A Queen's Final Revenge

by Little Wood

Rating: teen
Tags: Princess Celestia, Twilight Sparkle, Main 6, Gore, My Little Pony: Friendship is Magic, Dark, Changelings, Comedy
Length: 22628

Chrysalis turns twilight into a changling

Although Chrysalis had no doubt that her plan was going to work she had to sure that, if her plan were to fail, that her race would survive. But her plan failed, utterly and completely failed. She had thought that her plan was fool proof but one mere child had managed to derail her plans in one fell swoop. Oh how the queen wanted her revenge and oh she was going to get it. She reveled in the irony of the situation for the pony that had sentenced her and all her children to a slow, painful death in the bad lands would also be the savior of her race. So as the Queen released her final breath she was content in her final revenge.

Thank Pink Pearl for the cover art

Big thanks to Arctic for doing chapters 1-14 on this story!

Published 2012-12-11 14:00:01 UTC
Last updated 2014-06-01 19:57:06 UTC

Chapter 1

A Queen's Final Revenge

Chapter One

Twilight was having a wonderful dream. She was with all her friends at Sugercube Corner having a slumber party. The room they were in was dark as midnight with nothing but a signal flashlight to illuminate it. Pinkie had just finished telling her ghost story and now it was Twilight's turn

"Come on girls I don't want to scare you to bad right before bed .", she said sounding very cocky in her story telling abilities,"but if you insist." She opened her mouth to start her story ,but before she could, purple flames began to lick at the base of her hooves. She tried to scream but no sound could be heard as the flames crawled up her legs revealing hole ridden hooves. As the flames climbed higher and higher it revealed the form of a changeling but not like the drones that had attacked Canterlot.

Then all her friends began to scream at her, "What have you done with Twilight.", They never gave her time to answer as they all egged closer prepared to beat her. Then they all raised their hooves to beat her to death, and she screamed."

__________

She woke screaming covered In sweat and tangled in blankets.Oh thank Celestia it was just a dream. It was just a dream. The door burst open reveling a worried Spike. He stood there for a moment with a blank stare plastered on his face and his jaw on the floor. "Spike it was just a dream don't worry."

Spike composed himself and charged Twilight, scroll in hand. Spike was beating Twilight with a scroll while screaming the same sentence that her friends had in her dream. "WHAT HAVE YOU DONE WITH TWILIGHT."

"Spike first get off of me and second I am Twilight." What's up with him. She thought while pulling Spike of of her with magic.

"NO YOUR NOT, TWILIGHT'S A PONY NOT A CHANGELING YOU SCUM. WHAT HAVE YOU DONE WITH HER." Spike screamed at the top of his lungs.

"I'm not a changeling, I'm Twilight." Twilight spoke trying to keep calm but there was still anger threaded into her voice.

Spike figured his screaming wasn't going to get him anywhere so he decided to calm himself and act rationally "Well then changeling look in that mirror and tell me how it's possible that you're Twilight

I bet Rainbow put him up to this. This just screams Rainbow. "Fine I'll do it, but all it'll do is prove that all this just a cruel..........joke." her last word dropped to a whisper as she stared into her refection. What she saw in the mirror, standing where she should be, was a monster. She then proceeded to drop to her knees and begin crying.How is this happening to me. Why is this happening to me. Just yesterday I was a regular pony. What happened, what changed.

Spike looked at the sight before him he saw a purple changeling, crying. Out of all the things that he thought about changelings he had never thought that they would cry. This makes no sense changelings don't cry, there cold blooded killers. But this one is, maybe it lost its memory and it really thinks it's Twilight. I know I'll test it. "I don't think a regular changeling would start crying at the sight of its own reflection, so I'll give you one chance to prove that you are the real Twilight. I'm going to ask a question, if you get it right you're the real Twilight if not I'm going to alert the police of your presence.

"O-sniffle-kay."

"Good now answer this question correctly: What is Celestia's birthday."

"February 31, 1 A.C.( After Celestia)." she managed to between sobs.

As soon as Spike heard her answer he sprinted at Twilight and tackled her to the ground in a bear hug. "Twilight I am so so sorry.",  At his words she felt a strange sensation throughout her entire body, making her stronger.Now this is interesting. I can feel his love all around me, and it's delicious. ,"Twilight what happened to you." he whispered in her ear with concern.

I have no idea what the hay is going on. How did this happen. Maybe Chrysalis cursed me or something. We'll have to figure out what's going on later right now I have to be strong, for Spike. "To tell you the truth Spike I don't faintest clue what's going on, but what I do know is that you need to leave this room and cover your ears."

"Why."Spike whined

"No buts."

"Fine." he moaned.

Spike shuffled out of the room. As soon as he closed the door he could hear Twilight screaming words of such profanity that a sailor would be disgusted. After ten straight minutes of cursing, Twilight came down the stairs."Sorry Spike I really shouldn't talk like that.

"It's fine but you seem to be taking this.......rather well actually. Usually you'd be going off-the-wall crazy right now."

He's right I should be going crazy right now. Maybe being a changeling makes me naturally makes me good at deceiving ponies, I guess that includes hiding my true emotions. "To tell you the truth Spike I am going off-the-wall crazy, on the inside. I guess being a changeling makes me naturally good at hiding my true emotions. We'll have to due some research on my  new abilities later but for now we have some reading to due."

Some Time Later

"Well that was useless.",they had searched the whole library and hadn't found one book with even a single paragraph with the word 'changelings' in it  ,"Looks like we'll have to do our own research."

Knock Knock

"Twilight you in there. I'm here to pick up the new 'Daring Do' book."

"And this is a perfect start, let test my abilities to disguise and deceive." Okay now how do I disguise myself. I know I'll try thinking about what I looked like yesterday maybe that will work. And sure enough it did.

Spike looked at his life long friend/mother as purple flames began to engulf her from tail to horn. When the flames died down he could see Twilight, the way she should be. It's good to see her back to normal, the whole changeling look was creeping me out.

"Spike could you go to the bedroom and observe. I need an external source to take down notes on the interaction, okay."

"Yes, Twilight." he gave a mock salute and sped off to the bedroom leaving the door open a crack with a notepad and quill in claw."

Knock Knock

"Twilight you in there."

"Yea, coming." Twilight trotted over to the door and opened it with lavender magic. She gave Dash a innocent smile and said "Oh hi there Dash whats new."

"The new 'Daring Do' book  just came out and I'm here to pick it up." she said excitement evident in her voice.

"Well it's not here quit yet but it will be arriving later today along with some other books I ordered from Canterlot." she lied. The 'Daring Do' book had arrived yesterday but she hadn't  put it on the shelves yet. "Would you like to stay for some tea while we wait."

"Sure, I guess."

"This is weird, I can literally feel the disappointment rolling off of her." "Look Dash I know that you were really looking forward to that book but it'll be here in just a few hours. I'll go make the tea you, stay here." Twilight went to the kitchen heated up the water with her magic, put in the tea bags and came back out to the living room. She levitated one of the cups over to Dash.

"Thanks Twilight." Dash said depressed. Twilight mused that she would be able to feel her sadness even if she wasn't a changeling.

"Dash are you ok, you seem depressed." Twilight said with genuine concern even though she was loving the constant influx of emotion."Note to self: can feed on more emotions than just love."

"It's nothing you want to hear."

"Oh but I do, you're my friend and I want to help you. Now tell me what's wrong." she said calmly but with authority in her voice almost like a mother.

"Well you see I'm.....I'm scared." she said defeated.

"Now what ever could make you scared."

"My parents are coming to visit and I'm scared. Scared that I won't be good enough for them, scared that they won't love me."she was starting to cry, slowly letting tears flow down her cheeks.

"Now what would make you think that."Twilight said genuinely worried.

'I'm from a foster home, I've never met my real parents" ,she said just above a whisper, "but tomorrow, that's going to change and I'm scared."

Twilight was going to console her friend but her changeling instincts took over, "Dash if you're really that scared then I have something that will take all those worries and fears away, are you interested." ,Dash just gave a slow nod, "Okay then follow me." Twilight got up and started over to the basement door and motioned for Dash to follow, she did.

__________

Spike noticed that the girls were getting up and heading for the basement. Now what could those two be up to. Spike thought to himself as he made his way to the basement door. As he reached a claw out to the open the door it opened in an aura of lavender magic. "Hi Twilight, where's Rainbow."

"She's...uh....preoccupied at the moment. She'll be back up in a few hours. Until then you not to even touch the basement door, understood."

"Understood." ,Spike knew better than to disobey Twilight. Besides she did promise that Rainbow would be back up in a few hours so what was there to worry about.

In the Basement

Despite the fact that all the lights were all off, the library basement was lit faintly in a deep purple glow. This light was emanating from a purple cocoon glued to one of the far walls.

Chapter 2

A Queen's Final Revenge

Chapter Two

Rainbow woke up, and she could tell this was going to be a good day. She jumped out of bed and walked over to the bathroom for her morning hygiene. Contrary to popular belief, Rainbow did care about the way she looked. Rainbow opened the door to her bathroom. It wasn't anything special. The room was about 8x12 with a sink on the left  wall, her porcelain throne  on her right, and her shower on the far wall. She walked over to the shower and turned it on, made sure the water was nice and jumped in. She loved the shower, the cool sensation of the shampoo on her head and tail, the warmth emanating off water, but the the best part was the simple feeling of the water running down her body.

She jumped out of the shower grabbed a towel off the rack and used it to dry herself. After she was dry she grabbed her toothbrush, squirted some toothpaste on the end, and began to brush her teeth. For one fleeting moment she saw something in the mirror and her eyes went wide. She saw what looked like a changeling, but it couldn't be a changeling, they had expelled all the changelings. She whipped around to see it, but when she looked behind her it wasn't there. She looked all around the room but the changeling was nowhere to be found. "I'll have to ask Twilight about that later." she spoke to no one in particular.

She finished brushing her teeth keeping ready to whip around at any moment trying to get a good look at that changeling if it were to come back. It never did. She brushed her mane and decided that she was hungry. So she walked through her bedroom out to the hallway and on her way to the kitchen. "I really should put something up on these walls, there so bland, so white." she said to her self as she walked to the kitchen.

When she got to the kitchen she knew something was off, she just couldn't put her hoof on it. The fridge was in the same place as it always was, right next to the sink and counter. All the shelves were still in order, the table was still a mess. She'd just have to figure it out later. Right now she was hungry and there was a box of Wonder Bolts calling her name. She flew up to the top shelf, grabbed the box of cereal, and poured a good amount into a bowl. She went over to the fridge, grabbed the milk, and poured some into her bowl. As she was going in for the first sugary bite there was a knock at the door. "Really, I swear some ponies sure got timing.", she got up from the kitchen table and walked the short trek to the front door. When she opened the door she saw someone that she was not expecting this time of the morning. "Derpy what are you doing here."

"Well duh I'm delivering mail." the wall-eyed mare said somewhat confused at the question.

"Yea, I could figure that out, but why so early."

"Because this letter says rush delivery." the mail mare stated mater-of-factly. "Well here's your mail", she handed her a envelope with a seal that Rainbow was sure that she'd seen before ,"I have other deliveries to make. It was  nice talking to you." Derpy said as she flew off clumsily.

Rainbow hadn't taken her eyes of the letter since it was handed to her, trying to remember were she had seen that seal before. She decided that maybe she'd think of it once she saw what the letter was about. She walked into her home while she opened the envelope and pulled out the letter. She wasn't even half way through the letter before she fainted.

The letter fell to the ground. It was covered in various legal stuff, but that wasn't the for Rainbow's fainting. What had caused her to faint was the bold print at the top of the page.

You, Rainbow Dash, Have Been Cordially Invited To Join The Wonderbolts.

__________

Rainbow woke up a few minutes later with a headache and some important news. She picked herself ,and the letter, off the floor with such speed that it was no wonder that was being invited to join the Wonderbolts. She flew at top speed to Twilight's library.

When she got to the library all her friends were already there, much to her convenience. Rainbow walked in the door   and immediately knew something was wrong. Pinkies hair was flat, Applejack's hat was soaked with tears, Twilight's hair was singed from when she had undoubtedly lost control of herself, Rarity was in the corner holding Sweetie close to her, and Angle was patting Fluttershy on the back as she cried. "Hey guys what happened, you all look like somepony died." At the mention of death all there teary gazes fell upon her, and she could tell she'd hit the nail on the head.

"That's just it Rainbow somepony did die. In fact alot of ponies died. Some crazed stallion ran into Dodge City Elementary and killed twenty-six ponies. Twenty of them were just foals Dash. Foals filled with hopes, dreams, and ideas and now they're never to be realized. Never to see the light of day." Twilight said just barely keeping the  tears and anger out of her voice.

For a  moment Rainbow saw something that she really didn't like. Where Twilight was standing just a moment ago was the same purple changeling she had seen in her mirror earlier that morning. Rainbow blinked once in confusion but when her eyes opened Twilight was right where she should be and the changeling was nowhere to be found. ' That was weird. i might have to ask Twilight about that sooner than I thought.'

