Paved With Good Intentions

by Written Out

Rating: teen
Tags: Adventure, Dark, Human
Length: 34288

The changelings sit on the very precipice of death. One little push is all it would take to throw their race and the entire world into chaos. For good or for ill, that push takes the form of one lost little human.

Note: this part of the story has been cancelled. After some thought, I decided to replot, rewrite, and condense this little story. Both Paved With Good Intentions and Along the Road to Chaos will be out of date as soon as I finish the rewrite. From now on, all chapters will be on A Touch of Chaos, so head back there for the continuing story.

Changelings. A dark race of monsters, feeding off the love of other creatures. The true history of these parasites lies shrouded in mystery, but one thing is known for sure. These creatures are walking embodiments of evil.

Or are they?

In a battle of survival, words like "good" and "evil" have no meaning. The winners are those who survive. The losers are those who don't.

That's all there is to it.

The best of intentions can have the worst of outcomes.

(Part 2 of A Touch of Chaos. You can read Part 1 here, though you don't need to read it to understand this story. Paved With Good Intentions takes place during the same six-day time period as A Touch of Chaos, at least until the stories converge.)

(A thousand thanks to Radiant Eclipse for the sweet cover art. Go check out his stuff, he's awesome.)

Published 1970-01-01 00:00:00 UTC
Last updated 2013-03-30 14:13:15 UTC

Awakening

Drip drip drip.

Darkness. That was the first thought that occurred to him as he woke. The room was completely enveloped in smothering pitch black darkness. He could barely tell the difference between his eyes being open or closed.

Drip drip drip.

His fingers dug into the bizarre mattress he rested on as he slowly tried to understand his situation. Touch and sound were the only sensations he could use now; he intended to make the most of them. Whatever he was lying on was hard, smooth, rounded, and slightly cold. His fingers sticking slightly to the strange material, like there was a thin film of some sort of adhesive on it. As he pulled his hand away, he could feel a small amount of the sticky substance remain on his hand.

Drip drip drip.

Other than the object he was lying on, the only thing his senses picked up was the sound of some dripping liquid. No, wait, that wasn’t true. Beneath the dripping, he could barely make out the presence of another sound, though it was too faint for him to tell what it was. More importantly, that repetitive drip was making him realize just how parched his throat was, and how desperately he needed something to slack his thirst.

Carefully swinging his feet over to the edge of what he was laying on, he cautiously stretched them down until his bare toes touched the smooth stone floor only a few feet beneath him. One thing was for sure about his situation: wherever he was, it wasn’t naturally formed. This rock was sanded over with precision.

“Hello?” he croaked out. The act of speaking felt like rubbing sandpaper along the inside of his throat. Coughing slightly at the sudden pain, he tried again. “Is anyone there? Where am I?” Every word he forced out felt like it tore away at his throat as it left his lips. The constant dripping sound was all the response he heard.

His mind driving him to find the source of the dripping liquid, he slowly forced himself off the slightly sticky mattress, needing to peel his clothes away. Cautiously standing upright in the absolute darkness, he held his hands out in front of him and slowly slid his feet across the floor. Moving slowly, in case the ground suddenly dropped away, he marveled at how smooth the floor felt to his bare feet. No matter how much he tried, he couldn’t find a single crack or indent which would signify a connection of tiles; the entire floor was all one single piece.

Eventually making his way across the incredibly smooth stone, his grasping fingers finally reached a solid wall. The texture of the wall felt like it was made of the same stone material as the floor. As he ran his hand across it, he noticed a major difference between the floor and the wall. Unlike the floor, the wall wasn’t smooth. Lines and markings had been deliberately etched into the wall, forming themselves into a precise pattern. Though of course he couldn’t tell what the pattern showed so long as he didn’t have any light to see it.

One hand tracing along the wall, he held the other one out and continued to carefully search for the source of the dripping noise. After several more minutes of searching in the dark, following the wall and continuing to test for any sudden drop-offs, he stopped when his forward toe touched some sort of liquid. Hastily pulling his foot away from it, he kneeled next to it and cautiously dipped a finger into the unknown liquid. Not able to see what it was and almost thirsty enough to not care, he stuck his wetted finger in his mouth and tasted it.

