MLP x ALIENS: Feuding Hives

by Vmidnight1917

Rating: mature
Tags: My Little Pony: Friendship is Magic, Dark, Death, Alternate Universe, Changelings, Original Character, Science Fiction, Horror, Queen Chrysalis, Profanity, Violence, Crossover, Gore
Length: 11894

In an alternate universe ignoring season 5 and beyond, the Changeling hive must face off against the perfect organism.

The first of a planned Novella trilogy involving Aliens and Ponies, this story follows Queen Chrysalis and her underlings as they attempt to save her hive after two changeling scouts changeling accidentally uncover a crashed alien spaceship deep in the uncharted western forests, as well as its cargo: a perfect biological weapon of mass destruction.

Published 2024-12-24 22:20:01 UTC
Last updated 2024-12-24 22:20:01 UTC

Chapter 1: Discovery

The beaming light of the sun shone all across the wide, welcoming land of Equestria. It was a beautiful, bright morning like any other. A flock of birds flew through the sky, over the thick, endless canopy of the Everfree forest. Miles and miles of unending treetops blanketed the landscape, only to soon give way to rolling foothills and enormous mountains of Equestria’s Badlands. All was silent in the air now, but only momentarily.

From the tallest mountain on the horizon, there began a loud, buzzing drone, and a steady stream of hundreds of little dots, that began to all fly off in different directions. This mountain was more than just a mountain, but rather, it was the pinnical of uncivilized, pre-civil engineering. A primitive structure like no other, both in purpose and in design: the hive kingdom of Queen Chrysalis, and her clan of Changelings.

The Hive was a sprawling supercity built into what used to be a mountain, a few miles South of the Equestrian Badlands, with dozens of massive, perfectly circular indents and holes carved directly into the rock face. It had taken around three years to complete, and now, it was home to Equestria’s oldest, most organized, most numerous, and most aggressive changeling colony. Two changelings pulled off from the massive swarm, then pulled northwest, toward the unknown.

The pair of changeling scouts flew gracefully through the air. Despite how rapidly their wings buzzed, neither of them had even broken a sweat. Attacus and Andrena, a pair of changelings, brother and sister, were renowned throughout their sector of the hive. There were even talks that these two would end up being head scouts someday, perhaps even royal guards.

“Keep up if you can, Attie,” Andrena called out playfully, making a rapid dive toward the forest below.

"Dammit, Andrena." The deep-blue eyes of the changeling furled inward with playful frustration as he rolled over and followed his sister in her dive. The air whizzed past his his face as he dropped rapidly, before extending his wings outward and slowly pulling into an angle parallel to the ground, buzzing his wings to keep his height.

Attacus may not have been nearly as good of a flyer as his sister, but what he lacked in flight skill, he made up for with his 20/20 vision. He scanned the horizon for anything other than the endlessly stretching trees.

"Anything yet, Attie?" His sister called back to him.

"Not yet," Responded Attacus with a shout. "Just trees, trees, and more fuckin' trees."

"Booooring!" Andrena shouted, turning to face her brother whilst flying backwards. "There's gotta be something out here other than trees!"

"If there is, I'm not seeing it."

Despite how fast the pair were screaming across the sky, time seemed to drag on ever-so-slowly. After about the first hours or so, scouting would get boring. The air seemed to have a still quietness to it, once one would get used to the loud, rhythmic thumping of changeling wings, and the howling of the wind.

Attacus looked up at his sister, who was cycling through different forms. First, a bird, then a fish with wings, then a hippogriff, and then finally back to her normal self. Attacus, despite being vastly different in personality from his sister, always had a certain appreciation for her. She was much, much different from the majority of the changelings in the hive. Whereas most changelings were always somewhat bitter, jumpy, and nervous, Andrena always had a sort of happy-go-lucky and approachable personality. Her friendliness, however, came at the cost of getting chewed out by her superiors and the royal guard. Even Queen Chrysalis had gotten onto her about it a few times, saying that her personality was "Too Friendly", and would get her badly hurt or even killed one day. Andrena, of course, never heeded these warnings. Attacus secretly wished he could be as carefree as his sister.

Attacus' thoughts were interrupted by a sudden, sharp gust of wind from the left, throwing him off-center briefly. He tumbled through the air for a few seconds, before regaining control. In those brief moments, however, Attacus spotted something off in the far distance, near where the forest ended and the mountains began. At first, Attacus believed it to be exactly that, a mountain. However, there was something distinct about it. Its shape looked much too deliberate to be a mountain. Attacus called out to his sister.

"Hey Andrena!"

The changeling dipped her wings, then swung up into a cobra maneuver, before buzzing her wings to hover in place, before turning to answer her brother.

"What's up?"

"Look over there," Attacus beckoned. "See it? Just past those mountains..."

Andrena turned her head, then smiled ear-to-ear.

"Right on," She said as she changed direction and dashed toward the massive structure in the distance.

"Damn it, Andrena," Attacus called out. "Wait for me!"

The two changelings zipped through the air, the cold wind biting at their exoskeletons. The closer they got to the structure, the more nervous Attacus became. By now, he could tell the structure had been put there, as opposed to being natural. However, it left him with more questions than answers. It didn't look as if it had been built by any civilized race he'd encountered, and more worryingly, it didn't look as if it had been built where it currently was, almost like...
Attacus' thoughts were once again interrupted, this time by his sister taking a steep dive. He followed suit, punching through the trees and coming to a hard landing on a large bundle of roots. He stood up, rubbing his head. By his guess, he had landed about a few dozen yards away from the mysterious structure. He could hear Andrena somewhere off to his right.

"Hey, Attie! I think I found a way inside!"

Attacus stood up, hovering through the dense foliage toward the source of his sister's voice. Upon emerging through a particularly thick bush, he spotted his sister, staring at a massive entrance to the structure. It looked like a long, phallic tube, with a large opening easily big enough to fit a bugbear, by his guess.
“Careful, Andrena,” Attacus called.

The eager little changeling slowed her pace, taking a moment to stare into the darkened chasm. Neither of the changelings had never seen anything quite like it before. Attacus' unease had intensified by now. He wanted to get out of here. Judging by the shadows on the ground, they had already used up about three quarters of their allowed scouting time.

“What do you think is in there, Attacus,” His sister inquired eagerly, trotting in place.

Attacus paused, his wings buzzing briefly as he thought of a reply to his sister.

“Don’t know…But it’s really dark…I don’t think there’s anything good in there…”

Andrena turned to face her brother, pouting with disappointment.

“C’mon, don’t be such a downer. I’m going in!”

Attacus' wings shot up and his eyes widened. “No wait, don’t--!“

His words fell on deaf ears as the changeling bounded gracefully past him, then buzzed her wings, disappearing into the darkened chasm. Attacus pranced nervously, before hesitantly following her inside.

Attacus' eyes struggled for a bit to adjust to the darkness, and he ended up bumping into the solid, bumpy, and oddly moist walls. After what felt like hours, his eyes began to adjust to the darkness, glowing to light his way along with his wings.

Once he saw the walls of the corridor he found himself in, he really wish they hadn't.

The walls were lined with stomach-churning patterns, like ribs. In the back of his mind, Attacus thought it resembled what he thought a skinned changeling hide would look like. His eyes finally landed on a familiar sight: his sister.

"Look at the walls," Andrena shouted, her wings twitching with excitement. She bounded gracefully from one wall to the next, admiring the eerie architecture. "It's like this place was, like, alive or something!”

Attacus turned away, the walls making his innards churn with unease. It was unsettling, to say the least.

"Yeah...Alive...Sure hope there's nothing in here that's…alive…this place gives me the creeps...Let's get out of here before something weird happens...It's getting late, Queen Chrysalis--"

"Chrissy this, Chrissy that," His sister interjected. "C'mon, Attie, you’ve been getting your tail in a twist about Chrissy all week! Let’s keep going, maybe there's something cooler deeper in here!"