While she was thinking to herself in the doorway all her friends had gotten in a big group hug. Rainbow decided to join them in the comforting embrace. She had to get the idea of this mad stallion off her mind because the more she thought about it the more she wanted to kill him herself.

"Well girls this may be bad timing but I got some great news.", she said her excitement growing with each word.

"Sugar cube, I think all of us could use some good news right now." Applejack spoke solemnly.

"Well I don't want to brag but" ,she handed the letter to Twilight, "I am the newest member of the Wonderbolts."

They all stood in place, seemingly shell shocked. Pinkie was the first to speak, "Dashie you're leaving us?"

"What I are you guys talking about, I would never leave you."

"Well actually you would, if had read the rest of the letter then you would have realized that the first tour start in a week and ends next year. Non-stop trip." Twilight said with irritation evident in her voice.

"Come on guys I'll be back. I'll write letters." Rainbow said desperately. Then suddenly she saw it again. She saw the purple changeling. She also saw Twilight was no where to be found. One by one all her friends disappeared and where replaced by changelings. Slowly, the changelings began advanced on her.

"Don't leave us Dashie."

"Yea Dashie don't leave us."

"Darling why don't you stay for tea instead."

"Please stay Dashie...if that's ok with you that is."

"There's no need to leave sugar cube why don't ya stay."

Five of the changelings said as that advance on her. Rainbow noticed, from the corner she had backed into, that the purple one hadn't moved. She just sat there with a smirk on her face. That smirk was the last thing she saw before it all went black.

__________

Rainbow's eyes fluttered open. Wow, that was some dream. What did I eat last night. She continued to think about the dream until she realized something very important. She was floating upside down in some sort of purple liquid. Well Pinkie really outdid herself this time. If this slimy stuff wasn't purple I'd think I'm in a changeling cocoon.

Suddenly Rainbow heard a familiar voice coming from the shadows on the other side of the room. "That's just it, this isn't one of Pinkie's pranks, you are in a changeling cocoon. Mine to be exact."

"This isn't a changeling cocoon. Changeling slime is green." How the hay did she know what I thinking.

"Oh my sweet Rainbow Dash, so brash, so bold, and oh so easy fool. You fell for my trap so easily. I thought for sure I'd have to come up with some kind of back up, but no you fell for it. Hook. Line. And sinker.

"Hay, you saying I'm stupid." Rainbow yelled at her mysterious kidnapper.

"No. But I must say, you must really be afraid of your parents if just the mention of a way out worked with out any extra convincing."

"Well what do you expect I'm a foster kid meeting her parents for the first time. Now if you would be so kind get me down from here." she spat. You could almost taste the venom in her voice, but somehow she managed to say it politely.

"If you so insist my child. You're done cooking anyway." said the mysterious stranger with a mocking tone. Rainbow's captor broke the cocoon allowing the purple liquid to drain out, while she levitated out the young pegasus. The lights in the room suddenly flickered on hurting Rainbow's eyes. She prepared herself to fight, but the sight before her froze her in place. The purple changeling from her dream, standing there right in front of her, mocking the rules of reality. But what she saw next shocked her even more. The changeling had levitated a mirror over to them, and put in front of her and said this, " How do you like your new look Dashie."

Rainbow looked into the mirror and saw a changeling. A changeling that looked allot like her, because it was her.

Chapter 3

A Queen's Final Revenge

Chapter Three

It's true that when Twilight walked down the stairs to the basement to let out Rainbow she wasn't expecting a hug or even a warm reception, but what she really didn't expect was a ear piercing scream that could have easily been heard from Canterlot.

After Rainbow had seen her own reflection she'd galloped to the far corner. She began looking herself over, probably trying to figure out what was going on. Twilight , due to the fact that Dash was now in the hive-mind, could hear all of her thoughts, and one rose above all the rest.

Why me.

"The answer is quite simple my child. I am now the changeling queen, and I needed you to make sure that we are were survive.", Twilight said in a soothing tone that could calm any pain or end any sorrow and immediately Rainbow stopped freaking out and started thinking rationally.

She could feel things that she couldn't before. She could feel a deep connection to the world around her. She could feel magic flowing through the air, she could feel it flow through the earth under her hooves, and most of all she could feel it flow through her. She could feel something else too. A strange presence in her mind, the presence wasn't hostile or anything like that, in fact it felt quite calming soothing even. Then she felt something else, a hoof on her shoulder.

"Come now my child",Twilight nudged Rainbow, "I'm sure you have many questions."

"No offence but I think I'd rather stay here until i understand what's going on." Rainbow said much nicer than she intended.

"That's understandable. We'll stay here until you're ready to go upstairs." said with understanding in her voice.

"Okay then, first off what'd you do to me, and second what am I." She asked with fear in her voice.

"I converted you. As for what you are, you are now a changeling." Twilight said matter-of-factly.

"Okay then next, why aren't I freaking out right now, because I'm pretty sure that I should be freaking out right now." Rainbow asked in a tone that she sure was far to calm for a situation such as this.

"You aren't freaking out right now because I'm not letting you. Due to the fact that you're in my hive mind now you're only allowed to do what I allow you to." Twilight once again stated matter-of-factly.

"Not sure if I like that ,but I still seem to have my free will so that's a plus. Next question, who are you and do I know you."

"Oh yes, you know me quite well actually. Here let me give you a hint." Twilight said with mirth in her voice. She disguised herself like a regular pony. Specifically, herself.

Well didn't see that comin'. At that moment Rainbow was glad that Twilight was in her head, because if she wasn't Rainbow would most likely be screaming bloody murder.

After Rainbow got over her surprise she got up and asked "Twilight, what happened."

"Well that's a interesting story. I know what you thinking, and no I've only been a changeling since this morning. So as I was-"

"Wait, wait, wait, ", Rainbow interrupted, "Your telling me you've only been a changeling since this morning. How are you not crazy right now."

"All in due time my child, now as I was saying. This morning I woke up as changeling. No rhyme, no reason, I just woke up as a changeling. After Spike came in and tried to beat me to death with a scroll, I calmed him down and convinced him that I was Twilight and not a changeling impostor. Afterwards we went down stairs to find out all we could about changelings from the library. Naturally there was nothing in the whole library that had anything on changelings so I was left to conclude that the reason I wasn't going crazy was because of the fact that I was a changeling. You see as queen I have the greatest natural ability to deceive, and that includes hiding true emotions. And that's when you walked in. You showed up at a very bad time because right then my mind was very fragile from the stress of waking up as a different species. It wasn't anything for my instincts as queen to take over my rational thought and trick you into coming down here and turning you into a changeling. When I came up from the basement ,where you were still stuck to wall, I was disappointed in my self. I made sure Spike wouldn't go down to the basement and disturb you, then I went up to my room to cry. Spike came up to ask what was wrong, I told him that being a changeling was, "Just getting to me." Then I sent him over to Rarity's so I could have some time to think on my own. However I never got the peace and quiet that I so desperately wanted because just after Spike had gone something very unexpected happened."

Two Hours Earlier

"Why me! Why in all off Tartarus would this happen to me!" Twilight screamed at no one in particular, "I mean really how does this even happen! This isn't a regular magic transformation, as far a I can tell it's a complete re-written my biology." she spoke only to herself, or so she thought.

"My queen I have brought a message for you .

Twilight wiped around as fast as her new body would allow. She found that behind her was one of her least favorite things, a changeling. It was different than the changelings that had attacked Canterlot. It had the basic build of a changeling, it had the same black caripass, the blue armor on its back, and the same hole ridden hooves. But yet something was different, its eyes weren't the solid blue that the others had, it had the eyes of a predator. Green eyes with a single black slit in the center. She was scared but soon her instincts kicked in and she suddenly felt very regal.

"What was that. What would a changeling possibly have to bring me." Twilight asked with as much hatred as curiosity.

"Well my queen, I bring a message from from the dearly departed Queen Chrysalis." he spoke ignoring the hatred in the young queen's voice.

"What do you mean a message from the 'Dearly departed Queen Chrysalis'." Twilight spoke with question in her voice but managed to still sound regal.

"My queen, I mean she's dead and I have message from her." the changeling said matter-of-factly as if it was obvious.

"Show it to me then."

"As you wish my queen." the changeling's horn began to glow an eerie green, and a viewing portal began to take form. After the viewing portal was formed Twilight saw the one thing that see desperately needed right now, answers.

Twilight could see Chrysalis lying down, trying desperately not to let her head fall for fear that she wouldn't be able to lift it back up. She looked so weak and so helpless that for a moment Twilight actually felt sorry for her. "Ah, Twilight Sparkle I presume. If you can't tell by now I am Queen Chrysalis of the changelings, and I'm dying. Now I'm sure you have many questions but our time is short, the changeling showing you this message does not have long to live. So I'll give it to you strait" ,Chrysalis said dropping any form of regality that she had been able to muster in her weakened state, "you're the new queen. By the time you get this message I will have been dead and you transformed into a one of our glorious race. Right now I bet you're wondering how I can conjure such powerful transformation magic in a weakened state such as this." the queen gestured to herself. "The answer is, I didn't. When I tried ,and failed, to take Canterlot I decided that I needed some insurance. You see as queen I have a certain spell that only I, and now you, can cast. Some ponies call it a charm, others a curse, however I call it 'The Heir Spell'. You see it works on a very low level frequency that can't be picked up by regular unicorns. The spell will work its way into your very DNA and hide until the time is right for it to pounce. The spell makes its move the as soon as the caster dies, transforming the target into a changeling. Which is what happened to you. Right after I bound you and your friends to the floor at the wedding I decided that you would make the perfect queen should I die. That is all I have to say. This changeling will stay with you until he dies soon after this message concludes. Good luck and may you lead your hive well."

Twilight could do nothing but stand there dumb struck as the viewing screen closed in a pop of green magic. She couldn't believe what she'd just seen. She had been screaming at the the heavens for answers, and what do the heavens do                 . They answer two questions and make fifty. Twilight was broken from her mental assault on the heavens by a voice behind her.

"My queen is there anything I can do to help you before I go."

"You can, tell me all you know about the spell that Chrysalis spoke of" Twilight somehow managed to speak with regality considering all that had been dropped on her, "and please don't call me queen, call me Twilight

The changeling looked a little weirded out by the request but followed none the less. " I don't know much Twilight, but what I do know is that it's only reversible by the caster and that it transforms the target into a queen, the highest rank of changelings."

"So what you're saying is that the only way I can reverse this thing is to get Chrysalis to do it, and that's not exactly possible because she's dead." Twilight said, her power to deceive no longer able to hide that fear and panic in her voice.

"Yes." the changeling said

"No, no, no, no. This can't be happening, this can't be happening. There has to be a way to reverse this. Maybe I can reverse engineer the spell. No, no, no that won't work I can't even cast the spell how could I reverse engineer something I can't see. Maybe...." Twilight continued to rant like this for several minutes until she noticed something. Behind her the changeling was on the floor, coughing up blood. Twilight rushed over to his side.

"Oh Celestia what's going on.

"It's like Chrysalis said, I'm dying. I'm the last of my hive. Without a queen to lead the hive it begins to die out. The queen's constant influx of magic is what keeps us alive. Without you our proud race will go extinct because with my death you will be the very last of the changeling." then the changeling lay still on her floor slowing dying.

Twilight never did liked the idea of death. When she was a just  foal she had a pet dog. She loved that dog so much that she thought that her love would sustain it forever, but much to her despair it wouldn't. She came home from school one day and was excited to play with her little Princess but she was confused when she would call her and she wouldn't com. Her parents had found her calling for Princess and asked her to come sit on the couch so they could talk with her. Her parents had always been rather blunt they didn't mince words they didn't draw it out they just came right out and said it "Twilight, Princess died while you were at school." Those words had hit her like a train. She understood the word death, She'd read about it many times in the thousands of books she'd read while under the wing of Celestia, but she had never had to deal with its ramifications, until that moment. Afterwords she had locked herself in her room for a week. She wouldn't eat, she wouldn't sleep, she wouldn't even leave for school with Celestia. Seeing this changeling dying on her floor she felt even worse she wanted to run away from there as fast as she could hoping to avoid death itself, but she didn't. She felt responsible for this changelings death, after all he had spent his last moment delivering a message to her the least she could do is comfort him as he died. So she began to comfort the changeling, whispering sweet nothing in its ear while stroking the back of its head.

__________

"And then he died in my embrace." Twilight finished tears tugging at the corners of her eyes. "I sat there for a while letting my tears fall on his lifeless husk of a  body, and that's when I realized changeling aren't the beasts that we make them out to be, there so much more. They're not mindless drones that do nothing with there lives, they have feelings, they do what they do because they must and if it's in my power I'm no going to let them die. That's when I realized that I would do anything to make sure that this glorious race would continue. That's when I realized that I must be there new queen.