Water. Glorious, glorious water. A little murky, but he could remember camping trips when he had drunken worse. Cupping his palms, he dunked them into the water and brought it up to his mouth, pouring the sweet revitalizing liquid down his throat. Some splashed his shirt, but he didn’t care and just dipped his hands into the water again.

After several repetitions of this, his thirst was mostly slacked and he sat down, his back pressing against the stone wall. That pressing need taken care of, he took the opportunity to try and figure out his current situation.

“Alright, what do I know?” he asked the empty air. After a moment’s thought, he decided to make the act a little more fun. Clearing his throat, he started dictating to the empty air around him. “Captain’s Log: Day… let’s go with One. Location: probably some sort of cave.” With the stone walls and floors, he couldn’t think of any other explanation. Now that he thought about it, the air was slightly stale as well, meaning he was probably a good distance away from any openings outside. “Last known location: certainly not here.”

The last thing he remembered was wishing his girlfriend a good night before heading off to sleep in his college dorm. He had a midterm exam in a few days, but he was pretty sure his teachers would accept ‘lost in a cave’ a fair enough reason to retake the exam if he missed it. Wouldn’t be the first time he could remember getting himself lost on a hiking expedition. A thought occurred to him and he hastily grabbed for his pants pockets, sighing in disappointment when he found they were empty. Oh well. Probably wouldn’t be able to get cell reception this deep underground anyway.

“Current materials: none.” Other than his t-shirt, jeans, and underwear, he didn’t have anything else on him. That was a little strange. Last time he could remember waking up with no memory of how he’d gotten there, he hadn’t even had his clothes left with him. Granted, that time he’d woken up in a dumpster instead of some strange cave, but the situation was still unlike anything he’d had before.

“Likeliest reason for being here: unknown” He couldn’t come up with anything. He lived in the middle of a fairly large city. The nearest caves were several hours’ drive away – he’d been there – but they were completely different from this place. Those caves were naturally formed, but this place was anything but. It felt like the floors and walls had been meticulously smoothed out before someone had carved something into the walls.

“Current status: boned. Ending data log.” That had been fun.  Dropping the act, he used the wall as a support to help lever himself to his feet. Well, whatever. This place was fascinating, but leaving was more important at the moment. Whatever the reason he was in this cave, he doubted the people who had brought him here were friendly.

Walking past the tiny puddle, which he discovered was seeping through a tiny crack in the wall and draining out a small hole in the floor, he continued along the wall. His fingers tracing the patterns along the smooth rock, he was beginning to get a sense of what these murals portrayed. Eventually, before he could figure out what the images could possibly be, his reaching fingers finally met air as the wall disappeared. He had finally reached the doorway.

To his surprise, there was nothing blocking the doorway. Did the people who put him in here not want to imprison him? Or had they just not gotten around to it yet? Regardless of the reason, it was fine with him. Trying not to make any noise, he slipped out of the room he was in and into the dark hallway beyond.

Still unable to see anything, he carefully stretched his free hand as far as he could away from the wall his other hand was still touching. When his fingers touched nothing, he cautiously moved away from the wall, making sure to move in a straight line so he could find his way back. He needn’t have worried, as his other hand reached another wall almost instantly. He guessed the corridor he was in was about six feet across. Since one direction was as good as another, he picked one and set off as silently as he could.

Now that he was away from the noise of the dripping water, he could clearly make out the noise he had heard before. It was a bizarre rustling coming from the direction he was heading, like hundreds of insects constantly climbing over one another. This was getting freakier and freakier. Maybe the other direction was a better choice after all.

As he turned to head the other way, he heard another noise over the rustling. It was an abrupt clop noise, like suddenly banging two coconut halves together. Worryingly, it had come from the direction he had just come from. And it sounded close.

“Hello?” he quietly whispered. “Is-is someone there?” Complete silence answered his query. Total and absolute silence, as the rustling up ahead had stopped as well. Okay, this is beyond freaky. Panic beginning to set in, he saw a tiny light flare off in the distance down the tunnel. Tinting the hallway with a haze of green, he was able to see the hallway for the first time since he woke up.