Attacus gulped audibly. "D-Deeper?"

"Yeah, deeper! Now c'mon, let's keep looking," Andrena stated gleefully. "There's gotta be something in here. I mean, it's not every day you find something like this..." With that, she bounded through the empty halls, humming to herself. Attacus cringed with anxiety. As much as he admired how cheerful his sister was, he couldn't help but feel a sense of unease in this strange place, and an overwhelming dread of what lay ahead...

Chapter 2: Contamination

Andrena leapt eagerly through the barren corridors, her mind racing with thoughts of what lie ahead. In her mind, she pictured great treasures, ancient artifacts, and other goodies not discovered by any creature. The ribbed walls were such a strange, eerie sight, but she admired them greatly. She pictured an ancient sculptor going into great detail to carve such intricate detail.

The floor seemed rather drab compared to the walls, but that was to be expected. No great sculptor would want some creature to step on and damage their life's work, she thought to herself. Andrena kept walking, growing tired of her brother's nervous rambling behind her. Andrena turned to face her brother, smiling.

"Who do you think built this place, Attie?" She giggled, her wings twitching with glee.

"Something straight out of Tartarus," The nervous changeling spoke up. "If not, it certainly looks that way..."

Andrena frowned. "Awww, c'mon, don't be like that," she responded. "Maybe it was built by space aliens!"

That was certainly an interesting possibility, she thought to herself. If it was indeed built by aliens, that would explain the strange architecture. Perhaps this massive structure was their spaceship. She wondered what such aliens would look like.

After a short while of walking, she came into a massive chamber, lined with the same ribbed texture as the hallways. She froze, staring into the center of the massive chamber, with a gleam in her eyes. What lay before her was hard to describe, but she thought to herself that if this was a spaceship, this must be the pilot's chair. A massive seat, with an intricate apparatus attached to the base of the chair, aimed at the ceiling of the room.

Her eyes moved down to the chair, and what appeared to be an enormous, alien skeleton, its massive, humanoid hands gripping onto a pair of what looked like joysticks. The long-dead alien's pear-shaped skull was enormous, enclosed by an equally large bubble. The skull's jaw hung loosely, underneath a long, bony, elephantine trunk that ran down the center of its body, and seemed to be an anchoring point for its huge ribs. In some places, the corpse seemed to have fused with the chair, not as if it had died that way, but as if the corpse was part of the ship itself.

"No way...Attacus, pinch me, I'm dreaming..."

Attacus didn't respond. It seemed that he, too, was focused on what sat ahead of them...

"This is so...so...Awesome!"

"Shh," Attacus cut her off. "Your voice is loud in here..."

"What, you think he's gonna wake up or something? Look at him, he's been dead for who-knows-how-long!"

"That's what worries me, sis," Attacus responded. "What killed him?"

Andrena paused, examining the corpse, before buzzing her wings and hovering over to the corpse. The skull of the creature was a lot bigger up close, almost as big as her.

"Maybe this did," Andrena stated matter-of-factly. "There's a big-ol' hole in his chest."

Attacus shivered, wondering if he might end up with a similar fate if the two hadn't returned in a timely manner.

"Well, I guess this means that this place was built by your space aliens...Now if you excuse me, I think we should get going..."

Andrena scowled, staring her brother down. "No way! I wanna explore some more!"

With that, she dove from the top of the skeleton, hovering around the chamber, before spotting something else: A chasm in the floor. "I wonder what's down there..."

Attacus plopped his hindquarters to the floor, crossing his forelimbs. "Whatever it is, I don't want to find out. I'm not moving from this spot until we go home."

Andrena looked at her brother, then the hole, then back to her brother.

"If you're gonna be like that, I guess I'll just go by myself."

Attacus turned away, with a dismissive "Hmph!"

Andrena dove down, dropping like a stone into the chasm, out of sight from her brother. The chasm kept going for about a solid ten seconds, then to Andrena's surprise, opened into the ceiling of a massive chamber. She could see well into the distance. The blue glow of the mist hovering above the ground illuminated hundreds, maybe thousands of garbage-can sized objects lining the floor. Andrena hurriedly spread her wings, buzzing rapidly to slow her descent, before coming to a landing on one of the many protrusions near the base of the wall.

In her mind, the shape of the protrusions reminded her of a butt. She laughed silently to herself at the thought of standing on top of a giant derriere. She then sighed, wishing Attacus could see this and laugh with her.

Andrena huffed, clambering her way down the side of the giant butt, and descending the chamber wall. It’s a shame Attacus stayed up above, this little space below the big chamber above is quite the sight to see.

“Stupid brother of mine, never wants to have fun…He doesn’t know what he’s missing down here…”

The steep wall started to incline inwards, so Andrena began to buzz her wings, slowly descending into the blue mist, and onto the ground next to one of the many ovoid objects.

Andrena eyed the object before her confusedly, before gently poking it with her hoof. It was like a large, fleshy egg, with a pair of slits on the top that intersected into a cross shape. She figured that this must be an orifice or opening of some kind, but as far as she could tell, it was perfectly sealed.

“What is this thing? It looks like one of the cocoons back home…”

Andrena touched it again, looking at the side of the object. “Maybe it’s--“

Before she could finish, the four slits began to ooze, before pulling themselves open. The top of the egg began to peel back into four symmetrical flaps, revealing a veiny, fleshy interior.

“…Uh-oh," The changeling muttered, backing away slightly. "I hope I didn't break it...Please don't be broken, please don't be broken, please don't be--"

Without warning, something in the egg fired out toward her, emitting a shrill chitter. Andrena barely had time to react.

"EEK!”

The changeling recoiled backwards, her forelimbs instinctively moving to her face to ward off her attacker. But the attacker was stronger. Its powerful, snakelike tail slid under her hooves, and around her neck, squeezing so hard it hurt. When her hooves instinctively moved down to free herself, the creature snagged her head with its eight, crablike limbs, burying her face in its wet, fleshy innards. The last thing she could feel before passing out was a thick, slimy appendage forcing its way into her mouth.

Back up above, the time ticked away slowly. Hours came and went, and Attacus began to pace back and forth impatiently. Andrena had been down there for the better part of three hours now. Attacus debated going down to help his sister several times, but ultimately decided against it. She was a good flyer, and a decent fighter. He figured she could escape a sticky situation if need be.

This decision began to eat away at him, so he eventually decided to go down after his sister. He trotted up to the entrance of the chasm, gulped audibly, then began to buzz his wings, descending slowly down the chasm. He paused halfway down, staring what lay before him.

He turned to face the wall behind her, and sat down. Before him sat three murals, stacked vertically. The first depicted the giant seen in the chair, or rather, a pair of them. They were sat parallel to each other, facing a large, ovoid object that sat between them. The second mural showed this object opening up, and a crablike creature attaching itself to one of the giants. The last mural showed only one of the giants, laid out on its back, with a creature emerging from its chest. Attacus shuddered at the implications.

Attacus screamed loudly when he felt something collide into his rump from below.

"Attie, it's me!"

Attacus let out a massive sigh of relief. "Thank goodness, you gave me a scare. Are you okay?"

"Yeah," She responded. "I'm fine you big doofus. I think I've had enough exploring for one day, my stomach's kinda bothering me."

Attacus next to the chasm's opening in the skeleton room, helping his sister out of the hole. "Finally, something I can agree with you on. Let's get out of here, this place gives me the creeps."

Andrena giggled, playfully nudging her brother. "Yeah, I figured."

Attacus debated on whether or not to talk to his sister about the mural he had found, but he was afraid telling her would cause her to not want to leave this place. Right now, there was only one thing on his mind, and that was going home to the safety of his hive, even if it mean he would get chewed out by the guards for being late again.