Chapter 4

A Queen's Final Revenge

Chapter Four

Twilight lay in bed peacefully, dreaming of the beauty of her hive. Ever since she accepted the fact that she was the new queen, she no longer feared the future in fact she was looking forward to it. So she lay there peacefully until soft beams of light began streaming through her bed room window, and onto her face. Twilight's eyes flitted open, and she sat up trying to figure out  what had disturbed her sleep. That's when she looked out her window, and saw a beautiful sunrise of gold and purple hues. It looked as if Celestia had taken a paint brush to the sky and made a master piece. The view was certainly something nice to wake up to. She decided go get some oats for breakfast, maybe check up on Rainbow and go over some plans for when she meets her parents. She got to the kitchen and found that there was already a pipin' hot bowl of oats waiting for her on the table. Spike was sitting on the other side of the table with a stupid smile plastered on face. He's nervous about something, let's find out what.

"Hey, there's my number one assistant. I see you made breakfast, thanks."

"No big, it's just something any number one assistant would do." he spoke with a shaky voice.

"Okay Spike let's get this out of the way right now. If you're nervous around me now that I'm a changeling just tell me."

"Oh no It has nothing to do with that, it's just I'm worried about you, being a whole new species and everything it has to be hard to adjust." Spike said with both worry and shakiness in his voice.

"I'm fine, really. True it'll be weird for a while but eventually you'll get used to it and the girls will never have to know." Twilight punctuated her sentence with a spoon full of oats.

"What do you mean the girls will never have to know! You can't just not tell them about something this big!"

"What are you talking about, I've hidden bigger. Don't you remember that one time when I messed up a spell and ended up a alicorn for a week. That was even harder to hide than this, I mean like this I can disguise myself."

"I still don't understand how you did that." , Spike said trying hard to remember how she'd done it, "You can't just not tell them about this ,especially considering it's permanent."

Spike has a point. I won't be able to keep this hidden forever, three weeks at maximum. Okay so I have to options, tell my friends about me and Rainbow or I can convert them.....hmm.....convert them. Wonder what class they'll turn out to be. I'll have to think of some names for the classes, but for now I'll have to decide which of my friends is next. "Okay Spike I'll tell when the time is right okay."

"Thanks Twilight, you have know idea how much better that makes me feel. Better than you going crazy trying to hide it from them huh." he chuckled to himself.

"Yea I guess so. I'll be in my room for awhile seeing what I can find on changelings. While I'm doing that would you mind reorganizing the library?" Twilight spoke innocently.

"Sure, but when I'm done can go over Rarity's?" Spike asked with the biggest puppy dog eyes Twilight had ever seen.

"Of course you can, but you have to get the entire library, no funny business."

"Of  course Twilight when have I ever tried to deceive you?" Spike asked insolently.

"Just get to work, I'm going up to my room."

"Yes ma'am." Spike said with a left clawed salute.

__________

Twilight had been in her room now for a bout two hours trying to fine-tune her new changeling magic. It was now about 8:30 in the morning so Rainbow would be waking up shortly. So Twilight waited until she could the one other conscious floating around in the hive mind. After a few minutes Twilight could feel that Rainbow was awake and decided to try and talk to her through the hive-mind.

__________

In Rainbow's house she was getting up when she was startled by a voice in her head.

"Good morning Rainbow how was your first night in the hive."

Rainbow had no idea what was going on so naturally she stated yelling at the voice. "Who are you. What's going on and what do you mean in the hive." then, as if in response, all the memories of yesterday came rushing back to her. She immediately looked at her hooves in panic, and sure enough her cyan coat had been replaced with black chitin and her hooves were riddled with holes. Then, suddenly, she felt calm.

"Rainbow am I going to have to calm you down every time you see you own hooves or are you going to get used to this soon."

Then Rainbow did what came by instinct, she thought back. "I'll get used to it eventually I guess. So why the morning call anyways."

"I'm here to help you and see just how good your power of deception is."

Rainbow by now had walked to the kitchen to get some breakfast and was poring herself a bowl of Wonderbolts "Why would I have to deceive anypony I'm just at home getting some cereal."

Knock-Knock

"That would be why Rainbow. You have to deceive your parents."

Rainbow was freaking out a little but Twilight quickly put a end to that. "It's okay Rainbow you just gotta disguise yourself like we practiced and you'll be fine, I'm here for you okay."

"Okay."

Rainbow quickly preformed the transforming spell Twilight had taught her. It was sloppy but it would fool some one who had never seen her before. With her spell in place she quickly ran over to the door to answered it expecting warm reception.

She opened the door and found two pegasus ponies. The one on the left was a mare with a navy blue coat and prismatic mane like Rainbow's. Her cutie mark was a diamond with wings. She had a snooty air about her, she seemed to emanate a feeling of I'm-better-than-you-ness or whatever. On the right was a brown coated stallion with a slightly darker brown mane. His cutie mark was hour glass.

"Why hello darling Rainbow dash right. Simply delightful to finally meet you. May we come in."

"Of course you can, make yourselves comfortable."

"Thanks Dash this place seems pretty cool. How much it cost ya."

"Well to tell you the truth a wing and a leg, but it was worth it this place is great.

"Remember Dash you have to make it believable. Try acting a little nervous."

"Why would I would have to try, I'm the great Rainbow Dash there's nopony I can't fool."

Twilight gave Rainbow a mental scowl that told her that she had no choice in that matter.

"Fine, fine I'll do it."

"Why don't you guys take a seat in the living room and I'll be right back with some tea okay>"

"That's cool."

"Of course darling, some tea would be lovely."

Rainbow flew into the kitchen and put some water on the heater for the tea. "Okay so what do I do now."

"Well from what I can tell you talk with them, have a few laughs, and generally have a good time with them. I have some business to attend to so you'll be on your own for awhile if you need me just think into the hive-mind. It'll come naturally to you, don't worry."

"Don't worry Twilight, I got this."

"You sure."

"Yea I'm sure, now go do your business or whatever."

"Okay, don't forget to call me. Bye."

"Bye."

The tea kettle began to whistle and Rainbow's solo act was about to begin.

__________

Twilight woke up from the trance like state she had been in while guiding Rainbow. She found that she was still in her room. She also found something else, she was hungry. She considered eating at home but decided against it. If she wasn't seen in town for two days strait ponies might get suspicious. After some thought she finally decided that she would eat at Sugarcube Corner. Besides Pinkie asked her to help with the cupcakes and she never got the chance. So she trotted down the stairs and saw that Spike was still puttering away at taking care of the library. He can be so cute sometimes.

"Spike I'm going out for awhile don't forget to lock the library when you go to Rarity's place." she yelled behind her as she trotted out the door and into the streets of Ponyville.

__________

As Twilight trotted through town she noticed something, nothing insane was happening. No ursas raging through the town, no crazed dragons demolishing everything in sight, no jerk griffons. It was just a nice quite day. So she trotted through town she waving at whoever happened to be there. As she trotted along she thought to herself, "I think I'll start the hive small. I'll start with my close friends of course, but other than them who should I assimilate,and more importantly how? The cocoon may be affective but it's to bulky, it takes to long, and it's to hard to hide. I bet i could modify it to be better. Let's see, the cocoon works off magic channeled into its walls, the liquid acts as catalyst for that energy, so if I were to take the liquid and channel the magic into it directly then it could be ingested and transform the target instantly. I'll test it on Pinkie maybe I could slip it on a cupcake or....." As Twilight was busy thinking of ways to trick Pinkie into ingesting 'instant changeling' she walked right into Surgarcube Corner.

"Ow, guess I should look were I'm going next time." she said to only herself

"Well of course you should silly, if you didn't then you'd run into everything and that would hurt and you'd have bruises and scratchs all over and you'd need lots lots and of band-aids and....." Pinkies sentence ended abruptly when Twilight put her hoof in Pinkies mouth.

"Hi Pinkie, you asked me to come over and help with the cupcakes right?"

"Oh yea your number did come and then I was so excited and......."

"Wait, what was that about a number?" Twilight questioned

"What are you talking about, I never said anything about numbers. Anyways come on we got cupcakes to make."

"Okay Pinkie, lead on."

__________

Twilight's eyes opened reluctantly reveling a pitch-black room. She had no idea where she was, last she knew she was in Surgarcube Corner helping Pinkie bake cupcakes. Pinkie had offered her a cupcake and she had accepted the offer. Then she blacked out. As she thought about how she'd ended up here the room suddenly light up reveling the most horrifying thing Twilight had ever seen. The floor was covered in dried blood, the walls were covered with mounted pony heads (and one griffon), and the tables were covered with blood stained killing tools. Then she saw her. It was Pinkie,no doubt about that, but yet it wasn't. She looked exactly like Pinkie accept for one thing her, her hair was flat. She was standing on the other side of the room, sharpening a huge butcher knife.

"I really didn't see this one coming, not in the slightest, when I knocked you out I thought you would just fall to the floor like the rest of them. But no, not you, you turned into a changeling. I've never disected a changeling before, I wonder how you'll taste." hearing those words Twilight decided to check look at herself by doing this she figured out two things at once. One: she indeed was in her changeling form. Two: she was strapped to a bloody surgery table.

Now at this point most ponies would be freaking out, begging for mercy, and screaming bloody murder. Twilight wasn't most ponies, no she was a changeling queen but not just that she was a changeling queen with a plan.

"Hey Pinkie would mind loosening these straps, there chaffing."

"Sure thing Twilight, I don't want my friend to die uncomfortably." Pinkie walked over to where Twilight was strapped down and loosened the straps, not enough for her to escape but enough for them to stop chaffing.

"Thanks, so what are you planing to use to kill me with anyway?" Pinkie was surprised at how well Twilight was taking this. The rest of her victims had all begged her for mercy, some had even offered to be her apprentice, but none had ever asked her what she was going to use to kill them. She knew eventually one would come to die with grace, but she never in a million years had thought that it would be Twilight.

"Well I was going to use the hack saw but now I'm leaning more toward the chainsaw. I must say Twilight, of all my victims I never expected you to be the one that died with grace." Pinkie punctuated her sentence with the ripping of a chainsaw.

"Oh that's just it Pinkie, I'm not dying." Pinkie brought her chainsaw down on Twilight's hide.

__________

"Told you Pinkie, I'm not dying today." Twilight said with a smirk. The changeling and the crazed pony stood in the middle of a bloodied room, dull and broken knives littered all around them.

"Well Twilight I gotta to give it to ya, that's one hard shell. So far I've broken three chainsaws, twelve scalpels, fife-teen butcher knives, and forty-two bone saws."

"Really that many." Twilight did her best to shrug while retrained to a table, "Well before you break anymore of your tools I have a offer for you."

"Oh and what would that be?" Pinkie asked in far to low and menacing to belong to the real Pinkie

"I can make you one the great changeling race. If you agree you will be of the highest class, besides the myself of course. You will command great armies, you will cause untold destruction, and you will be able to be anyone at any time. You fly through the heavens and command magic of untold power. You will be one of the few, the proud, the predators.

"Interesting offer, but I have two questions before I answer. First, where did you get the name; and two, what's the catch?"

"Well I just thought it up I have had alot of time to think while you've been trying to kill me. As for the catch, you become one with the hive and as such your undying loyalty will be mine and mine alone. You will serve me, your queen, until the day you die."

"You know Twilight, you got a deal just let me get you down from there and I can join your ranks, but I do have one more question."

"And what is that Pinkie."

"Is there anypony else in the hive or will I be the first." Pinkie asked cheerfully as she undid Twilight's restraints.

"You will not be the first. Dash has also joined the hive."

"Really Dashie's a changeling, that's great. Will we be like sisters or will we be more cousins........" Pinkie continued to rant on like this until Twilight was out of her restraints and on the ground shoving her hoof in Pinkies mouth.

"Yes, you will sisters in the hive. Now I'll need a few minutes to prepare the spell so why don't you wait here and I'll be right back, okay?"

"Okay Twilight."

So Twilight went off to prepare the spell she'd figured out while Pinkie was trying to kill her. It's interesting what a mind can do while a mad pony's trying to kill you.

__________

After a few minutes Twilight came back her spell flaring on her horn. "You ready Pinkie."

"You know it."

"Okay then, here goes nothing." Twilight let her spell fly and it Pinkie square in the chest releasing a blinding flash of light. After the light was gone standing where Pinkie was moments ago was a changeling bouncing in place with a huge pink mane and smile so big it looked like her face was about to be torn in half.

"So Twilight what's first."

Chapter 5

A Queen's Final Revenge

Chapter Five

The drones skittered out of their queen's way as she passed. She strode with elegance and beauty, her predators on either side. The drones stared at the queen waiting for orders, unable to do much of anything by themselves. So as the changelings moved to make a path for her she strode onward. After passing through the crowd of changelings she jumped on a small stage, her predators still on either side.

"Hello my children, we have gathered here today to celebrate a monumentos occasion. We are here to break ground on what will not only be our base and our hive but will also our home." all the changelings on the small crowd stomped their hooves and cheered. "This will be a great undertaking, but when it's finished we will finally have somewhere we can call our own, we will have somewhere we can call home." another round of applause from the crowd. "I will now leave you all to your work. Love to live. Live to love." The crowd cheered a little after the speech but after about a minute they all dispersed to their respective pod to begin work on the hive.