Looking back down the hallway behind him, he saw a slight hint of movement low to the ground. Focusing on that spot, he focused hard as he could to see what had moved. His imagination conjured up all sorts of nasty monsters waiting for him in the darkness, but he tried to squash those thoughts. This place was scary enough without feeding his fears.

Without warning, a pair of glowing eyes suddenly stared back at him from the spot he was staring at. The blank blue soulless eyes were slightly below his waist height, but that did nothing to detract from the absolute terror he felt from seeing them. A tiny mouth opened beneath the eyes, the green light glinting off a pair of fangs within, and the monster hissed at him.

A tiny whimper escaped from between his lips and he felt a slight warmth trickling down his legs as the monster took a step towards him. Fear paralyzing his shaking legs, he fell back against the wall as it approached closer… and closer… and closer.

When it was within arm’s reach of him, it stopped. Blankly gazing up at him, he saw himself reflected in those horrible expressionless eyes. He looked so tiny, so insignificant in that reflection. He felt like a bug trapped in amber, hopelessly struggling against his fate but unable to do anything to change it. Despite looming nearly twice as tall as the monster, he felt absolutely helpless before it. It pinned him to the wall with nothing more than its gaze, and neither of them moved for what felt like several minutes.

Suddenly, the monster blinked and took a step back, releasing him from the paralysis. Turning away from the monster, he ran away from it as fast as his legs could carry him towards the green light. He didn’t know what was there, but it couldn’t be worse than what he had already seen.

Rushing through the corridor, he suddenly burst out into a large cavern. Too late, he realized that charging blindly in was a terrible idea as several monsters identical to the one he had left behind turned towards his abrupt appearance. The light was stronger here, and he was finally able to get a good look at them.

Standing on four legs, their heads reached about his waist height. Their blank blue soulless eyes reflected everything caught in them, and something about those eyes scared him more than anything else. A pair of green insect wings sprouted from their back, and a large horn grew from their foreheads. Their wings, legs, and horns all had a moth-eaten look to them, tattered and riddled with holes. Something about the monsters itched at his memory, but he shoved it aside.

Behind him, he saw that the one he had fled from in the corridor had caught up and was blocking the entrance he had just come from. Stumbling away from it, he had no time to react as several of the monsters in the room suddenly took to the air and landed in a circle around him. He felt his legs lock up, but since he didn’t think he could have remained standing if they hadn’t, he didn’t really notice.

The monsters remained unmoving as they surrounded him, staring at him with those horrible eyes. His mind was as frozen as his body, and he could do nothing but wait until a feminine voice spoke up from the direction of the light. The voice seemed to reverberate against itself, and shivers ran up and down his spine as he heard it.

“I see our guest has awoken. Excellent.”

Turning towards the voice, he saw for the first time the source of the light. Another one of the monsters stood before him, its horn giving off a bright green light. It stood twice as tall as any of the others, standing slightly taller than he was. Green slitted pupils watched him from behind long green hair hanging limply from her skull. A flash of memory came to him, and he realized why these creatures seemed familiar to him.

No, it was impossible. They couldn’t be changelings. That was a race of villains from a TV show he enjoyed watching every week with his little sister. But there in front of him, her cruel eyes locked upon him, stood their merciless leader.

“Queen… Chrysalis…”

Her steps faltered for a moment before a slight smile twisted her face, showing the slightest hint of fangs within her mouth.

“Ho?” she asked. “You know who I am? Very interesting.” She nodded at the changelings surrounding him, and they bowed down to her before slowly retreating. Their eyes never left him, and he knew they would be able to catch him in an instant if he tried to flee. Chrysalis’ horn flared brightly as she stepped towards him, brightly illuminating and momentarily blinding him. Stepping back, he covered his eyes with a hand as he tried to blink the spots away.

“You are certainly an interesting creature,” she said, her creepy reverberating voice seeming to pierce his very core. “Why don’t you explain how you came to be within my domain, as well as who you are?” Despite her placid tone, something about her told him it wasn’t a request.

