keep the skies above Ponyville as clear as possible, considering the circumstances. And, well, even if it seems odd, who is Storm Rider to question the Queen?

A third answer reveals itself as they get the condensed hurricane structured and spinning around the Mother Tree; it looks bucking cool! The black clouds form a circular wall surrounding the Mother Tree, constantly in flux as jagged arcs of lightning snap into place within the walls. What Storm didn't expect, however, is that the forces involved would pull the clouds away from the Mother Tree itself, creating a massive skylight, the 'Eye of the Storm', shining light down over the Mother Tree and creating curling, twisty rainbows.

The Queen stirs a little in her gestation pod at the heart of the Mother Tree, and Storm Rider can feel the magic that pulses out, somehow causing the rainbows to crystalize. Floating bridges of multicolored light form, leading to and from the Mother Tree and into the Stormwall (so named by an enterprising Brightling somewhere in the hive link), acting as further lightning rods that absorb forming lightning bolts to draw back to the Mother Tree. It's an awe-inspiring sight, and Storm Rider can't help but feel pity for anyone without wings. All they can see from the ground is a dark black ball of clouds in the sky, but inside is a beauty like no other. It seems almost poetic, though she's not all that familiar with the concept, just seems like an appropriate label.

More importantly, Storm is hungry! If Brightlings were capable of sweating outside of a transformation, she'd have definitely worked one up, and she was literally born not more than a few hours ago. It's a good thing that there's so much electricity available, though as much as she loves lightning she'd much prefer some Loyalty. The hive had only been able to gather a little bit of it so far, it's even harder to get their hands on than Love, but even the sense memory shared over the link makes her mouth water...

Chapter 7

Scootaloo had been at the park when the whole... situation started, an unfortunately she'd ended up separated from her aunts pretty quickly. Considering the bug pony things that had sprouted up out of nowhere were all over the place, she came to the only conclusion for what to do she could think of: Go to Zecora!

Now, it's not just a decision made out of nowhere, she and the girls had plans put in place! CMC Emergency Response Code; Zeta-Phantom 23b. In case of an emergency where the town is in chaos and/or has become dangerous, and you don't know where any responsible, competent adults are, retreat back to the Everfree and use one of the (mostly) safe routes to get to Zecora's house.

So, there she is, pushing her scooter as hard as she can, dodging through gnarled tree roots and mossy rocks as best as she can, wings flapping as hard as they can for the extra propulsion-and suddenly, there's a foal right on the path! With a yelp, she jerks her scooter out of the way, but that sends her on a wobbly collision course with a nearby tree trunk, and she can only groan internally and brace for impact-

Thunk!

Eugh... Scootaloo is pretty used to sudden crashes, she's learned how to take a fall or impact safely, but even so it's never fun. While she tries to shake the dizziness out of her head, she hears a distinct woosh-y kind of sound behind her, almost like a fire flickering. Concerned about A) being in a forest and B) the idea that there might be a forest fire in that forest, she turns around and stumbles up to her hooves, though with the way that the world is kind of spinning she nearly falls right back over.

"Woah there! Take it easy, that crash must have knocked your noggin pretty bad. I'm really sorry, I shouldn't have been just standing in the path!"

Someone supports Scootaloo's weight on her left side, and with a few more moments to clear her head, she finally gets a good look at the unicorn filly. She's not actually that much smaller than Scootaloo, probably only a year or two younger than her, and she's got a dark purple coat that matches well with her sunflower-yellow mane and tail. No cutie mark, which is expected at their age, but definitely something to note for a potential CMC mission in the future.

"It's fine, it's fine! I was going down the trail pretty fast after all. I just wasn't really expecting to see anyone else in the forest so I wasn't really prepared to dodge. Are you trying to get away from the Changelings in town too?"

That gets a reaction, the filly jerking her head up to look Scootaloo in the eye, shock on her face.

"W-wait, what?! There's Changelings in Ponyville?"

"Eeyep!" A little inside joke, copying Apple Bloom's brother. "That's why I'm out here in the Everfree at least, I'm on my way to a... family friend who lives out here, try to wait it out. Do you want to come with? It'd be safer than just wandering around out here."

"Uh... yeah, yes, I think I'd like to do that."

She's obviously still pretty stunned by the revelation, and who wouldn't be? The filly is just kind of on autopilot while Scootaloo gathers her scooter back up, checking it over for damage. Thankfully the wheels are still fine, though the front bar for steering is bent at a wonky angle. Still, it'll be easy enough to pull along the rest of the way, even if she can't ride it. With a firm nod, she turns her attention back to the filly, happy to see that she seems a bit more present in the moment now.

"I'm Scootaloo, by the way! What about you?"

"Oh, uh... Helping Hooves, I'm Derpy Hooves cousin! That's actually why I'm here. I, uh, don't really have a good sense of direction, and somehow I ended up here."

"Wow, your sense of direction is really bad!" Scootaloo tries to hide her laugh, ends up snorting instead, and immediately tries to change the subject. She wouldn't want her new friend thinking she'd been insulting her after all!

"A-anyway, let's get moving! Zecora-that's the mare who lives out here by the way-her house shouldn't be more than like, ten minutes further down the trail. We can figure out what to do next once we're somewhere secure."