As Twilight walked away from the dig site she felt she was making progress. In the week since Pinkie's assimilation she had taught Rainbow and Pinkie the conversion spell, converted half of the small village, and begun work on the hive. But even in her success her hive was still at risk. The other citizens of town were starting to grow suspicious, and the Summer Sun Celebration was in two weeks. She needed to be ready, she had have all her friends on her side in case things went sour with Celestia.

It's not like she expected things to go sour, but she needed to be ready. So she came up with a plan.

One Hour Later

"Okay kids, you understand the plan." Twilight ask with a tone of a proud mother.

"Yes, our queen." The CMC (now the Advance Recon Mission Preparatory Invasion Terror platoon or A.R.M.P.I.T) said all at the same time.

"Sweetie Belle, repeat your mission."

"I am to infiltrate Carousel Boutique under the guise of Rarity's sister and bring her to the library at any cost. Lethal force is not authorized." Sweetie said in a monotone voice.

"Good, good. Now Applebloom, what is your mission?"

"I am to infiltrate Sweet Apple Acres under the guise of Apple Jack's sister and bring her to the library at any cost. Lethal force is not authorized."

"Very good. Now Scootaloo, what have I assigned you to do?"

"I am to accompany Rainbow Dash to Fluttershy's house and assist her in bringing Fluttershy to the library at any cost. Lethal force is not authorized."

"Good, all of you know you mission. Complete and return here for debriefing. Dismissed." Twilight watched as the youngest of her children went off into possibly hostile environments with no fear, and she was proud.

"Dash I'm sure you understand the plan."

"Of course Twilight, you know I know it." Dash said holding her hoof up to her chest in a extremely prideful position.

"Oh really, then why is Scoots already on her way to Flutershy's house and your still here?" Twilight said with a smirk playing across her face.

"Oh crap, gotta go see ya Twi." Rainbow yelled behind her as the ran out the door to try and catch Scootaloo.

Twilight looked on with Pinkie and began rolling on the floor with laughter. After a few minutes of this Twilight and Pinkie picked themselves off the ground and began to speak about the rest of the plan.

"So Twilight what do I do." Pinkie asked while bouncing around the library.

"Well PInkie you're going to do what you do best. You're going to set up a party."

Applebloom

Applebloom walked across the well worn path to Sweet Apple Acres. Watching as the apple trees passed by. She was excited about her mission. She, out of all the hunters, was chosen to not only bring the next predator to Queen Twilight but her sister as well. But there were also draw backs to being on a mission as important as this. If she were to fail she would get demoted to a mindless drone and that would suck....a lot. So before she entered the main area of the farm she checked herself over to make sure her disguise was perfect ,and it was so she continued towards the house.

She got to the front door of the home and entered without knocking. "Hey guys I'm home."

"Well hay der' surgercube how was school." Apple Jack said in her usual southern twag

"It was fun." she said as she placed her school bag in one of the kitchen chairs. "Today we learned all about changelings. Twilight came in as a guest teacher and taught us all about them, apparently she's been doing extensive research on them."

"Really now, Twilight came in and taught a bunch of foals 'bout the most evil creatures ever to walk on Equestrian soil. Ah just might need ta' have word with her."

"Well why not have that word now, Twilight did tell me to bring to the library for a talk."

"She did, wonder what she wants to talk 'bout. Did she tell ya what she wanted to talk 'bout?"

"No, but I think I have something to do with it, she wanted me to come back with you."

"Applebloom, what'id ya do."

"Nothing I swear, maybe she wants to tell you 'bout how well I'm doin' in school."

"Well whatever it is we better get goin' if were going to make it there befer' super."

So the pair walked out the door. They walked down the path to Ponyville, passing trees and and waving to Big Mac as they passed him as soon as they passed the gate out of the farm Applebloom sent a message to Queen Twilight through the hive-mind

"Target is on her way"

Sweetie

Sweetie was at the door to her sister's home/workplace, she was about to knock when she decided on a different approach. She ran in place for a few minute until she working up a sweat and was out of breath. She ran to the door and knocked on it as hard as she dared.

Suddenly the door flew open to show a very angry Rarity. "Sweetie what is wrong with you, you just abut knocked to door over with that knocking."

"No time *gasp* Twilight *gasp* emergency *gasp* need *gasp* you." she said using her changeling deceit to make herself legitimately desperate and scared.

"Twilight's in danger. Where is she!?"

"Library" Sweetie said still gasping for breath.

"I'm coming Twilight!" Rarity began running in the direction of the library.

"Target moving in your direction my Queen"

Scootaloo

Scootaloo walked down the long winding path to Fluttershy's house beside the most awesome changeling she knew, besides Queen Twilight of course.

"So kid you think you're ready for this? Failure at this mission will result with a demotion for you."

"Of course I'm ready, I even have a plan." Scootaloo said smugly.

"Oh do you now, better hope it's good one because we're here."

Scootaloo looked up to see that they were, in fact, right there. "Okay so here's the plan." She leaned over to Rainbow's ear and whispered into it.

"Not bad kid, I could have come up with something better, but not bad. We'll do it your way."

"Awesome, okay let's do this." she put a period on her sentence with a hoof bump.

Rainbow knocked on the door and Fluttershy opened it instantly Rainbow dropped her disguise. At the sight of a changeling Fluttershy fainted. Dash put her disguise back up and grabbed Fluttershy off the ground.

"Hey Scoots could grab the rabbit, knowing her she won't convert willingly without the bunny."

"Sure thing Rainbow." Scoots grabbed Angel and put him under a sleep spell Twilight had taught her and started on her way back to the library with Rainbow.

Target acquired. Returning to base

Ten Minutes Later

Apple Jack sat on the the couch next to Fluttershy who was passed out and snoring. Apple Jack was about the ask were Twilight was but just then she strode into room.

"So Twilight what'id ma' sister do."

"Your sister has done nothing Apple Jack, but I do have something very important to tell you."

"Then what is it you wanted to tell me?"

"I am sorry, but it'll have to wait until Rarity gets here." At that moment the library door flew open and Rarity jumped through.

"I'm here Twilight what's wrong? What's happened?"

"Nothing's happened, but now that you're here we can begin. Please take a seat on the couch." Twilight cast a spell on Fluttershy that made wake with a start.

"What's happening. Where are my and animal friends. Where am I." Fluttershy began to hyperventilate.

"Now, now Fluttershy it's okay, calm down. You're in the library, your animal friends are back at your house, and I have something very important to talk to you all about."

"And what, prey tell, is that?" Rarity asked irritated from the fake emergency.

"It is a offer. I offer you power, wealth and greater purpose. I offer you the chance to be one of the great changeling race." she put a period on her sentence by dropping her disguise. Fluttershy almost fainted again but Twilight's spell kept her awake. "Now I know what your all thinking. It's perfectly painless. So what do you say."

Rarity was sitting dumbstruck, same with Fluttershy but Apple Jack stood and looked Twilight square in the eyes. "Hay no!"

"Note taken." Twilight leaned her head around Apple Jack, "What say you Rarity?"

Rarity just continued to sit in place dumbstruck "I'll take that as yes."

"Where's the real Twilight you witch."

Twilight continued to ignore Apple Jack's insults and leaned her head the other way so she could see Fluttershy "What say you Fluttershy? I could take away all your fears, your worries, your doubts I could even convert you animal friends".

"You c-could really d-do that for me. You c-could take away all my f-fears." Fluttershy stuttered

"Yes Fluttershy, I really could."

"YOU LEAVE HER BE." Apple Jack turned around planted her front hooves in the ground and fired her back legs at the changeling queen. The hooves made contact with her chest but all the legendary buck of Apple Jack could do is put a crack in the chitin of her chest.

"Oh you really didn't want to do that." changelings began to poor into the room. A few of them grabbed Apple Jack's legs and held her place. "Now you will be converted." Twilight let loose her her spell and it left Three new Changeling in the room. One ,for the first time in her life, feeling no fear. Another still sitting dumbfounded, and another unconscious on the floor.

These picks were made by this guy Lo-23

Chapter 6

A Queen's Final Revenge

Chapter Six

"Vinyl. Octavia. Take Apple Jack down to the basement and stand guard. Let me know when she wakes up.

"Yes, my queen."

"Cool."

The two Hunters hoisted up Apple Jack, with some difficulty, and carried her down the stairs to the basement.

"Their not going to hurt her are they?" Fluttershy asked, but with no fear or tentativeness in her voice it almost didn't sound like Fluttershy.

"No Fluttershy, their not going to hurt her. Now tell me, how does it feel to not feel fear for the first time?"

"To speak freely Twilight, IT'S FREAKIN' AWESOME." she yelled with more enthusiasm than Twilight had ever hear from her. "I mean, it's just so much simpler than being scared all the time."

"It's good the hear that Fluttershy. Now let me brief you on what we've done so far." Twilight gave Fluttershy all the information about the hive instantly through the hive-mind.

"Really, you've converted nearly half the town already?"

"Yes, we've done allot for just one week, but it is nothing compared to what we'll do later tonight. For soon the whole town will raise a flag in my name."

"And how do you propose to do that?" Fluttershy asked raising an eyebrow questioningly.

"I'll tell you the plan, right after we situate Rarity." Twilight said as she used her power over the hive-mind to wake Rarity from her stupor.

"WHAT, TWILIGHT'S A CHANGELING?!" Rarity screamed, her head still stuck on the part where Twilight took down her disguise.

"Yes, and so are you." Twilight stated straining to keep Rarity from freaking out to much.

"I am?" Rarity asked incredulously.Then she looked down and eyed her self carefully. "Can I get a mirror?" She asked keeping a calm and polite demeanor thanks to Twilight.

"Of course Predator." one of the Drones said as her turned himself into a body length mirror.

"Well, I feel I should be fainting right now, but I'm not. How strange."

"Well Rarity what da think?" Pinkie asked as she jumped out from apparently nowhere.

`

"I must say, I don't hate it." she said ignoring the fact that Pinkie was nowhere to be found two seconds ago. "In fact I'd say I like it. It has a certain dark beauty to it." Twilight felt the strain of keeping Rarity calm lessen somewhat.

"And plus you can be anyone you want to be, imagine all the fun you could have with that." Pinkie said while bouncing around the room.

"Yea, I guess I could." Rarity said wistfully seemingly mesmerized by her own reflection.

"Drone, please leave us." the Drone acting as Rarity's mirror transformed back into a changeling, walked out of the library, and went back to the hive to help with construction.

Rarity--not being able to see her own reflection anywhere--snapped out of it and blinked several times. She sat back down on the couch and looked at Twilight. "Twilight would you be so kind explaining what going on?" Rarity asked politely.

"Of course Rarity, I'm sure you're disoriented right now." Twilight said before telling Rarity everything she wanted to know through the hive-mind.

"Wow, you've really converted nearly half the town already. That's quite impressive darling." Rarity complemented

"Thank you Rarity, but now we have something much bigger to do." she then began to tell the entirety of her plan to her two new Predators.

Two Hours Later

Twilight stood behind the curtains listening to the clamor of all Ponyville, her Predators at her sides. Apple Jack came up behind her and gave her a pat on the back. (Apple Jack woke up about a hour ago. Aside from Pinkie, Apple Jack had taken it the best, after she got over the initial shock of waking up a changeling that is) Twilight was ready.

She walked out on the very balcony Nightmare Moon had three years ago. Then the crowd noticed that Twilight was there and immediately they all quieted down. "Hello Ponyville.", cheers from the entire crowd, "Welcome to the Summer Sun Celebration setup party.", more cheers from the crowd, "Before we get this party started we all have some business to attend to."

"And what business would that be." said one of the ponies that had been suspicious.

"That business would be", Twilight dropped her disguise ,"The conversion of Ponyville!" Twilight said with a cackle while her changelings barricaded all the exits. All the ponies panicked and tried get out but all they found was a wall of changelings.

"Oh come now, it's not that bad." Twilight said while charging the conversion spell in her horn. Putting huge amounts of magic into the spell. "You're all going to feel a small pinch" Twilight let loose her spell, covering all of Ponyville in a bright lavender flash. Suddenly there was dead silence in the cavernous room. Twilight decided to break said silence "Changelings, fall in!"

At the order all the changelings lined up and spoke as one, "Yes, our Queen."

Later That Night

"This was bad, this was very bad". Luna thought as she ran through the palace. "Tia has to hear about this. Maybe she'll have some idea about what's going on." She ran faster until she got to Celestia's room and ignored the door by teleporting through it.

"Tia we have a big problem, a big big problem."

Celestia slowly stirred from her slumber until she noticed Luna was there, "Luna what are you doing in here?"

"I have very bad news Tia, very very bad news." Celestia could tell her sister was overreacting about something and she would have to listen to it until her sister got over it. So she did.

"Okay Luna what happened that was so 'very very bad'?" Celestia sighed

"Only one pony in all of Ponyville is dreaming."