Chapter 3: Gestation

Andrena groaned again. Her stomach pain had gotten worse.

“Ughh…it’s worse than when I--“

“Don’t remind me, Andy,” Attacus said. "I don't like thinking about that. I had to help you to the bathroom for weeks."

He felt kind of bad for her, as usually a changeling with a stomachache meant bad news, but at the same time, a stomachache might teach her to be more careful.

“So what else did you find? You were down there for the better part of three hours…”

Andrena cocked her head, confused. “Three hours?"

"Yeah," Replied Attacus, matter-of-factly. "Three hours. Don't you remember?"

Andrena squinted, then shook her head. "I...I don't remember a thing. I remember leaving you up there with the dead guy, then going down into this big chamber, and I mean big...That's about it...everything after that is just drawing up blank. The last thing I remember after that is waking up, climbing the wall, and then flying into you..."

Attacus shook his head. "Maybe you hit your head too hard on something. Remember when you bumped your head jumping from the top of the hive trying to practice your mid-air stopping? You managed to do it, but you banged your head against one of the taller spires."

Andrena giggled to herself, remembering her early days of flying. "Yeah, that was a real bummer. At least it was fun, huh?"

"Ehhh," Attacus mumbled. "I wouldn't call a concussion 'fun', Andrena..."

"You couldn't recognize fun if it flew right into your butt, Attie."

Attacus blushed and scoffed with disbelief. "Is that a challenge?"

"You bet it is," Andrena said with a smile. "First one back home's a dried exoskeleton!"

At that, Andrena spread her wings, lept forward with grace, and took off, quickly gaining altitude.

Attacus, taken aback, paused, before buzzing his wings. He was going to be late anyway, so he may as well have some fun with his sister for once.

"Have it your way then," He shouted as he took off. "I won't go easy!"

The two changelings soared through the sky, Andrena quickly securing an easy lead. Normally the trip back would take the better part of an hour or two, but at this speed, they'd be back in under 20 minutes. Attacus struggled to keep up with his sister at first, his wings buzzing with all the strength he could muster. The wind bit at his face, forcing him to close his eyes. It was hard to maintain speed with his entry-level flying skills. He focused on the ground, watching the trees skim by beneath him. After about 5 minutes of flying, his flight path took him over a winding, open prairie, toward another forest in the distance. Past that, he could see a large river, winding southbound. As he reached the river, he could look down and see the splashes of the fish in roaring waters below. He felt absolutely giant from this height.

Looking back ahead of him, he spotted a city in the clouds, hovering near mountains. If his positioning was correct, this would be Las Pegasus, a city of Ponies. He quickly shifted forms to an eagle, soaring through the mountains just out of sight of the city. If there was one thing Attacus had learned during flight training, it was that you couldn't be too careful when flying near pony-inhabited settlements. If he was spotted, a panic would arise among the ponies, and that was the last thing Attacus wanted. He didn't necessarily hate ponies, as much as the rest of his hive, but he certainly didn't trust them enough to fly near one of their cities, especially not without disguise.

Ahead of him, he spotted mountains that he could recognize. He was getting close to home, but it was now he realized that, by some miracle, he had gained a lead on his sister. He looked back to Andrena, who seemed to be struggling. It seemed she'd used all her energy to gain her lead, and now she was falling behind, or at least that's what he assumed. By the time he looked back, he was flying over thick forest once more, toward the rocky cliffs surrounding the hive. He rolled left, focusing his energy on slowing his descent, before coming to an easy landing about a hundred yards or so from the hive. He looked back to his sister, descending much too rapidly. She came down hard into a dead tree about a dozen or so yards away.

Attacus bolted over, his wings twitching nervously as he rolled his sister over. She hadn't sustained any injuries in the fall, but she was doubled over, clutching her belly.

"My stomach," She whimpered. "It hurts so much...I can't fly..."

Attacus helped his sister, helping her to her hooves, before slowly trudging along through the dead foliage surrounding the edge of the hive territory. Time seemed to slow as the pair stumbled through the dry, biting hot winds toward the hive in the distance. Each step took double the effort, and seemed to intensify his sister's pain, to the point she was screaming in his ear.

"Come on," Attacus begged. "We're almost there, see? I know it hurts, but you can make it, just work with me sis..."

She suddenly slipped from his grasp, landing on her underside, facing away from him, sobbing softly. "I-It hurts so much! Make it end!"

Attacus whimpered, his wings twitching with nerves. "Just stay here, I'll get help, okay?"

Andrena looked at him, whimpering, and unmoving from her position. "Don't leave me...Carry me there, please..."

"I can't, Andrena...Look, it's right over there, I promise I'll be back...” Attacus pointed to the changeling hive off in the not-so-far distance, but this did nothing to soother Andrena’s wails.

“It hurts! It hurts so baaad!”

A few changeling Royal guards, one with Red eyes, the other yellow, had buzzed over to see what the commotion was. The red-eyed guard them hissed with annoyance.

“Attacus and Andrena…You’re late…again.”

“Please, we’ve got a good reason--” The other guard began to stammer, Andrena’s wails growing into shocked cries.

"I'll be the judge of that, what's your reason?"

“Andrena says her stomach’s bothering her.”

The other guard finally spoke. “Yeah, about that…I think you should look.”

Attacus turned, and rushed to his sister’s side. She was wailing steadily now, and now that she was on her side, Attacus could make out the enormous, swollen mass on her underside, and despite how much Attacus begged his mind to be playing tricks on him, it appeared to be…moving?

Andrena began sobbing uncontrollably.

“Attie, I’m scared…please…”

Her brother tried to help her as best as he could…he squeezed her hoof in his, for a brief moment feeling a twinge of love he was used only to feeling during mealtime…however, despite his presence, there wasn’t much more he could do for her, but he hoped it would be enough to soothe the squirming changeling.

Without warning, Andrena’s sobs rose to a shrill, screeching wail, as her stomach burst open like an overfilled water balloon, showering the bystanders with entrails, and blue, bioluminescent blood…

“Andrena!”

Attacus stumbled back, covering his face to shield from the sudden explosion of gore. From within her lunged a hissing mass of teeth, four-legs, and a thin, flailing tail. It bounded past the distraught trio, darting off impossibly fast into the endlessly stretching rocky cliffs, then into the forest in the far distance. The two changeling guards nodded to each other quickly.

“I’ll contact the rest of the guard," Said the red-eyed changeling. "You notify Queen Chrysalis, immediately."

The two guards then bolted back toward the hive, leaving Attacus to begin softly crying, clutching his twitching sister. As he held her in his arms, Attacus could feel as her breaths slowed, then faded into nothingness. He laid her out against the ground, then screamed loudly with anguish into the air. What had he done wrong? What had she done wrong? Was this his fault? In the back of his mind, he blamed himself for this.

He should have helped her, he thought. He shouldn't have let her go exploring by herself, he should have been there to prevent this. He blamed himself for spotting the structure they had entered, and now, he had come to hate it more than anything else. His hatred churned, molten and pure, enough to poison a thousand changeling hives.

Chapter 4: Confrontation

The yellow-eyed guard gulped.

"Y-Your majesty," He whimpered, wings twitching nervously. The chamber echoed the changeling's fear back toward him, as he stared up at the looming figure in the darkness that had her back turned to him. Her head slowly twisted at an unnatural angle to address his presence, her eyes glowing a deep, unnerving green in the darkness.

"Make it quick, Empusa," The changeling queen muttered. "I haven't all day."

"There's been an accident with two of the scouts...One of them has passed, and I'm--"

The figure lept up into the darkness, and landed with a heavy thud in front of him, startling him. He stammered with fear at his queen.

"Well? Go on."