He lowered his hand and carefully stepped back, wanting as much distance as possible between them. “My name’s Alex,” he said. His eyes darted around the room, trying to find something that didn’t scare him to rest on. But everywhere he looked, he saw more changelings staring down at him. There were far more than he could count, perched in alcoves in the walls and clinging to giant spiraling  pillars in the center of the room. “Alex Krings. I’m a... human.”

“I’ve never heard of anything like a human before, Alex Krings,” Chrysalis interrupted, taking another step forwards. Alex took another step back in response. “And the changelings have been nearly everywhere in this world at one time or another. We’ve witnessed and caused the rise and fall of countries and nations. We’ve infiltrated the minotaurs, the wolves, and the gryphons. We have memories and history from before Celestia and Luna took the throne, back when simple unicorns were the ones to raise and lower the sun and moon. And yet I have no knowledge of humans. My question is simple: how did something I’ve never even heard of before suddenly appear at my hidden castle?” Her voice turned deadly serious at the end, forcing Alex to back up another step.

He stopped when he ran into the cave wall, helpless as she closed in on him. “I-I don’t know,” he stuttered, his voice squeaking as she narrowed her eyes at him. “I’m not sure how I got here! Please believe me!” he pleaded. He wasn’t sure if this was a dream or something else, but it would probably be better to act like it was real for now. And a good part of that was not making the giant demonic horse monster angry at him.

Chrysalis stared at him for a few seconds more before abruptly turning away, releasing him from her pinning gaze. He collapsed to the floor, an outcropping of the wall pressing painfully into his spine. “Looking at you, it’s easy to believe you don’t know anything. You were unconscious when a patrol found you and brought you here. I was curious about you since we couldn’t feed off of you, so I decided to wait until you woke up.”

“Wha-what do you mean ‘couldn’t feed off me?’”

She grinned cruelly at him, and he felt goosebumps rise up on his skin at the sight of that fanged visage. “Exactly what I said. There’s never been any living creature we couldn’t feed off of, so I had you brought here. It’s fortunate for you that we couldn’t feed from you, since you probably never would have woken up again.” She smirked at his shudder, clearly enjoying tormenting him.

“I wondered if we would be able to feed off your love when you woke up,” she continued, “but the changeling I set to watch you reported that he was unable to get any energy from you even after you woke.” Alex realized Chrysalis must be referring to the changeling he had met in the corridor. It had been trying to feed off of him? The more he learned about where he was the more the place scared him.

“I just want to go home.” His head fell into his open hands as he spoke, his sweaty palms pressing against his eyes as he finally began to understand just how bad his situation was. Here he was, at the mercy of the cruel destructive queen of a race of monsters who fed off the love living creatures felt for others. If this wasn’t a dream, he probably wasn’t even on the same world that he remembered growing up on. Would he ever get back home again? Or was he going to be stuck here for the rest of his life?

As Alex quietly started to sink into despair, Chrysalis’ voice washed over him.

“You’re free to leave at any time.”

Alex’s head shot up and he looked straight at her. Maybe the situation wasn’t hopeless for him after all. If he got out of here, he might be able to find Twilight or one of the Princesses. Magic was commonplace in the show, right? Maybe they could help him if he explained his situation. There was just one problem.

“You’re letting me go? Just like that?” From what he remembered seeing in the few episodes she had appeared in, Chrysalis was cruel, selfish, greedy, and power-hungry. Would she really let him go so easily? Or was she just playing with his emotions again?

Chrysalis’ fangs glinted in the pale light, her expression saying that she understood Alex’s trepidation and she was amused by it. “I was curious why we couldn’t feed off you. If we can’t feed off of you now even though you’re awake, then you’re of no use to me. I am interested how you knew my name despite having never met me before.” She paused, savouring the moment as Alex squirmed in fear that she might decide to trap him here. “But it doesn’t really matter. None of it will matter shortly.” Her grin widened as Alex heaved a sigh of relief.

“Why can’t you feed off me?” Alex asked as he pulled himself onto his unsteady legs. Instead of answering, Chrysalis began walking away. Alex hesitated slightly before slowly following after her. The changelings lining the walls all turned their heads to watch him as he passed. Only their necks moved, the rest of their bodies remaining as stationary as stone statues. It was all very disquieting. When he managed to catch up to the Queen, she answered his earlier question.