"Well didn't see that one coming, she actually came to me with something important." "Do you know why all the other dreams stopped, or why the one is still going?" Celestia asked seriously.

"No, but that's not even the worst part, the one dream in Ponyville is Twilight. She's dreaming of being queen of the changelings.

Chapter 7

A Queen's Final Revenge

Chapter Seven

"So ,Lulu, let me see if I get this right. Tonight there's only one pony dreaming in Ponyville. That pony is Twilight, and she's dreaming of being a changeling. Why is this so bad." Celestia had thought fer sure that Luna had finally brought her something worth checking out.

"I don't know Tia, but it really just doesn't seem good." Luna sighed

"While I must admit it's a little strange, it's nothing that can't wait until the Summer Sun Celebration." Luna was about to try and give a reason why they should go now but her sister put a hoof to stop her. "Lulu, I know it's weird but I can't just leave the castle on a whim. Your an adult, you can go on your own any time you want, but if I were you I'd send a letter first. You know how Twilight is with surprise visits."

"You know you're right. I'll leave for Ponyville first thing in the morning." Luna said with determination

The Hunter eavesdropping on the balcony only had one thing to say "Oh crap!"

"Luna did you hear that?"

"Oh buck me!"

Tomorrow Morning

As the sun rose over the horizon it's gentle beams danced across Twilight, forcing her awake. It was what appeared to be the beginning of beautiful day for the changeling queen, but something was wrong. She couldn't put a hoof on it but she knew something was up. She decided that it would come to her after some breakfast.

So she got up and walked down the stairs to the main floor, where she stopped mid-stride. She figured out what was wrong. One of her changelings was gone, wiped clean of the map. It was Time Turner, she'd sent him to the castle to see if the princesses were catching on to the hive. He must have been caught. Damn you Celestia. All changelings meet at the hive NOW!

Twilight stormed out of the library, thinking of ways to get Time Turner back. Shortly after she arrived at the entrance to the hive where she found every single changeling alive, except Time turner.

"I'm sure you all are aware of the great progress we have made as of late.", the crowd of changelings cheered,"But we've hit a snag: Celestia has taken one of our own captive.",the crowd hissed," We will save him from the evil clutches of the ponies.", cheers from the crowd,"The strike team will be formed of myself, Pinkie, and Fluttershy. I will leave Apple Jack, Rainbow, and Rarity here to keep you all in line and out of trouble.", nod from the crowd. They weren't to happy about the queen going into danger but they knew better than to argue with her. Twilight jumped of the stage followed closely by her Predators.

"Twilight are you sure about this, I could go in for you and I'd be out in a flash."

"No Dash, I need to do this myself.",Twilight turned to the three Predators that would be staying,"Now remember keep them working on the hive and make sure they keep their disguises up in town, okay."

"Of course darling."

"Yea okay."

"Sure as sugar."

"Thank you guys. Fluttershy, Pinkie we'd better get going of we're going to make the train."

"Okay!"

"Of course."

The other three Predators waved them off while at the library a certain baby dragon was burping up a black parchment scroll sealed with a wax moon.

Five Hours Later

"Okay we know that Time Turner will most likely be in the dungeon so here's the plan. Pinkie you'll infiltrate the guard and get down to the dungeon. Fluttershy you're going to distract Celestia, keep her from going anywhere accept her chambers or the throne room. I will be talking with my brother getting as much information as possible, see what they know about us. Everyone got it?"

"Understood."

"You got it Twilight."

"Okay let's go."

Pinkie trotted away from the train platform towards the barracks. Every now and again a pony would give her a strange look but she assumed it was due to her involvement in the gala fiasco. Regardless of the ponies casting her a side ways glances, she had to find some way into the guard house without drawing suspicion. Maybe I should just be one of the lesser guards as not to draw attention. No, no that will never work I need someone in authority, someone who can just order the guards our of the way. Shinning Armour of course, with Twilight grilling him for info his position would be wide open. "Okay let's do this."

Pinkie jumped behind a bush and switched her disguise to make her look like Shining Armour,  then she resumed her trot over to the guard barracks.

"Captain, what are you doing here, your supposed to be of duty today?" the guard asked. He looked young probably a private just out of training This is going to be a piece of cupcake.

"Well Private",Pinkie said imitating Shining's voice perfectly,"I was supposed to be off duty today but Princess Celestia Need's me to interrogate the changeling. I assume you know where it's being held." Pinkie finish with a raised eye brow for effect.

"Of course, sir."

"Then take me to it Private."

"Yes sir."

The guard opened the door to the barracks and Pinkie strode with no problems. "So Private what have we got out of it so far."

"Not a lot sir." Yes it may not be to late. "At least not vocally, but physically it's given us quite a lot." Crap "By letting the science types at it we think we finally have a spell that can counter act their disguises."

"Really have you tested this spell?"

"No, since we caught the changeling spying on the princesses he hasn't spoken a word or moved a muscle. So since he never puts his disguise up we can't test if it works."

"Don't worry he'll have his disguise up when I'm done with him."

"That's a relief the science guys have been trying to get him to transform since he got here. And there's something else

"Hmm. What's that?"

"He's different than any other changeling on record. His shell is almost as hard as diamonds, his teeth make razors look dull as a rock, and his those piercing ,lavender, eyes that make you want to poor your very soul before his hooves. It's scary sir."

"I'm sure I can handle the thing."

"You better, we're here."

"Thank you Private you're excused."

"Yes, sir." the guard turned around and walked out as fast as he could without looking scared.

Okay Time Turner, looks like it's just you and me

Pinkie walked into the room that held their missing changeling and what she saw was a sad sight indeed. The changeling was strapped to a upright metal table, missing parts of its shell, and starved.

"Hello ,Time Turner, I'm here to save you", Pinkie whispered in her own voice.

"A Predator I'm saved!" Pinkie put a hoof in his mouth.

"Quiet will you. Do you want us to get caught?"

"No, sorry Predator."

"Okay, for my plan to work you need to disguise yourself. Do you have the strength?"

"Yes, Predator." then he disguised himself as a brown earth pony stallion.

"Good." Pinkie unstrapped him and helped him stand. "Now let's get out of here." the two walked out of the room, one of Turners for-legs over Pinkie's shoulder. They would have made it out fine, if Pinkie hadn't forgotten one little detail.

"Ah Shining Armour good to see that you got that changeling to put up a disguise. Now if you'd be so kind as to hold him still while we cast the spell that would be great."

"Of course." Well I'm screwed The science type guy cast the anti-changeling spell and.... it worked.

Pinkie's disguised dropped in an instant. The scientist was so shocked all her could do before fainting was call for the guards. Guards began flooding in on all sides of the small chamber, blocking all exits.

At the sight of the guards Pinkie leaned Time Turner against the wall, her hair flattened, and she pulled some knives out of hammer-space Wonder how Twilight and Fluttershy are doing

Chapter 8

A Queen's Final Revenge

Chapter Eight

"Okay we know that Time Turner will most likely be in the dungeon so here's the plan. Pinkie you'll infiltrate the guard and get down to the dungeon. Fluttershy you're going to distract Celestia, keep her from going anywhere accept her chambers or the throne room. I will be talking with my brother getting as much information as possible, see what they know about us. Everyone got it?"

"Understood."

"You got it Twilight."

"Okay let's go."

Fluttershy trotted away from the train platform, towards to main castle. Sweet Celestia this is great! No fear of being mugged, no worrying about everypony I pass by, it's just freakin' amazing! Fluttershy stopped where she was and duckinto alley. Okay Fluttershy, need a plan. I guess I could get past the main gate by disguising myself as a guard. Then I'll knock out one of Celestia's servants and improvise when I get there Fluttershy nodded at herself in approval of her plan. She changed into one of the nobility ,as to blend into the crowd better, and began her trek to castle gate.

She neared the gate in a few minutes seeing that the guards were standing in front of it ever vigilant, as usual. She once again dropped into a nearby alley and took on the form of the generic guard, armour materializing around her as the lavender flames rose. She was now a sandy black unicorn with a stark white mane, and she was wearing a lieutenants uniform. Perfect

Fluttershy trotted up to the gate and the guards instantly moved their spears, seeing her heightened rank. This is almost to easy Fluttershy thought to herself as she entered the castle proper. She knew the general layout of the castle from her briefing on the train, so she began on her way towards Celestia's room hoping to intercept the waiter delivering afternoon tea.

She walked for several minutes until she struck gold, the waiter was,well, waiting there for the food to deliver to Celestia. Fluttershy made sure nopony would see her and came up behind the stallion and wrapped her hooves around his throat until her passed out. She then dragged him over to a closet and placed him in gently, and took his form.

She waited by the cart for a few minutes until a young mare came out holding a tray in her magic, which the then placed on the cart. Fluttershy then gave a thankful nod and went on her way.

She met no resistance as she walked down the ancient halls, passing the occasional servant or guard. Eventually she came to the massive doors that lead to the throne room.

"Halt, inspection"

Fluttershy stopped calmly expecting no problems considering she didn't poison the food. Then something unexpected happened to the changeling, they used a spell that interrupted the magic frequency of her disguise causing her to be exposed in front of six guards. Well didn't see that one coming.

After a second or two the guard picked their jaws of the ground and raised their spears surrounding Fluttershy in a ring of death.

"Any last words, changeling" a unicorn guard snarled at Fluttershy.

"Why yes, actually, your mother says hi." the guards all thrust their spears at the same time only to met air as Fluttershy had ducked below the attack. She then took out one of the guards legs and knocked him out with decisive blow to the head.

"You beast!" yelled a unicorn guard as he launched a bolt of magic at the changeling. Fluttershy deflected the bolt with a simple shield spell that Twilight had taught her.

"Is this really the best you can do. I was expecting more from the solar guard, it's almost disappointing." Fluttershy taunted as she rose to the air.  There were four guards left, two Earth ponies, a pegasus, and a unicorn.

"Oh we can do a lot more than that!" the pegasus yelled as he carried one of the Earth ponies and launched him at Fluttershy much like a missile. Fluttershy proceeded to grab the flying Earth pony in the air with her lavender magic. She used her magic to throw the Earth pony right back at the pegasus and they both crashed, stuck into the wall.

Fluttershy decided that this fight had gone on long enough and cast a sleep spell on the remaining two guards. She then hid the unconscious bodies as best she could and continued into the throne room to give Celestia her lunch.

"Good afternoon your highness." Fluttershy said with pleasantly fake smile as she strode into the grand room that could easily fit her entire property and then some.

"Sorry miss but the princess isn't here right now, she's in her chambers resting." Oh come on, and after all that work to get in here

"It's okay I'll just deliver her food there." Fluttershy finished with a wave and started on her way to Celestia's personal chambers.

Ten Minutes Later

"Inspection." Oh come on not this again

They went through the usual routine, looked over the food to make sure that it wasn't poisined checked Fluttershy for hidden weapons, but there was one difference. They used their new spell to make sure she wasn't a changeling, and as it turned out she was.

Fluttershy was immediately swarmed by at least fifty guards, all brandishing spears ready to strike at a moments notice.

Oh buck! The guards all began to dog pile on top of her. She silently prayed to her queen for strength and she answered. Her answer came as something clicked in her head and she suddenly felt such anger that her slitted eyes burnt as the sun.

"You are going to GET OFF ME!" Fluttershy roared sending all the guards flying face first into a wall.

Fluttershy stormed into Celestia's chambers. "Wha-" was all Celestia had time to say before Fluttershy cast a sleep spell powerful enough to knock out the goddess. She then shifted her form the that of a servant and stormed out of the room.

Sure hope Pinkie and Twilight came out better than I did! Fluttershy thought bitterly as she made her way out of the castle.

Chapter 9

A Queen's Final Revenge

Chapter Nine

"Okay we know that Time Turner will most likely be in the dungeon so here's the plan. Pinkie you'll infiltrate the guard and get down to the dungeon. Fluttershy you're going to distract Celestia, keep her from going anywhere accept her chambers or the throne room. I will be talking with my brother getting as much information as possible, see what they know about us. Everyone got it?"

"Understood."

"You got it Twilight."

"Okay let's go."

Twilight trotted away from the train platform towards where she was sure her brother was. A bar, drinking away his troubles instead of dealing with them like a real stallion should. Why. Why does he have to do this to us. Can't he just talk out his problems with Cadence instead killing himself slowly. Oh well it'll just be easier to grill him if he's drunk She thought to herself as she trotted over to his usual bar.

After a few minutes of walking she arrived at the bar. She shuddered at the thought of all the pigs that would undoubtedly be in there. She walked through the door and found exactly what she'd expected: her brother sitting a bar stool drunk as hades, a bunch of pigs slowly making their way across the bar toward her, and a bar tender absent-mindedly cleaning a glass.

"Hey there, you look like you need a back rub." said a yellow stalion as he reached his hooves behind her to try for that back rub.

"Okay, look I know guys like you think you're so cool and that you could get with any mare in one night, but let me tell you something, bub, if your hoof come an inch closer I'll kick you nut so hard you'll never be able to have children." Twilight said in such a calm tone that she almost sounded elated at the chance to pop one of his balls.