"The one who died...Something came out of her...A parasite...We're afraid the other has contracted this disease--"

"Then what are you waiting for?" Queen Chrysalis leered down at her guard. "Find the parasite, have the remaining scout quarantined outside the hive. If he is sick, no other subject of mine will contract this contagion."

"Yes, my queen."

And at that, Empusa hurriedly rushed out of the queen's chamber. Chrysalis walked back to her perch, her wings twitching with each thought that raced past. She sighed, her wings drooping with depression. The hive had been growing more desperate lately. Queen Chrysalis had collected some love during her invasion of Canterlot from years past to keep the hive going, but this supply was short-lived. She had been deploying scouts all over Equestria, having them collect vulnerable sources of love, with questionable results. There had been some successes, but the love collected only lasted enough for a day or two at most.

The sound of footsteps caught her attention. Empusa had returned, with Attacus in close pursuit.

"My queen, the surviving scout. Please do not worry, he is not infected."

The changeling queen turned, her glowing green eyes glaring down at Attacus in the darkness of her chamber.

"Talk, scout. What is it that killed your...Sister, was it? Ah yes, you must be Attacus."

Attacus whimpered, pausing before speaking. "W-Well, you s-see..."

"Spit it out, Attacus," Chrysalis commanded.

"It's...It's my fault..."

"WHAT?" The changeling queen's voice rose, moving her face close to his. She was close enough to see his reflection in the bumpy, compound lenses of her eyes.

"No, no, I mean...I mean...I should have helped her...She...I...Lost track of where she went...We found something out west, like, I don't know what it was...She called it a crashed spaceship..."

The changeling queen backed away, staring down at him.

"Speak no more lies," She said, pouting. "What did you find out there?"

"I don't know what it was, your majesty...It...It was like a large building...But that's where she found it, I think...She went down into a lower level and I stayed above, and when she came back she...she seemed fine, but..."

Attacus paused. He remembered back to the time they spent in the ruins, and the mural he uncovered.

"But what, Attacus?"

"She...She said she had a stomachache...So we decided to come back, and then...when we came back she..."

"That's when this parasite emerged," Queen Chrysalis stated with morbid confidence. "Is that what you're trying to say?"

Attacus nodded nervously.

"I see..." Chrysalis sighed, but nodded with understanding. "It seems you have the most knowledge about this parasite and its origin..." She slowly paced around Attacus, staring him down.

"There's something else, too, my queen..."

She paused, glaring at him. "Go on."

"T-There was a mural...In the ruins...I think it shows what happened to Andrena..."

"And what of this....Mural....leads you to believe that?"

"I think it's a life cycle of the parasite...It starts in an egg, then a crab-like creature attaches itself to your face, and implants the parasite..."

"So this creature hatches from an egg, and implants the parasite in its host. You found this egg inside of the ruins, yes?"

"I didn't find them...Andrena did...she said that there was a huge chamber...It could be filled with those eggs--"

Queen Chrysalis landed in front of him, cutting him off.

"If that is the case, we must not take any chances," She started, snagging Empusa by the scruff of his neck. "Spread this message: All further scouting missions are cancelled, and I want you and another guard patrolling the outer perimeter. And you," She continued. "These creatures threaten our very existence, and they must all be destroyed. Now go, leave me to my personal business."

Attacus trotted out, gulping nervously. Chrysalis sat down upon her perch, re-entering her deep thought. Her mind raced with horrific visions of what would become of the hive she had worked so hard to build up. She shuddered at the thought of her subjects being slaughtered. Despite her false front, Chrysalis, at the end of the day, still cared deeply about her subjects.

Out in the forest, two changeling guards trudged through the thick undergrowth.

“I’m getting tired…I don’t know why Queen Chrysalis sent us out here…” Empusa buzzed, staring at the bush he’d just accidentally wandered into. The guard in red began to speak up.

“We’re out here to find that monster--“

“I know that, Vespula,” Empusa snapped back. “It’s just…it ran in the other direction from the hive, what damage could it do to us…?” "If that scout was right," Vespula continued, "Lots. Now zip it and keep your eyes peeled."
Another five minutes passed, then ten, then twenty, and then, hours. By this point, Empusa had begun to grow very tired of this search.

“I’m about ready to give up and head home…There’s nothing out here…”

At that, he turned around, and started flying in the direction where they had come. Vespula had no choice to follow.

But he wouldn’t have to follow for long. It wasn’t even five minutes before he found Empusa…

And something infinitely worse...

”Is…Is that--”

“I think so," Empusa replied, his wings twitched at the horrific sight that lay before the pair. Then came the stench. The odor of rotting meat, a horrific miasma of death. Before them lie the scene of a crime beyond any creature’s, wildest nightmares. Thick, black resin coated the ground and the nearby trees, surrounded by large, fleshy deposits: eggs, all open.

Among the nest were the corpses of Five mares, all dead.

One was an earth pony who lay on her side with her mouth twisted in an expression of pain. Her cream-colored coat, as well as her curly, pink-streaked, dark-blue mane were stained with dried blood. Her entire lower abdomen looked as if it had been torn apart from the inside out.

Another pony, a bright turquoise unicorn, with a shorter mane, lay nearby. Her cutie mark was visible from this distance. It was a small, golden lyre, glimmering in the moonlight. She died the same way, judging by the similar gaping abdominal chasm. The lifeless corpses clutched at each other's arms, their heads leaned against each other. It seems they had died together.

The third corpse was that of a Mint-colored Pegasus, with a gaping hole in her skull, as if something had plunged into her forehead. Blood stains ran from the wound down her face, into her eyes. Out of the five cadavers, she likely died with the least amount of pain.

The fourth corpse was the most horrifying to look at. The cause of her death was undeterminable, because her entire lower body was encased in a large, ovoid cocoon, secured to a tree. The cocoon pulsed and oozed liquid around the hoof and head of the corpse, which were the only visible parts of the corpse. The pony wasn’t a unicorn, but other than that, there wasn’t much they could determine from the bloated, melted, gooey face of the deceased mare.

Without warning, the eyes of the fifth corpse shot open. She was another pegasus, with a dark purple coat color and pinkish mane. She was secured to the other side of the tree, her limbs spread out and secured tightly. It was now the pair realized something horrible about her.

What they had mistaken for a lump on the tree in the darkness, was actually the bloated, monstrously swollen abdomen of the pony in front of them. To their horror, they could see something underneath the skin...moving…

“Please…Kill m-me," The mare begged, pleading to the two changelings. “C-Celestia, it hurts…kill me…”

For once, the changelings felt bad for a pony…But as much as they wished to help her, there wasn’t much either of them could do…Vespula felt he had no other choice. He slowly walked up to her, his wings buzzing with anxiety. His twisted horn began to glow a deep blue, and for the last time, the mare in front of him closed her eyes.

"I'm sorry...I'm so sorry..."

There came a thick, fleshy sound as Vespula worked his magic, twisting the arteries and vertebrae in her neck to relieve the pony of her suffering…

“L-Let’s get out of here," said Empusa, clutching the tail of one of the many dead crablike creatures on the ground with his hoof.

"We’ve got to bring this back to the Queen and tell her the bad news," Empusa stammered.

"It’s multiplying…”

Chapter 5: Invasion

The next three days passed without event. That's not to say that the hive wasn't without anxiety. News of the creature had spread like wildfire, and no changeling would dare to wander the immense corridors of the hive at night. There had been rumors that the royal guards had found a bunch of dead ponies just a few miles north of the hive, and that the parasitic monster that burst from Andrena was multiplying.

The most restless of all was Queen Chrysalis.

She had spent the last few days pacing around her chamber, fearing for the safety of her subjects. She knew all too well that these rumors were true. She began losing sleep, and when she did, her mind was bombarded with vicious, cruel nightmares of death, and of losing her kingdom. The scariest nightmares were the ones she had about a terrible parasitic queen, with rows upon rows of massive, knife-shaped teeth, longer than her horn.