“I can only think of two reasons why we wouldn’t be able to feed off of your love. The first reason is that you simply cannot feel love. This would certainly keep us from feeding off you. But since all living creatures feel love, I don’t think this is the case. The second possibility is that something or someone is protecting you; something far more powerful than I am.” Annoyance slipped into her voice for a moment, as if she took the idea of creatures stronger than herself as a personal offense.

“Isn’t there a third possibility?” Alex asked, his voice quivering. “Could you just not be able to feed of off my species?”

“Impossible,” came Chrysalis’ blunt reply. “Love is an energy shared between all creatures. Dragons to hydras to bears to ponies, it makes no difference. And we can feed off any one of them freely. Or…” her head swivelled around to look at him, “is there something else? Something you think you need to tell me?”

“…No.” The possibility of traveling to other worlds was not something Alex wanted to let the megalomaniacal warlord know about. Chrysalis only smiled knowingly at him before turning away.

“Fine, then. Keep your secrets, human.”

The pair walked in silence for a while after that. Chrysalis walked calmly and with confidence, but all the twisting tunnels were beginning to make Alex thoroughly lost. Giving up on understanding the layout of the place, his focus shifted to the murals that etched the walls they passed. Similar to the corridor he had felt his way through before, all the walls were covered in carvings and designs. Starkly portrayed in the flickering green light cast by Chrysalis’ horn, there was something both beautiful and surreal about them.

“What are these?” The idea of having another conversation with Chrysalis terrified him, but he was just too curious not to ask. The Queen’s head turned to see what he asking about at and her walk slowed and then stopped when she saw him staring at the carvings all around them.

“This… is the history of the changelings.” Alex looked at her in surprise. He hadn’t actually expected her to answer at all, or maybe just tease him with the information. Not only that, but her voice sounded a little different. It still reverberated as before, but now there was an undeniable undercurrent of sadness tainting it. “It has been passed down through the ages in this place, the most ancient of changeling catacombs. Never lost, but forgotten. Waiting. Always waiting. I wonder, did it wait too long?”

“And what does it say?”

Chrysalis huffed at him before continuing her route down the hallway. “It says that if you don’t keep up, I’ll leave you behind.”

Okay, touchy subject. Alex followed behind without saying anything more, not wanting to press the issue. Since he would only become more and more curious if he looked at the walls, he turned his attention on the only other thing of note in the corridor. Namely, the Queen herself.

This close, he was able to get a much better look at her. First off, her black exterior wasn’t skin, like he had thought, but instead some form of a chitinous carapace, similar to the kind he had seen on invertebrates. He could see the way the plates shifted and moved as she walked, constantly overlapping one another. The plates practically shined in the faint light and looked like they had been cleaned constantly. The Queen must go to a great deal of effort to keep them free of dirt and grime. More likely she just has her underlings do it. As he moved to get a closer look, Chrysalis’ teasing voice interrupted him.

“You can look, but don’t touch.”

Alex scrambled back away from her. Does she have eyes on the back of her head? It honestly wouldn’t surprise him that much. At least she sounded like she was in a better mood than before. But he still couldn’t wait to get out of this place. As he thought that, the Queen’s horn suddenly snuffed out, the flickering green light vanishing in a heartbeat.

Before he could start to panic, Alex realized that he could still see despite the loss of light. From the end of the tunnel, he could see pure sunlight filtering into the cave. Letting out a joyous shout he dashed past Chrysalis, who followed at a more sedate pace.

Closing his eyes as he exited the cave, he took a deep inhalation of the fresh air, feeling it filling his lung. The warm sun beat down on his skin, warming him with its gentle caress. He cracked his eyes open, squinting into the blinding light. His heart was light and he felt like he could just fly off into the sky at the prospect of escaping the caves and, more importantly, the Queen. As the bright white glare faded and he was able to see his surroundings for the first time, he felt his heart plummet down into his stomach.