"Okay. You're a fire cracker, I can dig that." he said as he rapped one hoof around her shoulder.

"Bad move." she said in a jesting tone which was immediately followed by a kick to the balls so hard that she was sure that, come New Years Eve, he wouldn't just be waiting for one ball to drop.

"Got it." The stallion said in a pained voice as he shuffled away. Why do I have to be so beautiful

She tried to get closer to her brother so they could talk before he passed out from to many shots, but a certain stallion in a suit had other ideas. As he got closer she could hear his friend trying to talk him out of hitting on her.

"Barney, you know this is a bad idea. You saw what she did to that other guy."

"Ted, there's a simple reason why I'm not worried. I'm way more awesome than that guy."

"Well it's your balls on the line not mine." the obviously reasonable stallion said before heading back to his booth.

The other stallion, apparently named 'Barney', came over to Twilight and began to speak in a voice that just seemed to scream 'Punch me'.

"Hello there, I'm Barney and I have something to say to yo-" his sentence ended with Twilight's hoof in his mouth.

"Okay, before you get any farther with that, I already know your type. You're arrogant, you wear suits constantly, and you've had at least ten one-night stands in the last month. I'm not going to make eleven so you can either go on your merry way or I can think of about fifty ways to make sure you're never seen in Equestria again." Twilight spoke in a tone so dark and serious that him was sweating like the pig that he was.

"Okay then, I'm just gona' go over here." he said as he pointed to a booth.

Then she once again tried to get to her brother but was stopped again by some guy trying ta get lucky. She then sent him away, his tail between his legs. This cycle continued for several minutes (her gaining no ground on her brother) until she got sick of it and sent the tenth pig across the bar where he stuck into the wall.

Then her brother, like the idiot he is, yelled out "Bar fight." and threw a punch at the nearest guy, and as expected the entire bar exploded into petty violence. Twilight crawled under the flying hooves and bottles, towards the nearest wall and began to walk up it.

The bar tender was to busy trying to stop the fight to notice that one of his patrons was walking on the ceiling. Twilight walked along the ceiling until she was directly over Shining where he was fighting all out, sending the other combatants away six at a time. She levitated him up next to her and, with her brother in tow, walked along the ceiling out of the bar. She continued to levitate her brother next to her as the two walked through the streets of Canterlot towards Shining's house.

After a few minutes they arrived at what Shining would call a house, and others would call a castle. They stepped through the front door and were met with a very worried Cadence.

"Oh what happened to him?"

"He got drunk and started a bar fight." Twilight stated bluntly.

"Is he going to be alright?"

"Yes he'll be fine, but I'm going to need some time alone with him, okay."

"Yea.......yea that's fine I guess. Bring him up to the bedroom when your done with him." Cadence said feeling defeated at her husbands condition.

When Cadence was out of ear shot Twilight slapped her brother across the face to try and wake him from his stupor. It worked.

"Who. What. Where." the words flew out of his mouth with such speed that anyone else wouldn't have understood a word.

"It's Twilight. You're really really drunk, and you're at your house."

"Oh....." Shining trailed off suddenly finding interest in rubbing the back of his head.

"Why Shiny. Why do you do this to yourself. You're not just hurting yourself here, you're hurting your family, your hurting your friends, and most of all your hurting your wife." Twilight said with mock concern in her voice because she had finally found a way to cure her brother.

"I don't know Twilight, I just do."

"Well regardless of why you do this I have a way to end it."

"Really Twilight, you can do that for me?!"

"Yes, but first you have to tell me something."

"Anything, ask and I'll tell you just help me end this please!"

"What does the guard know of the changelings?"

"Not a lot. All we know is that there's a new hive and that these ones are tougher than the others that hit us a few months ago. We also learned a new spell that allows us to cancel their disguises. Why are you asking anyways."

"No concern of yours brother. Is their anything else new or strange happening around the castle."

"Well........Princess Luna's on her way to Ponyville. Something about all the dreams stopping." Shining asked more than he said.

"Thank you Shiny, now are you ready to be changed forever. Never to feel remorse, never to feel regret, and never to be depressed again?"

"Can you really do that sis."

"That and so much more." Twilight cast a conversion spell on her brother and standing there was bright new Predator waiting for orders.

Wonder if the others are making out as well as I am

Chapter 10

A Queen's Final Revenge

Chapter Ten

Twilight watched as her newest Predator trotted up the stairs, no doubt to apologize to his wife for his previous drunkenness. Twilight slowly trotted out of Cadenza estate, elated that she had finally found a way to truly help her brother out of his depression.

"Pinkie what's your status? Have you secured Time Turner?"

"Yes ma'am. Mission accomplished!"

"Okay good. Fluttershy how about you do."

"Oh things went fine over here."

"And what of Celestia?"

"She saw me."

"Well we'll worry about that later, for now let's worry about getting to the train, you'll both get a full debriefing there."

"Yes ma'am."

"Okie-dokie-lokie!"

Twilight continued to trot through the crowded streets of Canterlot. The city was quite peaceful, unaware that a changeling walked in their midst thinking of just how stupid they were. They're all oblivious. They have no true purpose, no calling, yet they kept on going. They'll keep going and going through their pointless lives until the day they no longer do. She would have thought further, but she heard guards yelling behind her. It's okay they don't know I'm a changeling. Celestia probably sent them out because she saw Fluttershy.

She was right, of course, they were out on the hunt for Fluttershy and another changeling they could find. Twilight decided to pick up the pace ever so slightly, not enough to look suspicious but like she was late for a train. The guards continued to gain ground, as they chased down Twilight.

"Miss Sparkle, Princess Celestia had requested your audience." said one of the two guards as he put his hoof on her shoulder.

At that sentence Twilight's deceptive little head popped an idea. "Of course take me to her." "Pinkie, Fluttershy. Head home without me, I have something to attend to here. If there's a problem back at the hive Fluttershy's in charge."

"Yes ma'am."

"Oh come on why does Fluttershy get to be in charge. I want to be in charge! I want to be in charge!

"Pinkie stop whining and get over here. I might need some back up if this thing goes sour."

"Yes Twilight, but why does Fluttershy get to be in charge."

"Because she doesn't whine, now get over here."

"Sure Twilight!" Pinkie said as she jumped our of the bush Twilight and the guards were passing.

"Wha!" exclaimed both the guards at once.

"Don't question it guys, if you do it just gives you a head ache. She'll be accompanying me to me the Princess."

"Okay, but if she's coming with us please tell her not to do that?"

"Of course."

They continued to trot over the cobble stone streets, Twilight exited for some personal time with her teacher, the guards happy that their shift would be over after this delivery, and Pinkie going crazy trying to hold in her energy. Then they saw it. The castle in all it's glory. They walked through the front gate continuing their trek to the main castle.

As they walked through the front door Twilight got the feeling that something was going to go wrong. She decided to ignore that feeling and tell herself that it would work itself out. She had no idea how right she was the first time. They walked through the grand halls, admiring the the gilded arches, the pillars shimmering as pearl, and the breath-taking stain-glass windows telling the story of their fair country as they passed by.

Eventually they came to a magnificent marble door adorned by a gilded sun. Using magical auras of gold and blue, the guards opened the door to revel a equally beautiful room. The wall were of the purest pearl adorned by a-thousand golden, the ceiling was covered in the most beautiful mural either of the two changelings had ever seen. It was a cloudless sky of the purest blue, and in it's center was a golden sun radiating rays of silver light throughout the design. It truly was the most aw-inspiring thing either of the two had ever seen, but the true beauty of the room lied not in the amount of precious metal used in its making but in the entity occupying the center of it. Celestia in her purest form, unspoiled by her usual regalia. Her coat shone white, making pearls jealous, her prismatic mane waving in a wind that wasn't there, and those shining pink eyes. The eyes that could dig into your very soul and pull out your most prized secret with merely a glance.

As the two former ponies entered the room they took all this in and more. Twilight was still worried as Celestia motioned for them to take a seat. Twilight and Pinkie did as instructed as the guards left the room to stand guard. "So Princess what would be the honor of our visit."

"Cut the pleasantries Twilight, I know something's going on and I want to know what." Celestia did not look amused, almost angry.

"Whatever do you mean Princess. Is something the matter?" Twilight asked with mock concern.

"Yes, something is the matter. The changelings are back and more powerful than ever. Just one of them managed to take out two whole battalions of guards and walk into my room and knock me out."

"Really, one changeling managed to do all that?" Twilight asked mockingly.

"Don't mock me child. This is the security of the entire country on the line, and I have reason to believe you have something to do with it."

"Who, me. Oh Princess you must have to wrong mare. Why would I ever work with the changelings."

"I know not Twilight, but we learned something from a changeling that we captured that leads me to believe you're involved. You see by monitoring his brain waves we figured out that changelings don't dream." Celestia said as she began to circle the two changelings.

"What does that have to do with anything?" Twilight asked, genuine concern creeping into her voice.

"It has to do with every thing.",Celestia snapped,"My sister has told me that not a single pony in Ponyville dreams anymore, that is except for one. You Twilight, you are the only one in all of Ponyville that dreams. You know what that says to me,"Twilight shook her head even though she knew the answer," It says that your either the only one unaffected or your that cause."

"Celestia I swear I didn't mean anything by it, but I had to save them. I couldn't just sit on the sidelines and let them die." Twilight sobbed as she broke down crying and dropped her disguise.

Celestia ceased her circling and stared Twilight in the eye "I will give you a day to get out of my castle and back to your hole, after that I will send the entirety of my forces after you. I will eradicate your filth and save you as my personal pet. Now leave my sight before I change my mind." said stoically as she turned away from the beast that was once her student, as not to look at the monstrosity any longer than necessary.

Twilight complied with the order and teleported herself and Pinkie strait to Fluttershy ,who at this point was on the train on her way back to Ponyville.

"Princess, any other orders?"

"Yes, prepare the soldiers. Tomorrow we march to war."

Chapter 11

A Queen's Final Revenge

Chapter Eleven

"So, what do we do now?"

"I guess we fight."

"Well that's just no fair! Don't get me wrong, I want to tear out Celestia's throat and eat it for diner."

"Sorry Pinks, but I'll be the one to take care of Celestia."

"But Twilight, she would make such a good cupcake."

"No Pinkie! The Queen want's to kill Celestia and, as her subject, you will not get in her way."

Fluttershy and Pinkie continued to fight behind Twilight until they got to the library. Twilight opened the door to the tree/library and found something even her brain didn't see as a possibility: Luna eating pie and playing poker.

"Wat?"

"Oh, hi Twilight. How'd it go."

"We got Time Turner back, Shining Armour is now one of us, and we're at war with Equestria. But more Importantly, why is Luna here playing poker and even more importantly, why don't any of you have your disguises up?!"

"There is a very good reason for all of that. You see Luna showed up about a hour after you left for Canterlot......."

Several Hours Earlier

"So guys what do you thinks Twilight's doing right now?"

"Well Ah don't rightly know Rainbow, but what Ah do know is that ma hoof is holding a king, a queen, a jack, a ten, and a ace."

"What, no way. That's five games in a row!"

"What can Ah say, Ah'm lucky. Now fork over those bits."

"Fine, they won't be worth anything to us in a few hours anyway."

"Really. Why's that?"

"I think things aren't gonna go well. In fact I think Things are gonna go so bad that Celestia will declare war on us."

"Well Ah say that things are gonna go well and we'll join peacefully."

"Well it's looks like there's only one way to settle this."

"It looks that way."

"Slap bet?"

"Slap bet."

"Okay just to be clear, I bet by the end of the day we will be at war with the ponies."

"And Ah bet we'll be considered citizens of Equestria by days end."

__________

"That reminds me." Rainbow began to rub her hooves together at speed to, as it seemed, heat them up. Then she reared back her right for-hoof and used it to slap Apple Jack across the face as hard she could. This, in turn, sent Apple Jack toppling out of her seat and onto the floor, with a large red mark on her the left side of her face.

"Okay, Rainbow, continue."

"Sure."

__________

"If you two are done with your childish betting, we have trouble."

"Rarity what are you worrying about? We got Drones keeping up appearances in the square and the market place. So who could it possibly, be that we need worry of." Rainbow asked incredulously.

"I'll give you a hint. She's blue, her mane never stops moving, and she raises the moon at night." Rarity stated flatly.

Rainbow's and Apple Jack's eyes became the size on pin-pricks as their minds figured out just how big their problem was.

"So you're saying Luna, goddess of the night, co-ruler of Equestria, and all-powerful Alicorn is here In Ponyville?"

"Yes."

"Well, we're screwed."

With that thought in mind the three Predators put up their disguises and watched as the midnight black chariot descended from the sky, no doubt bringing their doom with it. Then their eyes drifted to the front of the winged chariot where it was driven by the biggest and most well armed guards they had ever seen.

"We're not just screwed we're uber-screwed. Those are Night Core guards, they're the best of the best of the best. They're hoof picked by Luna to be her personal guard, if she has them with her then she knows somethings up." Rainbow babbled like a comic nerd.