Nightmares of her trapped in a dark room, surrounded by hundreds of the smaller creatures, before feeling hot breath on her face and seeing its nightmarish head roll into view. The unholy monster would pick her up in its massive, spindly, humanoid hand, viscous clear slime dripping onto her face. The massive monster wouldn't eat her, but instead, call to her in a sickeningly soothing voice, despite its mouth not seeming to move. It would caress her soothingly, and beg her to come home. It called for her, begged for her to join its underlings, and reassured the changeling queen of her worthiness to it. Despite the creature's appearance, its demeanor was disturbingly maternal, eerily calming. It would beckon her to become one with the hive, saying how desperately she wanted her to join their ranks, and that she loved her.

Queen Chrysalis would always wake from this nightmare drenched in tears, choked by chest aches, and scarred with the trauma of such a terrifying, surreal dream, and eventually, Queen Chrysalis stopped sleeping entirely. The nightmares were too much for her overworked mind to bear. When her royal guards entered the chamber upon hearing her screams, she would attack or frighten them, dismissive of her condition. She was in no shape to rule.

Soon enough, her fears would become a very disturbing reality, as many changelings throughout the hive began to disappear, and the pungent odor of death began to fill the castle. Exactly five days after the creature had been born, Chrysalis addressed her subjects.

"Listen closely my subjects," She shouted from above, overlooking her subjects from a tall pillar of rock. "In light of recent events, I have come to a decision. Things will change around here. No changeling shall travel anywhere alone, even within our hive, and none shall travel after sunset. When the sun falls, I, along with my elite guard, will patrol the corridors of the hive until the sun rises once more. If you are spotted, severe punishment will follow. For your own safety, obey your curfew."

The changeling queen inhaled deeply, her voice starting to crack. She stamped the ground in front of her, trying her best to appear composed. For the first time she, and her subjects, were in danger within the walls of their own hive.

"As your queen, I command you all to stay alert, my subjects. We shall overcome this new threat in due time."

At that, she leapt from her perch, and landed in the crowd with a hiss. Her subjects backed away, startled as she swiftly walked back toward her quarters. There, she stayed hidden, alone with her brewing insanity.

Queen Chrysalis was becoming desperate to save her hive. She had lost 14 of her 500 loyal subjects to this new menace.

Empusa entered her chamber slowly, calling to his queen.

"Queen Chrysalis..?"

Once more, the changeling queen's neck twisted unnaturally to address her subject angrily.

"What?"

"W-What's going to happen i-if the royal guard can't catch the creatur-"

"Silence, we will succeed in catching this pest. My royal guard is highly trained--"

"I'm not so sure..."

"Well then, perhaps you should MAKE YOURSELF SURE," she shouted angrily. "Wouldn't you agree?"

Empusa nodded nervously, whimpering.

"Now, leave my chamber, and never interrupt me mid-sentence ever again, or SO HELP ME I WILL--"

She stopped herself, then sighed.

"Get out. Now."

He hurriedly trotted out of the queen's chamber with his tail between his legs, his wings twitching nervously. Queen Chrysalis sighed, hissing as she turned back around, and began to sob to herself. Despite how strictly she treated her underlings, she tried not to raise her voice at them. At times, this proved difficult, but the one thing she never, ever did was threaten them. The changeling queen was beginning to lose herself to her lack of sleep and her anxiety.

If only she knew what was to come that very same night.
That night, Chrysalis' mind once again tortured her with a vicious nightmare. A nightmare of her hive being slaughtered by the vicious parasite queen. It's jaws opened, covering the changeling queen in a viscous, clear slime. Its breath reeked of decay and death.

The monster, as usual, did not attack Chrysalis. It once again called for her to join the monster's underlings. The changeling's insides shivered and churned as the motherly voice caressed her mind.

Queen Chrysalis awoke with a jolt, sniffling to herself. She barely had time to recover from the nightmare before hearing what had awoken her: the screams of her underlings. She raced out of her chamber, her eyes meeting a sight that rattled her to her core.

This scene was all-too familiar to Queen Chrysalis, only it wasn't a nightmare. Changelings fighting and running from the parasitic monsters, only to be torn to pieces. Her hive was under invasion. At first, she thought she was still dreaming. Only when the severed head of one of her underlings slammed into her side and knocked her to her knees did she realize what was happening.

The echoing screams of her underlings rattled her soul, her insides churned, and her mind ached. The echoes of her minions eventually caused her to cave.

Queen Chrysalis let out an ear-splitting shriek, which grew into an anguished yell. Both changeling and beast seemed to shiver at the hideous, echoing warcry. A pair of the monsters leapt toward the distraught queen. Chrysalis gripped one's neck with her teeth as it clawed into her side, scarring her exoskeleton. She launched it through the air, before feeling razor claws digging into her flank. She kicked out, thrusting her attacker into the wall behind her. The creature shrieked, and leapt toward her again. Queen Chrysalis' eyes locked onto the creature, and she charged forward, pummeling the beast into the wall. She felt her horn wedge between the rib-like exoskeleton of her target, and plunge into its boiling hot insides, before she whipped her body around, sending the beast flying into another one of its kind. Her horn began to sting and tingle as the odor of burning chitin assaulted her mind.

"PERISH! PERISH! I CONDEMN THEE!" The changeling queen shouted with unbridled fury. "LEAVE MY CHILDREN ALONE YOU BASTARDS!"

Her voice echoed as she continued to attack the invaders, stomping in their tubular heads, cracking their exoskeletons, squishing their insides, all the while tainting her own exoskeleton with their blood. Her body began to ache as she tired from her relentless assault. She felt a small tug at her wing, turning to face what she thought was an invader.

It was one of her own, whom she vaguely recognized by his blue eyes.

"Let's go," Attacus shouted. "We're evacuating! We've got to hurry!"

"I SHALL NOT LEAVE MY CHILDREN TO DIE!"

"You can't help them, my queen!"

Queen Chrysalis paused, looking at the devastation occurring around her. She began to shiver.

"We need to go!"

Without another word, Queen Chrysalis began to follow her underling, before flying ahead and covering his escape. There were already changelings outside, rapidly flying northward. The cold night air whipped past the changeling queen's face as she shouted back into the death-filled hive for any and all to fly North.

"FLY NORTHWARD, MY CHILDREN!" She shouted, her voice breaking as she did. "FLY NORTH AND SAVE THYSELVES!"

At that, Queen Chrysalis took flight, her wings buzzing rapidly. Her body began to ache more and more, her wings stinging suddenly. She turned her head to look back at the changeling hive. Screams echoed through the cold night air, before Queen Chrysalis suddenly felt a sharp sting in her left wing. She came barreling down, plunging into the trees below. She caught herself on an awkwardly positioned branch, catching her fall, before clambering to her hooves, and leaping to the ground. She tried taking off again, but her wings wouldn't let her. No matter how hard she pushed through the pain, she just couldn't get any kind of lift. She looked at her wings, her breath hitching as she noticed the smoldering holes in her wings. Now that she inspected herself, she found her body laced with dozens of spots where her exoskeleton had began to bubble and melt. Worst of all was her horn, which had been melted and eaten away at, like plastic in a fire.

Her mind began to swirl with sorrow as her adrenaline wore off. The pain tore away at her consciousness, causing her to stumble and fall. Before her mind shut away completely, she could hear the faint, desperate cries of Attacus and Empusa, calling to her with worry...

Chapter 6: Desperation

For the first time in weeks, Queen Chrysalis had a restful sleep. Nightmares, or any dreams for that matter, did not reach her tortured mind. The welcome darkness of sleep had claimed her.