“Beautiful, isn’t it?” Chrysalis asked as she exited the cave behind him “A dead land for the changeling race. Certainly fitting. Welcome to the Badlands.” The land around them was barren and dusty in every direction, with a great wall of mountains rising from the earth off in the distance. The very air seemed to warp from the great heat, and there wasn’t a single source of water in sight.

“Beyond the Macintosh Hills there,” Chrysalis didn’t bother pointing since there was no doubt what she could be referring to, “you can find the lush land of Equestria. If you make it there, the residents will probably welcome you openly. Of course, I doubt you would survive the trip. Or you can return to my domain, where I will see you are… well taken care of.” After a sinister snicker, Chrysalis turned and vanished into the darkness of the cave.

Alex stared off at the mountains in the distance. Hills was a major misnomer, the mountains were tall enough to have snow capping them. But even if he could get through them, the Badlands were a natural barrier on their own. Like Chrysalis had said, he probably wouldn’t be able to reach the mountains without any supplies.

Is there really no other choice? He couldn’t leave, which meant he would have to go back into the haunting depths behind him. He would have to beg Chrysalis for help. Please, please let this just be a nightmare. Close my eyes, and relax. Now. Wake up. Wake up. Wake up.

Even without opening his eyes, he knew it hadn’t worked. He could still feel the sunbaked rock beneath him and the warmth of the sun’s rays against his bare arms and head. Either this was really happening, or it was the most lucid dream he’d ever had. Sighing deeply, he opened his eyes and stared up at the sun one last time. If this was going to be his reality, he’d just have to make the most of it for now.

But, Alex swore to himself, his nails digging into his palms as his hands clenched into fists, I will make it home someday. So long as I never give up, I will find a way. I… have to. With a final look at the wasteland around him, he turned and disappeared into the black void of the cavern mouth.

The darkness quickly swallowed the light, and within moments of entering the cave he was no longer able to even see his hand in front of his face. “Hello?” His quailing voice echoed feebly before being swallowed by the smothering darkness. After a few seconds of silence, a glowing pair of green eyes flared into existence less than a foot in front of his face. Alex shouted in surprise and fell back, landing heavily on his ass.

Chrysalis’ horn glowed, illuminating the rest of her body. Alex didn’t miss the smug expression on her face as she looked down on him where he sat on the cold, hard ground. She must have been keeping her eyes shut so they wouldn’t reflect any light, waiting for the right opportunity to scare the living daylights out of him.

“Hmmhmmhmm” she chuckled, her laughter reverberating throughout the passageway. “The human returns to my lair willingly. I think you will do wonders to keep me… entertained.” Alex whimpered at the emphasis she put on the last words. Maybe this hadn’t been such a good idea.

A Day With A Changeling

Alex gradually left the realm of dreamless slumber, his eyes trying and failing to take in the sight of the pitch black room around him. Once again, he had slept in the very same room that Chrysalis had prepared for him. Left with nothing to do but await her return, he allowed his mind to drift to the events of the previous day.

Chrysalis had escorted him back down into the deep bowels of the cavern, her horn glowing as she led him through the twisting and turning tunnels. Since bringing up the carvings again would only make her angry, he had remained quiet as he took in the ambiance of his surroundings. Other than the carvings, he could also see many other wondrous examples of lovingly crafted architecture, such as the giant pillars he had seen in the cavern.

It was strange. The architecture was completely incongruous with what he had seen of the changelings so far, who barely seemed more than mindless monsters. The only one who wasn’t mindless was the Queen, but… Well, ‘sickly’ was a word he would be more likely to use to describe her than ‘beautiful.’ He thought it was more likely that the changelings had either found this place abandoned and claimed it as their own or had chased out the previous residents.

Lost in his thoughts, he barely noticed when Chrysalis stopped walking, and had nearly blundered into her. “This will be your room,” she had said, standing besides an opening in the wall. “You’ve already slept here, so I’m sure it will suit your needs.”

Looking past her, he saw for the first time the room he had awoken in earlier that day. Alone in the center of the room rested a large round pod, which must have been what he was sleeping on earlier. The room was filled with the carvings, and he saw the water he had been drinking earlier seeped through a spot directly between the horns of two of the equine creatures. No way was that an accident. The more he saw of the place, the more he doubted Chrysalis’ claims that the changelings had built it. But why would she lie? Before his thoughts could make any headway down this path, he realized the carvings were getting harder to see.