"Rainbow, where'd ya get all the freaky knowledge bout guards?"

"That's not important right now, because it gets worse. Their armor is enchanted to resist all spells cast on them. We're going to have to try and trick them away from Luna so we can cocoon them."

"Well it can't be that hard. I mean they may be trained guards but they're still stallions. All we have to do is put a Ten in front of them and their armor will drop so hard there'll be a hole half way to Zebrica."

"Rarity if we weren't so screwed right now I'd be on the floor laughing my wings off." Rainbow said with a snicker.

"Say what you will but it works. In fact I'm willing to make you a slap bet that It'll work."

"Really you that confident.", Rarity gave a nod,"Okay then if it works you get to slap me as hard as you can, if it doesn't I get to slap you as hard as I can. Deal?"

"Deal." and just as the two shook hooves there was a knock on the door.

"Hello. Is Twilight Sparkle in."

Apple Jack trotted up to the door and opened it to reveal the co-ruler of Equestria and goddess of the moon: Luna.

"Why no. Ah don't reckon she is, but she should be back in a couple a hours, so feel free ta rest ya backside any place ya like."

"Why thank you dear, Apple Jack. Would it be okay if my guards joined me inside as well?"

"A 'course Princess. Sit 'em wherever ya like."

Rarity was determined not to get slapped so she got right to work. "Hello boys. You two look like you've been working far to hard why don't you come over here and I can help with some of your.........stress." Rarity whispered into the ear of the one on the right.

"Sorry ma'am I can't do that. I'm on duty." The guard said flatly with zero fluctuation or undertone in his voice.

"Come on you know you want to. Just come over here and I can help you get that nasty armor off."

"No."

"Come on I'll do anything, just get over here!"

"No."

This back and forth continued in the back ground for about half-an-hour while Rainbow and Apple Jack talked to Luna, with Rarity getting more desperate with each rejection.

__________

"That also reminds me." Rainbow mumbled under her breath

"What was that Rainbow?"

"Oh nothing Twilight.", Rainbow, with no warning, whipped around and slapped Rarity strait across the room,"Except me going two fer two, Ah yea!"

"Uh Rainbow?"

"Yea. Oh yea so Luna walks in right and while Rarity is throwing herself at the guards", there's a grumble of disagreement from Rarity," While me and Apple Jack talked with Luna.

__________

"Girls I know that you expected this to be a nice casual visit but I need your help with something."

Rainbow and Apple Jack looked at each other worried. "What's could possibly be wrong in Ponyville?"

"Well, as you know, I am not only the goddess of the moon but also the goddess of dreams and as such I can tell when a pony is dreaming and when they are not."

"What does that have to do with what's wrong here in Ponyville?"

"Well you see last night all the ponies in Ponyville stopped dreaming. I suspect changelings."

"Oh crap! Oh crap! Oh crap! Apple Jack we are so screwed beyond belief! I didn't even think it was possible to be this screwed!"

"Now Rainbow we just need to calm down and tell her the truth."

"Tell her the truth what are you insane! We'll get executed!

"Well just hear me out. She already knows that there's something up with Ponyville, she knows it has to do with changelings, A.K.A us, and she's not leaving until she gets some answers. So I say we tell her the truth. The truth about our race, how we've done no actual wrong to Equestria, and how we would be glad to have peace."

"Well you do make a valid point. Okay we'll do it, but you have to tell her."

"Okay."

__________

"And so we did. We told her bout how it's literally impossible for changelings to hate, how all we've done here in Ponyville was merely to bring a great and mighty race back from the brink of extinction, and how we'd love to live in harmony with the ponies."

"And the rest is history. Since then we've been playing poker and eating pie waiting for you to come back." Luna spoke for the first time since Twilight had entered her library.

"Luna I must thank you for hearing out my Predators here instead of sicking your guards on them like Celestia did to us." Twilight said with a twinge of sadness in her voice.

"It's no problem, but you have no need to worry about my sister."

"Really and why is that?!" asked completely forgetting that Luna half ruled the country she was standing in

"Tia's just overreacting because she has a bad history with changelings. All I have to do is talk her down."

"At what other time has Celestia ever reacted like this to anything?" Twilight asked incredulously.

"Well last year a griffon exchange student got into a fight at his high school. Tia almost declared war on the griffon nation over the ordeal. I have no idea how she kept from declaring war on some infant nation while I was gone."

"And what of this history with changelings? It must be something pretty bad to declare was at nothing but the sight of me."

"I would tell you now but I must leave immediately if I'm going to stop my sister from sending the whole Solar Army after you and your kind." Luna said as she finished her pie and put down the plate.

"Okay if you insist but you'll have to tell me about it after this all blows over."

"Of course. I'll see you then." Luna walked out the door towards her chariot followed by her guards,"If it ever does." she mumbled under her breath as the chariot took off towards Canterlot.

Chapter 12

A Queen's Final Revenge

Chapter Twelve

"Sister please listen to reason. These changelings have done nothing to you, they haven't done anything to challenge our reign, and they have even offered me a peace treaty. They do not wish to harm our little ponies, they wish to live in peace with them. What have they done to warren't genocide." Luna had been saying the same for the last three hours with no success.

"You want to know what they've done!? You want to know what they've done!?" Celestia yelled, coming just short of the Royal Canterlot voice.

"Yes. Yes I do. What did these specific changelings do that means they all have to die!?"

"These ones have done nothing, yet their race has proved time and time again that they can not be trusted. They've tried to kill me multiply times, they've tried to kill you multiply times, and worst of all they took you away from you. Their trickery brought about Nightmare Moon, and for that I can never forgive them!"

"I know all of this Tia but what have these changelings do-" Luna began to ask, but Celestia interrupted

"I'm not finish Luna. It's true that this generation has done no wrong as of yet but for how long will it last. Diamond's hive stayed peaceful, even lived among us in harmony, but that only lasted a few years! If you remember as I do Diamond tricked you into thinking that our little ponies hated your night sky! She sent in her changelings disguised as regular ponies, and made them to speak of how much they hated your night! Those changeling's complaints are what sent you over the edge, their what truly made Nightmare Moon! Do I remember incorrectly sister!?

"No, you don't." Luna said, seemingly defeated.

"And you know what I did while you where up their on the moon?! I hunted down every last changeling and killed them personally, all to avenge you. Yet somehow they kept popping back up! No matter how many times I killed them one would always pop up. This time I have a real chance to make sure every one of them dies! A chance to truly avenge your fall!"

"Would you really punish them for the sins of their ancestors. They have done no to us or any of our subjects. Yes, I'll give you that Queen Diamond wasn't exactly a peach, but she is long dead. These changelings don't even know that Queen Diamond existed, let alone side with her. They want to co-exist with us nothing else, would you really deny them that?"

"Yes, I would. The sins of their ancestors stretch back to the beginning of time it self! The sins of their ancestors have set a precedent for them!  Every single time any pony in all of  history has come in contact with a changeling it has not ended well!"

"That's because you kill before they even have a chance explain themselves! I just had tea ,Tia! If they wanted me dead I would be already. They even got mad at me because I beat them so bad a poker, but all they did is voice their frustrations! Yet, sister", you won't sit down with one of them for a single second because you assume that every word out of their mouths is deception!"

"Do you have any evidence to the contrary!"

"No, but you won't need proof because you already trust their queen."

"How could I possibly trust any changeling queen!?"

"Because the queen is none other than you faithful student. Come on in Twilight." Twilight strode into the small war tent out side of Ponyville, righteous anger seeping out of every poor of her being.

"Celestia how dare you! You are the reason that my kin are so close to extinction. How could you, they were living, breathing, sentient beings, and you kill them for petty revenge! You sicken me, I once I thought of you as a god. The unbreakable keeper of the sun, the incorruptible watcher of life, the all powerful goddess, but now I see you as you truly are: a cowered with abandonment issues!"

Luna watched in breathless agony, waiting for the moment Celestia would incinerate Twilight on the spot. The moment never came, instead Celestia just sat there dumbfounded at the words of the changeling queen. She just sat there doing nothing, jaw on the floor.

Luna trotted up to her sister and put an arm over her shoulder,"Tia, are you okay?", Celestia continued to do nothing. "Twilight that very much uncalled for. We came here to speak of peace not break my sister!"

"That was before I knew what she has done to my kind. Luna did you not hear her, she killed them by the droves for the act of of one queen a thousand years ago! She's a genocidal maniac who needs to be put down, and I refuse to let my kin live on the same continent as that monster. When she wakes herself from that stupor she's in tell her that she need not worry about us we'll be gone by the marrow." Twilight said as she walked out of the tent to prep the hive for departure.

Twilight sat in the library packing the necessity with her friends and subjects until something exploded on the outskirts of Ponyville. She and her friends ran outside to see Celestia standing on a ridge, silhouetted by the rising sun, flames writhing around her in all directions, her coat as black as charcoal, and golden armor adorning her hooves and head.

"Well." Twilight smirked,"Looks like we have a war to fight."

picture by CosmicUnicorn check him out he's awesome.

Chapter 13

A Queen's Final Revenge

Chapter Thirteen

Twilight......was dying. With the hive completely cut off from the rest of the world, she was losing both love and the war. Celestia-or Solar Flare as she now preferred-had known about a changelings need for love and used it as a weapon against them. They had been in lock down for three weeks by then, but Twilight wouldn't let that stop her as she strode through the hive to keep up the moral of her subjects. It's true she felt a twang of guilt as she simply strode by them as if they meant nothing to her. The truth was, she felt like a monster. She knew that the spell made Drones,as well as the other classes, but she thought that she could change the spell so that they would at least be hunters. She didn't have the power, and now she surrounded by changelings that were nothing but shells of their former selves.

She really hadn't cared at first think that she would promote them whenever she had the time, but she didn't realize just how much power it took to promote one of her changelings. So here she was now in the throne room of her hive surrounded by her closest friends and the corpses of her subjects. Her friends complicated her as she thought about what she had done. What she had done was basically kill six-hundred ponies. Yes, most of them were still alive but who they were, the lives they had, and the love they held was gone, and now they throwing themselves at her hooves begging to be the one who sacrifices themselves to keep her alive.

"Girls." Twilight said with a sob as she broke out of her thoughts.

"We're here fer ya Surgarcube."

"Am I a monster?" Twilight asked, sobbing once again.

"Twilight, you are no monster. Look what you've done for us. Thanks to you I now only fear that which warrants fear, Applejack's stronger than she's ever been, Rainbow finally has a real cause to fight for, Pinkie can actually let her hair down and not worry about everyponie's happiness resting solely on her shoulders, and Rarity can do what she loves without clients breathing down her neck every minute of every day. Twilight you have lifted a great weight off of all our shoulder and for that we thank you."

"Thanks for that Fluttershy, but really think about it think of what I did to the ponies of Ponyville. I've murdered their minds and if that weren't bad enough they throw their bodies at my hooves in order to keep me alive." Twilight choked out now staring to weep openly.

"Twilight, is their loyalty your fault? No, it is not. They throw themselves at your hooves because they know that you will be able to save the ones they love, and they'd rather die themselves than watch the ones they love die in front of them when they could be making a difference."

"But that's just it Rainbow I can't save them I'm going to die in this hole with them. And do you know why?!", the Predators shook their heads not knowing where their queen was going with her rant,"I'll tell you why! Because Celestia, or Solar Flare or whatever the Hades she calls herself now, is the most radical freakin' racist their is! She has been slaughtering our kind since the fall of Luna! She assumes that were all beasts meant to hunted for sport! She thinks that all Changeling attacks on her precious little kingdom have been nothing other than that, attacks, but they were so much more! They were plans of revenge, for all their fallen brothers and sisters!

Revenge certainly makes a interesting cycle, Celestia condemns a entire race on the actions of a few and the race vow to avenge those felled by Celestia's hoof, and in doing so puts fuel on the fires of Celestia's hatred. Quite a interesting cycle indeed. A cycle that must be broken, and I will be the one to do it. Rarity prepare the armory we're going to try and break through their lines one more time. Rainbow alert the hunters and get them prepared for battle, then join me in the war room. Pinkie, Fluttershy, and Applejack your with me."

The five answered her with "Yes, our Queen." and a salute. Then Rarity began on her way to the armory while Rainbow flew around the hive alerting hunters to incoming battle.

__________

Twilight stood in the center of the war room awaiting Rainbow and Rarity to send her the go, with Pinkie, Fluttershy, and Applejack sitting with her. The changelings sitting in front of her were undoubtedly the three most powerful and most deadly in the hive, and they would lead the final assault against the ponies.

"Okay look, I don't like this and I know you won't either but we're going to have to switch to lethal force."

"What?! Twi have ya gon nuts on us!? Ya know that none of us are going to do that!"

"Twilight, what's happened to you?! You used to be so kind and gentle, but now you ask us to kill in your name! Shameful!"

"Yippie!"

"Look girls I know you don't like it but it's what has to be done. We've completely run out of energy. The only reason we're still alive is because my Drones have been giving their live to keep us going, do you want their sacrifice to go in vein?!"