When she finally opened her eyes, she found herself in a cocoon produced by her underlings, hung from a large, dead tree. Chrysalis burst from the cocoon, falling to the ground. Her entire body ached and stung from the burn wounds.

"Your majesty!"

Queen Chrysalis turned to face the source of the shout: Attacus.

"Are you okay, my Queen?"

Queen Chrysalis stuttered to find the words, before nodding.

"How did I get here?"

Attacus stuttered, then lowered his head.

"Empusa and I found you collapsed in the woods. You fell from the sky. The creatures' acidic blood tore at your wings, causing you to fall-"

Queen Chrysalis stepped back. "You...saved me," She muttered. "Why?

Attacus paused, before continuing.

"You're our queen. Without you, our hive would be doomed," Attacus murmured. "Without your guidance, lots more changelings likely would have died-"

"How many of you died," The queen asked nervously. "How many changelings perished in the attack?"

Empusa's voice came from behind her.

"We don't know. Including us three, about 50 of us are here."

Attacus continued Empusa's words for him. "And by here, we mean the Badlands. It's about a four hour walk from here to Macintosh hills, and another four hours from there to the nearest pony settlement."

"Have the remaining changelings found a place to settle down temporarily?"

"Not yet," Empusa stated defeatedly. "A few changelings have begun tunneling into one of the nearby rock faces, but have made little progress. We're all very tired."

Queen Chrysalis nodded solemnly.

"Very well. Which rock face has been tunneled into?"

Empusa pointed to a raised plateau in the distance. Queen Chrysalis began to walk toward it, leaving the other two changelings no choice but to follow.

The desert heat bit at their exhausted bodies as they trudged across the barren, dead landscape of the Equestrian Badlands, the sand and dirt staining their hooves a faint, orangish tan. Queen Chrysalis approached the large hole in the side of the rock face, and the four exhausted, dust-covered changelings leaning against the nearby wall. The four changelings shakily rose to their hooves, before kneeling before their queen.

"As you were, my underlings," The queen stated dismissively. "Now is not the time for such formality. We're in a time of despair."

She walked into the tunnel, disappearing into the darkness. There came a few bright flashes of green light from inside the tunnel, followed by a thick blast of orange dust, coating Empusa and Attacus. Queen Chrysalis emerged from the tunnel, now coated in the same orange dust as the others. Empusa and Attacus couldn't help but hold back giggles.

"What is so funny, you two?" The queen hissed with annoyance.

"Nothing, your Orange-ness," Empusa snickered. At that, all of the changelings began to cackle with laughter. Queen Chrysalis grabbed Attacus, hissing with rage, before seeing her reflection in his eyes. She dropped him, and scoffed.

"I've taken on the hue of the desert," She muttered. "Wonderful, just wonderful."

"Welcome to the club, Your Majesty," spoke one of the other changelings. "You're one of us now."

Hours later, the sun had begin to set. More changelings had since made it to the badlands. The number of survivors accounted for now numbered at 63, including Chrysalis herself. The surviving changelings had worked in shifts to carve out the inside of the plateau into a temporary home. There were about 30 rooms, with entrances connecting into a large, central chamber, meaning that some changelings had to share a room. Queen Chrysalis had tunneled her living space deeper into the earth in the central chamber. This new 'Mini-hive', as some called it, had an earthy, orange hue. Some appreciated the change in scenery, while others missed home.

Every changeling here knew that this hive wasn't going to last the Changelings forever. Queen Chrysalis had to come up with a new plan. A plan to take back her home. Queen Chrysalis knew that she couldn't take on the invaders alone. Killing just five of them had left her beaten and defeated to the point of near-death, and with a near-broken horn. A new question had emerged into the mind of every changeling: What were these vicious beasts? Where had they come from?

Rumor quickly spread around the hive that these creatures were in fact, not of this world. Eventually, Attacus caved to the rumors, and told the changelings where he had had found them. The creatures, were in fact, aliens, and Attacus had found them in what he believed to be a crashed spaceship.

That night, Queen Chrysalis curled up in her chamber. The screams of her underlings echoed in her mind, but she was able to find it within her to drift to sleep within the serenity of the changelings' new home. Her eyes slowly shut, and her mind began to drift into a deep sleep.

Her sleep was interrupted by Empusa and Attacus walking into her chamber.

"What is your bidding," She called to her underlings. "What brings you here at such an hour?"

The two approached her slowly. Chrysalis hissed at them with annoyance.

"Say something!"

The two spoke not a word. It was now that Chrysalis could see something about the two changelings. Their face showed no emotion. The two changelings moved like robots, pinning Chrysalis to the wall of the chamber with impossible strength, as a third changeling entered the room.

"It can't be...No...Not you," Chrysalis stammered. "You're dead!"

Chrysalis stared at Andrena as she aproached, climbing up Chrysalis' underbelly to come eye-to-eye with the Changeling queen. Andrena's mouth opened, revealing an all-too familiar second jaw, surrounded by needle-like teeth.

"No! NO! NOOOO!"

Chrysalis squirmed defiantly as the second mouth extended with sudden speed, plunging into Chrysalis' own maw. A sickening, warm feeling creeped down her throat and through her body, as the familiar, maternal whispering filled her mind.

"Join us, Chrysalis. Join our kind in everlasting peace. Mother is waiting for you. Mother loves you."

Chrysalis' eyes flung open, and she awoke from her vivid nightmare with a scream. She shivered with fear, then with curiosity and bargaining. She had escaped. She had lived. She had saved all she could, why were the nightmares continuing--

Despair hit her as the thought crossed her mind.

In the other hive, on nights that a nightmare came, a one of her underlings disappeared the following day. Perhaps...

Queen Chrysalis rushed out of the chamber frantically. At first, nothing seemed amiss. As her eyes adjusted to the darkness, however, she realized something. The walls were moving...

Not the walls.

She felt a claw in her flank, and let out a blood-curdling warcry, swinging around into the attacking alien, She landed a heavy blow on its dome, before being grappled by more of the beasts. She swung around, clawing and bashing at her assailants. Changelings emerged from their rooms, pushing the aliens from the walls, causing them to fall. This did little to stop the aliens. Empusa and Attacus were quick to spot Chrysalis, helping free her from the clawing hands of the Aliens. Attacus disappeared into a cloud of green light and mist, emerging as a massive Timberwolf.

The wolf dove into the swirling sea of vicious monsters, throwing them away, before Attacus shifted back to his regular form. With the help of Empusa, the two were able to help their queen to her hooves.

Without warning, an Alien descended onto Empusa. Empusa's scream was cut short, as the Alien plunged its inner mouth into the back of his skull, the inner mouth exploding out from between his eyes, stopping just short Attacus's own face. The alien tossed the limp body aside as Attacus and Chrysalis made a break for it. They reached the exit of the hive, forcing aside several aliens. Changelings hovered around the hive, unsure of what to do.

"ATTACUS!"

Attacus turned to find Queen Chrysalis facing the entrance of the hive.

"LEAD THE OTHERS NORTH UNTIL YOU REACH RAMBLING ROCK RIDGE!"

"That's just south of Canterlot!" Attacus shouted back. "Are you sur--"

"DO IT!" The queen screamed, grappling his shoulders. "I COMMAND YOU!"

Attacus gulped, and took flight, shouting orders to the other changelings. Queen Chrysalis faced the oncoming horde with seething anger. When the first alien leapt from the darkness, she pummeled it back into the other, then using her magic, she screamed loudly, tearing the Alien's head off. She flung both head and body into the wall of rock with incredulous force.

"DIE YOU BASTARDS!" The Changeling queen shouted, tearing the aliens apart with her magic.

"PERISH! PERISH! PERISH! BURN IN THE PITS OF TARTARUS! YOU SHALL ALL DIE!"