The two talk as they move along, though Helping ("Helpy is fine!") is a bit more on the timid side, more willing to listen to Scootaloo's stories than talk about herself. She does learn a couple things though, like how Helpy is thinking about going into medicine, since-much like her name-she loves the idea of helping ponies. Scootaloo did try to stray away from the whole 'the town is being invaded' thing, but Helpy was pretty insistent on learning more about what was going on, and she just couldn't say no to those puppy dog eyes. Those things are weapons of mass destruction!

Eventually though, they came to the clearing that Zecora's home is settled in. Scootaloo had actually thought that it was some kind of magical copy of Golden Oak's Library the first time she saw it, but Zecora had clarified that it's actually a mangrove tree, rather than an oak like Twilight and Spike's place. She speeds up into a trot, smiling back at Helpy as they pick up the pace.

"I know it might look a little eerie, but Zecora is actually super nice! She knows how to make potions, and like, magic totems and stuff, even though she's not a unicorn, it's super cool! I'm sure that she'll be able to kick out any Changelings that try to attack us-AAAHH!"

Scootaloo had been more focused on the complicated-looking expression on Helpy's face as she opened the front door, so when she turned back to look in Zecora's home, she saw the mare sitting down in front of three Changelings! They look a little different from how Rainbow had described to her, smaller than Scootaloo herself and with a carapace colored in black and yellow stripes. They don't look particularly surprised to see Scootaloo, though Zecora certainly does, a look that quickly changes to one of chagrin.

"Scootaloo, how glad I am to see you. Though, I suppose this must be an odd view?"

"Wha, buh, habau va, eda?"

She's so surprised that the only thing that comes out of her mouth is literal nonsense, she doesn't even notice Helpy peaking over her shoulder with that same complicated look on her face, almost glaring at the 'changelings' in the room. Zecora giggles a little at the sheer dumbfounded look on Scootaloo's face, waiting for the filly to collect herself before continuing.

"I'm sure this is a surprise, but please assume I am still wise. Changelings are vile, that is true, but these are Kindlings, something new! New twicefold in fact, their arrival in the forest is a recent act."

"And... how do you know that they haven't brainwashed you to think they're nice? I heard that the Changeling Queen hypnotized Twilight's brother!"

Scootaloo points at the trio accusingly, which seems to make all of them embarrassed. One of them focuses for a moment, making their horn start to glow, but right after a shadow stretches out from a corner and latches onto the magical glimmer, neutralizing it at the same rate as the power is gathered.

"We couldn't use our magic no matter how hard we tried, assuming we even wanted to. Miss Zecora here can be pretty scary when she wants to be."

The mare in question just smiles mysteriously at the tepid glares directed her way.

"The Everfree is a dangerous place! Of course I wouldn't let foreign magic take place. I hope that has assuaged your fright, so why don't you two come in before night?"

Although still cautious, and keeping an eye on the three strangers, Scootaloo crosses over the threshold, ready to sit down by Zecora with Helpy to make things a little more even... but Helpy is still hesitating at the doorway, and something cold settles in her stomach.

"Helpy? Y-you coming?"

The filly visibly flinches at Scootaloo's voice, but after a moment she nods and steps over the threshold. Immediately, shadows reach out to cloak Helpy, and she can't help the feeling of betrayal making a knot in her insides when the shadows dissipate to show another Changeling-or rather, a Kindling.

"You were one of them this whole time?!"

Helpy-is that even her name? Or was that fake too?-huddles in on herself, scuffing one of her hooves on the floor as if to buy time to respond.

"... yeah. But!" She jerks her head back up, and Scootaloo is surprised to see actual tears in her eyes. "But I wasn't trying to lie to you! It's just, you crashed because of me, and I wanted to help you, but I knew you'd be scared if you saw me like I am, and, and..."

The sight of Scootaloo's friend(?) sitting there, trying to stifle her crying, well... whatever embers of anger that might have been building up in her are doused right away at that.

"Do you still want to help ponies?"

"...huh?"

"Do you still want to help ponies, like you said? Do medicine or whatever?"

Helpy nods hard enough that Scootaloo's worried that she'll hurt her neck, seemingly unable or unwilling to speak at the moment. It's enough for Scootaloo though, there's an earnestness in the Kindling's eyes that just can't be faked. After a moment to search her feelings, she nods resolutely before walking back over to Helpy. She can see how the Kindling tenses, bracing herself for whatever Scootaloo's reaction will be, but all she's got in store is a big 'ol hug. Helpy goes completely still, and worried that she might somehow misinterpret, Scootaloo speaks her feelings, just like she and the CMC had learned a good few times.

"I'm still mad that you lied to me about stuff. But, you're probably right that I wouldn't have handled it well, seeing you were a... Kindling when we first met. But Zecora can tell you well that shunning ponies just because they're different is a terrible thing to do. And if you wanna help ponies, then you're gonna need people helping you out. And, me and my friends'll be that for you, okay?"

After a moment, Helpy starts to cry, and Scootaloo's super worried that she somehow bucked this all up-pardon her Prench-but before she can pull away and ask for Zecora's help, Helpy latches onto her side like a tick, not willing to let Scootaloo go for anything. She looks back over to the others in the room for help, but all she finds are three Kindlings fighting back tears-and losing-and Zecora giving her that mysterious, satisfied look she has whenever Scootaloo or one of her friends meets her expectations.

She's going to be stuck like this for a while, isn't she?