"No I don't, but what I do know is that if we don't have the resources to fight then we should just surrender."

"You know, Fluttershy, I would! I would really love to do that, but in case you forget Celestia has become a genocidal maniac that want the entire changeling race dead! If we were to surrender then we'd be fried on the spot!"

"Well Ah'm sorry, Twi, but I won't do it. I can't kill innocent ponies."

"Innocent!!!?? Applejack I think it's you who  has lost her mind. Those soldiers are standing up there killing your brothers and sister like it's target practice, and your defending them!!! Applejack, I'll give you one more chance to obey your orders!"

"Twi Ah'm sorry,but no means no!" Applejack ended her sentence with a hoof stomp and began to stride out of the room.

"Not so fast there Applejack." Applejack stopped in her tracks unable to move or do anything of her own free will. She then turned around and began to trot towards her queen, with out her minds consent. "I said I'd give you one more chance to obey willingly, but willing or not you will obey your orders."Twilight said in a eerily calm voice that cent shivers up the farmers back."Fluttershy will you obey your orders or do I have to make you like Applejack here."

"I will obey, but know this, Twilight. Every one of those soldiers that dies by the hooves of a changeling today is a corpse on you conscience, are you ready to hold their weight?"

Twilight was about to retort but at that moment Rainbow and Rarity trotted into the war room.

"Twilight, the Hunters are ready for battl-holy crap what did Applejack do, her eyes look as glazed as a Drones?"

"She refused to obey a direct order so she'll be taking a back seat on this one. You said the Hunters are ready."

"Yea, they are, but more to the point your controlling Applejack right now? What order could possibly give that would warrant this." Rainbow said gesturing over to Applejack eyes, which had become solid purple instead of there usual slitted shape.

"I told her that we were going to have to move to lethal tactics and she refused to cooperate." Twilight said calmly even though she was dying inside, both emotionally and physically.

"What! We're going lethal?! What happened to conversion spells!?"

"We're running on fumes. We don't have the energy to spare."

"Well to Hades with that. I'm not going up there to kill."

"Well then I'm sorry Rainbow, but you'll just have to join Applejack." Twilight was about to take Rainbow's free will when an idea came to her."You know what she's feeling right now Rainbow: torture of the worst kind. Not any physical torture mind you, but emotional. Right now Applejack can see, hear, and feel all that transpires around her, with no cotnrol over her own actions. She feel complete powerlessness and she hates it.

You could share her fate for the extent of the battle, but I'd much rather you be willing. So Rainbow wha'da ya say? You could feel the glory of fighting for the hive and go down in our history books as the great Rainbow Dash Protector of the hive, or you could have the fate of Applejack befall you and go down in the books as the cowardice traitor who refused to fight for the life of her brothers and sisters. It's your choice."

Twilight felt horrible for pulling the traitor card but she had to, it was the only way to ensure the survival of her children.

"Fine, Twilight, you win. I'll go willingly." Rainbow, although she kept her free will, felt just powerless as Applejack in that moment.

"Okay then, let's get to work.

__________

Twilight slowly poked her head out of the entrance to the hive, looking from left to right to make sure the cost was clear. She turned around to see a dozen and a half Hunter regiments armored and ready for battle. She slowly shifted her eyes to meet with others in the crowd of soldiers, seeming to star into each ones very soul.

"Changelings",the young queens voice rang out through the cave,"We have gathered here, on the precipice of something truly great: the fall of the tyrant Celestia!" Twilight said, her voice once again resonating throughout the cave giving it the sound of thunder,"Now I know that not all of you will make it back from this crusade but know this: your sacrifice will not go in vein. Future generations will sing of this day and the lives given to make there's possible. Now go and win one for the Gipper!" Twilight cheered as her children buzzed out of the cave in droves, flying as fast as they could to get to battlefield and go down in the history books.

As the last Hunter made her way out of the cave mouth Twilight looked at the four remaining Changelings."You ready to make history, girls." Rainbow and Fluttershy gave her flat looks while Pinkie bounced over to the side and Applejack starred into space.

"Come on Fluttershy lets just get this over with." Rainbow said as she trotted towards the cave mouth and gave Twilight a glare that sent shivers down the Queens spine.

"Well I don't know what their problem is, but I'm ready for some killing!" Pinkie said as she pulled a hack saw from hammer space and ran out in the direction of the battlefield.

"Well at least Pinkie doesn't hate me. Come on Applejack." Twilight motioned for the zombified changeling to follow as she herself  trotted in the direction of the battle field. As she neared her destination she thought as she usually did. She thought about what she'd done and what she would do. Her friends hatred could be easily fixed with a memory erase spell, but did she really want to meddle in the minds of her friends anymore than she already had. Twilight continued to think in this way until train of thought was broken by the shaking of the earth beneath her hooves. She looked up from her musing to see Celestia, or rather Solar Flare, standing directly in her path. Twilight saw that Solar Flares horn was glowing and decided that it would be a good time to duck. Solar Flare let loose her spell and Twilight rolled to the side to dodge it. She did so successfully and looked up to see her enemy was once again charging a spell and all she could before having to dodge yet another spell was one simple phrase that said it all. "I am so bucked."

Chapter 14

A Queen's Final Revenge

Chapter Fourteen

Twilight was utterly and completely screwed.Solar Flare was sending so many spells at her at once it was like she was at the end of a live firing range. She would dodge to the left only to come with two inches from another bolt of magic. No matter what she did she couldn't get a shot in."This isn't good I need a plan."

"What's wrong Miss Sparkle, you seem distracted?" Solar Flare called out in a mocking tone that made Twilight's blood boil.

"I can't even get close to her, and I don't have the energy to both dodge and attack. What am I going to do here." Twilight thoughts were interrupted by the need to dodge yet another bolt magic.

"Now, now Twilight it's very rude to not pay attention in class, you really must try harder." At that point Solar Flare charged her magic, her horn glowing the brilliant red of a dying sun. In a great flash the magic was released upon a unprepared landscape, destroying all that lied in its path.

Solar looked all around for her prize but found no sign of the young queen.

"Guess I must'v overdone it." Solar Flare looked over the now charred landscape disappointed."And I was so looking forward to seeing her in that maid outfit."  Solar Flare turned around preparing to lay wast to the remaining changelings when she saw a pink blur in the corner of vision. She turned a full one-eighty to try and get a glimpse of whatever it was that she had saw.

She saw nothing behind her, nothing in front of her, and nothing to her sides. So the question was: what was it that she had seen? After a few minutes of pondering on this she decided to bush it of as nothing, but then she saw it again. Right in the corner of her eye, just outside of proper vision. She once again spun around to try and see the pink blur. She once again found her efforts fruitless, as she turned to see nothing in her line of sight, but this time something was different. Something was behind her she could feel it.

Before she could turn around to investigate whatever it was behind her, she felt a knife on her neck and a pony on her back.

"Why hello there Miss Pie, long time no see. How's the family

"What was it that you said last time we spoke?" Pinkie asked venomously. "Oh yes, I remember now 'Cut the pleasantries', so while you do that I'll cut your throat." Pinkie hissed.

"Oh my dear Pinkie there are many thing wrong with that, one of them being that you'll find it quit hard to cut my throat." Solar Flare Stated in a pleasantly calm tone.

And just as the goddess had said Pinkie ran her blade across the pristine white throat, and not even the alicorns fur was nicked.

"Told you." Solar Flare said coldly as she flung the pink haired changeling off her back and onto the charred earth behind her. Then goddess turned around to face the Predator, but when she did she saw something that would even unnerve the great Faust. She saw the black chitin of the usual changeling, but instead of the matted poof of a mane that Predator usually sported, the pink hair was perfectly strait, hanging almost to the ground. And then there were the eyes. Those eyes stared into her very soul, forcing her to relive all she'd ever done in a new light. It was torture in it's purest form.

What finally broke Solar Flare from the torcher that was the changelings eyes was a voice,"Well then, if I can't slit your throat then I guess I'll just have to try harder to kill you."

Solar Flare, having been broken from the spell of the eyes, stood at her full height. Glowering over the formally pink changeling."I'd like to see you try child." she stated as she charged her horn with what seemed to be a endless supply of magic.

"You'll see a lot more than me just trying!" Pinkie screamed at the goddess as she pulled out her party cannon."Fire in the hole!!" Pinkie yelled as she pulled the rip cord on the party cannon sending not confetti, but five-hundred steal nails in the direction of the sun goddess goddess.

Solar Flare merely stood in place as the nails that were supposed to kill her bounced off.

The two stood in place for a while, Pinkie with her mouth agape, Solar Flare with her mouth in a smirk.

Celestia trotted up to the to the changeling and used her hoof to close Pinkie's mouth."Now, you really must close your mouth, if you don't it'll have to be a closed casket service." Solar Flare finished her threat with a grin that could drive mere mortals to insanity

Good thing Pinkie was already insane.

__________

Twilight slowly slithered away from the battle ground, in pain and anguish. As she sneaked away from her imminent death, hoping that she'd get to live just a little longer, she felt real unbridled fear. So she ran. Ran from her pain, from her tears, from her hatred, and most of all, from her fears.

And yet, as she ran, she could not escape any of these things. If anything they were getting worse. She felt pain growing by the second. She felt tears welling in the rims if her eyes. She felt her hatred for Celestia and Luna both rising to a climax, but most of all she felt fear. She felt fear for the deaths of her children, for the deaths of her friends--If she could even still call them her friends--she felt fear for what she would have to do to keep her children safe. In fact the only thing she did not fear as she ran was her own safety. Funny how family can do that to a mare.

Nearby she could feel the presence of one of her best. "What's Fluttershy doing way out here?", she thought to herself as she changed her trajectory to intercept Fluttershy. A few minutes later Twilight came up to the once timid changeling, who was in the middle of tearing a enemy soldier in half with her voice.

"-RO DAH"

Fluttershy had been busy, to put it lightly. Corpses, corpses every where. Twilight looked out over the field of limp bodies in disgust, horror, and regret. Some of them were torn to pieces, others where decapitated, there were even some ash piles lying around that Twilight could only assume were once ponies, but they all had a single thing in common. They were undoubtedly and undeniably dead.

Twilight stood frozen in place by not only the fear of the once timid changeling, but also guilt. Guilt given to her from the knowledge that, whether she was the one covered in the blood of the innocent or one of her many children, The innocent's blood was still on her hooves. She looked over that field of blood and battle suddenly feeling the gravity of what she had done. She looked over that field of blood and battle realizing that the weight of all there souls would forever be on her back, her weight to carry and her's alone. So she stood frozen unable to move away from the blood soaked Fluttershy that had begun making her way toward the young queen.

As Fluttershy looked into the eyes of her queen Twilight saw something within them. Something she quit grasp or describe, but something none the less.

"How does it feel Twilight?" Fluttershy asked in as venomous tone she could muster against her queen."To know that all this death, all this suffering, lies on your back and your back alone. I can see you buckling under the weight of there souls, your knees shaking, your brow sweating, your mind sinking into there anguish. This Twilight is what it feels like to kill innocence." Fluttershy hissed as she circled the purple Changeling.

"But.....t-th-they aren't innocent! They kill us as if we are nothing but animals." Twilight managed to eek out through her fear.

"Oh, but that's where you're wrong. They kill us as if we are animals because they know no better. None of them have ever had friendly relations with a changeling before, and on top of that they are fed lies by the tyrant Celestia. So what would you expect of them, mercy?" Fluttershy looked into Twilight's eyes once more and the queen saw that spark again but this time she knew what it was.

Pity

Chapter 15

Okay guys here's how it's gonna go: I give up. I really really hate reading this story. It's just a pain in the ass that I really don't want to deal with. So all of you the reins. If someone would like you could pick up this story where I left of or rewrite the whole thing. All I ask is that you credit me as the original author

Chapter 16

Something has gone wrong. We don't seem to have an archived copy of that chapter.

Changeling Classes

Hey there guys. I'm to lazy to wright a chapter today so I'm going to do what a lot of changeling stories do. Give you all my changeling classes and what they do. Yay.

Okay so here's the obvious one the Queen

What the Queen does is rather obvious. She leads the hive, upholds the hive-mind, and is the only one with a 100% free will.

You already know these, the Predators

so basically the Predators are the generals of the hive. As you can see in the pictures above (provided by Lo-23) their eyes are cat like and they have there own color scheme. They also have most of their free will but can't in any way harm the queen or disobey her. Due to their high position in the hive they can order any lower class to do their bidding unless it's against the queen's will.

And here's the class of changeling that the A.R.M.P.I.T platoon is. Hunters

The difference between a Hunter and a Predator is that a Hunter is much more reliant on the hive-mind. They are usually used to command small pods of Drones, but on occasion they are use for stealth missions due to there capability to camouflage themselves into their surroundings. You can tell them apart from Drones by the color of the chitin.

And now the one you've all been waiting for the Drone

They are simple minded and can do nothing without direction from a higher up, however they do sport great strength and stamina making great for manual labor.