One after another, Aliens were torn apart with the Queen's magic. Suddenly, an Alien landed on her back, tearing into her. Queen Chrysalis flung the Alien into the oncoming horde, before being attacked by another from behind. Soon, Chrysalis found herself surrounded by the Aliens once more. She kicked and screamed.

"I AM QUEEN CHRYSALIS! I SHALL NOT DIE TO YOU FILTHY LOVELESS MONSTERS!"

She felt herself growing weak. The aliens didn't care. They piled upon her, clawing at her. With a last desperate blast of magic, she blasted a nearby wall, causing a massive explosion. The changeling queen was flung across the desert by the shockwave, coming to a hard landing against a rock face. She then began to fall several dozen feet, before slamming into the dirt below. The Aliens could be heard in the far distance screeching. Queen Chrysalis could see with her fading vision as the massive pillar of sandstone that had once been the temporary home of the changelings began to collapse, burying the aliens in sand and stone.

When Queen Chrysalis awoke, she stumbled to her hooves. Her wings were once again too weak to fly. Her whole body ached with exhaustion and injury. Her exoskeleton had been shattered on her left forehoof. The bright green flesh underneath stung in the hot desert air. Queen Chrysalis began to limp northward, before collapsing once again. She yelped in pain.

Chrysalis was angered beyond words, beyond description. Her very soul had been tormented by these creatures. She wanted nothing more than to see them burn in the pits of Tartarus.

Her ears cocked up at the sound of hoofsteps.

She turned around to see the baby-blue, youthful eyes of Attacus.

"Your Majesty...Are you okay?"

Queen Chrysalis couldn't answer. Simply speaking was a chore for the battered changeling queen. She raised her wings, twitching them slightly, and raising her right forehoof.

"There is a search party. I'll notify them. Rest here."

At that, Attacus buzzed off somewhere to her right, leaving Queen Chrysalis to her thoughts...

When she woke, she once again found herself cocooned. She slowly emerged from her slimy prison, then rose to her hooves, wincing and sitting down to avoid pressure on her broken forehoof. Attacus, and about three dozen or so other changelings faced the queen. It clicked in her mind that these were the only survivors, but what caught her eye was the surrounding location. Queen Chrysalis looked up, and realized where she was: Canterlot Mountain.

"Attacus, what is the meaning of this?"

"Your Majesty, we have all come to a decision. It may not be a unanimous decision, but it is our last hope."

"What have you decided on?" The queen winced. "What is it that you plan, Attacus?"

Attacus inhaled deeply, then exhaled. He was nervous, Chrysalis could tell by the way he twirled his hoof around. He could tell that he didn't want to tell her...

"We cannot fight these monsters, Chrysalis," Attacus whimpered. "We need the help of the ponies."

Chrysalis' eyes slowly widened, and she rose.

"You...WHAT?"

Attacus backed off, whimpering more.

"W-We need to face Celestia, ask for her help."

"We do not need their help, Attacus," Chrysalis hissed out. "Those ponies are the last ones I want to ask."

The other changelings began to whisper amongst each other, then another stepped up.

"Attacus is right."

Queen Chrysalis glared at the rogue changeling, then back to Attacus.

"We are NOT asking Celestia," She continued angrily. "I didn't come all this way to BOW DOWN TO SOME PATHETIC PONY PRINCESS!"

She paused, gathering her thoughts.

"I ought to banish you two for even suggesting the idea..."

Attacus looked to rest of the changelings, then back to Queen Chrysalis.

"Are you willing to banish your entire hive?"

Queen Chrysalis once again stared at her subjects. There were about 30 of them left now, and they were all beaten, exhausted, and scarred.

"Queen Chrysalis...I may just be your advisor...But as your advisor, I advise you to make this decision...With all due respect, your majesty...This threat is above what we can deal with," Attacus added. "Twice we've fought these creatures...and Twice we've lost."

Chrysalis' expression began to fade from anger, to sadness. She sniffled.

"Why," Queen Chrysalis began. "Why must it be like this? I had everything for us. And these vicious beasts took it all away."

Attacus pressed his hoof to her shoulder, only to get it slapped away.

"DON'T TOUCH ME!"

Attacus cowered back, but spoke up.

"Your majesty...You've already lost so much...If we continue like this, running away and fighting when we can, we won't last much longer...We'll die too. You need to step up, and put this feud aside...These creatures don't just threaten us, they threaten Equestria as we know it. Sure, maybe we could threaten the princesses and capture the elements of harmony, but we've been defeated in the past."

Attacus sighed, then continued.

"These creatures do not understand defeat or death, nor do they care. They will fight tooth-and-claw until they've destroyed everything. They won't just take over and rule Equestria, they will destroy it. They will kill everything living until all that is left is them."

The words spoken by Attacus echoed in the Queen's mind. Her nightmares, her screaming underlings, and now this. Finally, after all of this time, she cracked. With a deep inhale, she began to tear up.

"Fine...I'll go. I'll do it.

The changeling crowd did not erupt into cheers or applause. After all that had happened, it was impossible to do so. But what they could do was smile, and smile, they did...

A sparkling rainbow of light shone through the stained glass windows of Canterlot's royal throne room, illmunating the long, red carpet leading up to the Alicorn princess' throne. In this throne sat the princess of the sun herself, Princess Celestia. By her side stood two unicorn guards, armed with lances, unmoving and stone-faced. Celestia hummed to herself, inspecting a long, winding scroll from one of her advisors.

Celestia's silence was interrupted by the deafening thud of the Royal hall's door being flung open. The guards raised their lances defensively at what stood at the end of the hallway: a grizzled, scarred, changeling queen with a twisted, melted horn. She limped slowly across the red carped, one of her drones followed close behind, nervously whimpering.

"Halt where you stand," One of the guards shouted, his horn glowing. "Halt, I said!"

Queen Chrysalis did not listen, but instead, kept trudging forward, until pausing about eight feet away from the throne. She slowly raised her wounded hoof, shielding her head. Her hair covered her face.

Celestia rose from her throne, and stepped down onto the carpet, approaching the Changelings.

"What is the meaning of this?"

"PRINCESS!"

Celestia raised a hoof at the changeling queen.

The little changeling at Chrysalis' side, Attacus, spoke up.

"Wait, princess-"

"I'm tired of waiting. Prepare to attack!" The royal unicorn guards stood by either side of their princess, horns and lances aimed at the changelings.

"On my command..."

"WAAAAIIIIT!" The small, pitiful voice rang out. Attacus slid across the floor, in front of his queen.

"Please...Spare us...We mean no harm."

Celestia raised her hoof. Her expression slowly fading from anger to curiosity.

"Hold position." The alicorn glared down at the small changeling.

"You are certainly brave, little changeling," The princess began. "Tell me, what is your name?"

"Attacus," He whimpered. "My name is Attacus, your highness...Now if you please...Queen Chrysalis and I..."

He inhaled, then sighed.

"We need your help."

The princess raised an eyebrow, slowly approaching. Her thin, flowing mane danced through the air, brushing against Attacus' face.

"Help?" She stared at the pair. "You invaded my kingdom and caused terror throughout, and you're asking me for help?"

Queen Chrysalis finally rose her head, facing the Princess she had come to despise so bitterly.

"Princess," She began. "I...I'm sorry. If there was any way to erase my past mistakes, I would. I was desperate. My kingdom needed love to survive. My subjects were starving--"

"And?" Celestia continued, interrupting her. "That gives you no excuse to do what you did."

For the first time, Queen Chrysalis whimpered in front of not only one of her subjects, but one of her longest running enemies.

"I know, Princess...And I'm deeply sorry...I was..." She paused, searching her mind for the words.

"I was desperate. Desperate to save my subjects," She began clearly, standing confidently. "And if it weren't for my desperation, I never would have come then..."

"...and I never would have come now."

Queen Chrysalis began to cry, falling to her knees. Attacus moved in to comfort her, but was pushed away.

"My subjects...They are dying. They are being ruthlessly slaughtered. I have come not only to beg for your help in vanquishing this new threat, but to warn you of coming doom."

Celestia backed away, hesitant.

"One of my subjects discovered something out in the uncharted west of Equestria. A species of vicious, ruthless monsters that slaughter indiscriminately...I've tried to fight them, I've tried...Tried and failed. They have ruined my hive and ruthlessly wiped out my subjects...there are very few of us left..."

The alicorn's face became somber.

"And if what you're saying is true, Chrysalis," Princess Celestia spoke, "What's stopping them from killing my subjects?"

Attacus approached the princess.

"There is nothing stopping them, Princess," Attacus spoke softly. "I'm afraid that they already have...My sister was the one who found them. She was the first one to be killed by them...You see, these monsters, or rather, the babies...They require a host. They're parasites. They grow inside of you, and then burst out...My sister was infected, and the parasite that came out of her...It...It infected five ponies out in the woods just North of our hive, near the railroad track..."

"Sister."

The voice of Luna echoed from behind the changelings as she entered the room through the open door, causing them all to stare back at her.

"The changeling...I'm afraid he speaks the truth. Just a few weeks ago, a train travelling from Appleoosa to Silver Shoals was reported to be four hours behind schedule, and five passengers were unaccounted for. Their cabins were found with shattered windows..."

Attacus looked back to Celestia, nervous. Queen Chrysalis once again spoke up to Celestia.

“In such an unfortunate time, such an unfortunate circumstance, why should our old rivalry be left alive? Why should we feud over a difference so petty and bitter, when both of our kinds are equally endangered?”

Celestia paused, then began to smile slightly.

"Queen Chrysalis...You're bold, you're cunning, and I daresay, you're wicked," she said, stepping to Chrysalis' side. "But if there's one thing I know about you, it's that you don't know when to run away from a fight."

Chrysalis looked to Celestia, her sorrowful expression becoming one of fear.

"That fact that you've come here today, and begged for help, and that you're willing to throw away old rivalries to defeat a greater evil...It shows great maturity. It takes quite a lot effort to admit you're wrong, believe me, I'd know, but I can see it in your eyes..."

Celestia paused, staring into the eyes of the changeling queen.

"I'm not quite sure if all of Equestria willing to forgive you...But as of today, I am."

Queen Chrysalis, with tears in her eyes, stumbled forward, falling into Celestia's chest. Celestia, startled, stumbled back, but accepted the hug. Queen Chrysalis began to sob deeply right then and there. Attacus, once again, tried his luck at hugging his queen for comfort, and was finally rewarded with it.

"As for where you'll be living in the meantime," Celestia added. "I know of a secluded, ancient castle in the Everfree Forest, where Luna and I used to rule."

Queen Chrysalis looked up, smiling.

"That would be much appreciated, Princess..."

Princess Celestia smiled, then looked to the royal guards.

"Guards, prepare a Chariot. I shall escort our newest ally to their new refuge."

At that, the two royal guards trotted off, and Celestia escorted the Changeling queen out of the courtroom. Attacus followed close behind. For the first time in quite a while, Attacus felt comfortable with giving his queen a well-deserved smile.

Epilogue: Asylum

It was a beautiful, sunny day in the Everfree forest. Among the thick undergrowth, animals scurried for food, and changelings buzzed about without a care in the world. Four weeks had passed since the incident that left the Changelings without a hive, but it seemed the worst was behind them.

In the short time that they had inhabited the abandoned castle of the Everfree forest, the Changelings had made the place their own. Queen Chrysalis had become much more caring over her underlings, and using the love she had absorbed when she finally gave in and submitted to Princess Celestia, she was able to keep her hive fed and healthy.

There came a knock on the castle door, causing Chrysalis' ears to perk up. All of the changelings in this new hive usually entered from the various holes in the ceiling, so a knock at the door was quite unusual.

A few changeling drones pulled the doors open. In the doorway stood a familiar, yet different face. Queen Chrysalis paused, then chuckled to herself with admiration.

"You must be Twilight Sparkle, yes?"

"That's correct, Queen Chrysalis," Twilight responded with a nod. "I've come to welcome you to Equestria, and to congratulate you on your reform. It's nice to see that you've finally accepted friendship, even if under...Less-than-ideal circumstances."

Twilight gave an embarrassed, awkward smile. Queen Chrysalis chuckled once more.

"It's quite the honor, Twilight. I must admit, it does feel nice to finally meet you without having to hurt you."

Twilight laughed to herself. "You and me both, Chrissy, you and me both. You don't mind if I call you that, do you?"

Queen Chrysalis paused, blushing, and turning away with a pout.

"I'd rather you not," She muttered.

"I understand," Twilight spoke with a giggle. "Anyway, I'll be out in Ponyville if you need me for anything. Just make sure to knock first, okay?"

Queen Chrysalis nodded, as Twilight walked to the door and exited.

Outside, Twilight approached the rest of her friends, smiling.

"Weeeell?" Asked an impatient Rainbow Dash. "How'd it go?

"It went perfectly. Queen Chrysalis really is enjoying herself here. I think that she truly has changed for the better."

"Now that's a relief," Responded Applejack at her side. "Guess I done worked myself up for nothin'."

"Does this mean we get to throw them a party?!" Added an ecstatic Pinkie Pie, bouncing along. "With balloons and cakes and--"

"Yes, Pinkie, I think it does," Twilight began. "But, I think we should hold off on that. They've been through a lot, they need some time to rest."

"Darn straight," Added Applejack. "I could do with a lil' rest myself."

"Oh, a little RNR sounds quite lovely," said Rarity with her head held high. "Perhaps you and I could go to the spa, I heard they have this new treatment that is simply divine!"

"Sounds like a done deal," Replied Applejack.

"Perhaps this time, Rainbow Dash would care to join us," Continued Rarity. "Right, Rainbow Dash?"

The pegasus scoffed at the idea. "Me? The Spa?"

Twilight turned to her friends, idly making conversation. "Why don't all of us go? I'm sure we could use it. I mean, we've all been hard at work, especially Fluttershy. She's been taking care of the animals quite a lot as it gets closer to winter..."

Twilight trailed off, pausing.

"Wait a second...Where did she go?"

The other ponies began to realize that Fluttershy, who had just been walking beside them, had disappeared from view. It didn't take long to find her, sat up against a tree, petting a small, shivering fox. She seemed to be comforting the small animal.

"There, there, little one, it's all over now. You're going to be okay, I promise--"

"Uhhh, Fluttershy?" Rainbow Dash spoke up behind her. "What are you doing?"

"Oh," The shy mare responded, setting down the animal and watching as it bolted off into the undergrowth. "I found this poor little sleeping under a bush, squirming and squealing...Oh, she was having a terrible nightmare...I was just comforting her and telling her it's going to be okay..."

Twilight smiled at her. "That's very kind of you, Fluttershy, but we're going home now, okay?"

Fluttershy nodded, standing up and following the rest of the group as they walked off into the distance.

In the undergrowth, the small little animal squirmed into a small spot under a tree, its nose twitching as it began to nod off. The sleeping fox was blissfully unaware of its surroundings, only focusing on its sleep as the sun began to climb out of the sky and set below the horizon...

The snoozing animal, claimed by sleep, was also blissfully unaware of the heavy, wet thud of a footstep just outside of its hiding spot as a dark figure walked by, before beginning to clamber up the tree. Clawed, four-fingered hands gripped the bark, tearing at it as the huge beast clambered onto a branch, staring down at the new changeling hive. The alien hissed softly, peeling its lips back to reveal its fanged, silvery teeth. Thick saliva dripping from its hungry maw as it tilted its eyeless head to face the castle ruins, staring with an unearthly patience...