A glance behind him revealed that Chrysalis was walking away, taking the only source of light with her. “Wait up,” he called. She stopped and turned to look at him, her multifaceted green eyes reflecting the light in disturbing ways as she silently stared at him. “Um…” he hedged, suddenly much less willing to hold a conversation with her. “What’s going to happen to me?”

Chrysalis blinked slowly before answering, letting the moment drag on before she gave him that horrible smirk of hers. “Missing me already? Oh, don’t worry about what’s going to happen to you. I certainly haven’t. Maybe I’ll have an idea in the morning. Sleep tight. Don’t let the… bedbugs bites.”

Left with nothing to do once she disappeared, Alex had felt his way over to the pod before sleeping on it for the night. Now, he stared up at the darkened ceiling. Hope she gets back soon, he thought. Chrysalis still terrified him, but a gnawing ache in his stomach was beginning to demand attention. The thought of food nearly overwhelmed his fear, and he toyed with the idea of heading out to look for her.

Besides, it wasn’t like she was going to eat his soul or devour his heart or something if he annoyed her, right?

Right?

…Maybe I’ll just wait quietly.

__________________________________________

Humming tunelessly as he lay on the pod, his hands blindly rotating circles in the air above him, Alex once again considered going out to look for the Queen. It felt like hours had passed since he woke up, or maybe it had only been a few minutes. It was impossible to mark the passage of time down here, and the constantly dripping water was turning his mind into something akin to porridge

Without any warning, a bright green light suddenly flared at the entrance to the room. Alex instinctively flinched away from the sudden flash, the abrupt movement causing him to overbalance. Sliding off the pod, his legs flailed uselessly in the air before his head impacted the ground with a heavy thud. His legs lying limply on the pod, he released a small sigh. Dying a slow death out in the wasteland was beginning to look more and more appealing.

“Good morning, human!” Chrysalis’ cheerful voice reverberated throughout the tiny room. “I hope you slept well.”

“Would it matter to you if I hadn’t?” Alex moaned as he pulled himself to his feet.

“Probably not. Now. Unfortunately, I won’t be able to play with you today. I’ve got official business that I need to take care of, so I brought you someling to show you around instead.” Alex noticed for the first time a smaller changeling that stood at the Queen’s side. This changeling looked almost identical to all the other changelings he had seen before except for its eyes. Unlike the flat pale blue all the others shared, this changeling’s eyes were green and multifaceted just like Chrysalis’ own.

The smaller changeling’s wings buzzed rapidly and the creature flew over until it hovered in place directly in front of Alex. Its wings fluttered rapidly, moving fast enough that he could barely see them, while the changeling’s expressionless gaze locked directly onto Alex’s face.

“H-hello,” Alex stuttered out as he cautiously waved a hand at the being before him. The moment stretched out for several awkward seconds before the changeling bared its fangs and hissed at him. Crying out in surprise, Alex stumbled away from it, tripping over the pod and once again ending up with his head on the ground and his legs ignominiously waving in the air. He heard a deep chuckle coming from the air above him, laughing at his predicament.

“I see what you meant, my Queen. He is certainly an amusing one.” The changeling’s voice was surprising deep and masculine despite coming from such a small frame. It didn’t reverberate as strongly as Chrysalis’, but there was definitely an unearthly feeling to it. “But are you sure this is wise?"

“It doesn’t matter if it’s wise or not,” Chrysalis answered as Alex clambered to his feet again. “At this point, it’s only a matter of time.”

“I’m assuming the preparations are well underway?”

“Everything should be finished in a week – two at the most.”

“I… see.”

“Am I missing something here?” Alex asked.

“No.” Chrysalis’ answer was flat and blunt, making it clear the conversation was over. It reminded him a lot of how she had reacted when he had asked about the carvings before. “This is Last Breath. He’ll be escorting you around while I’m busy. Now if there is nothing more, I will see you later.” So saying, she turned and disappeared down the corridor, the green flickering light bobbing slightly with her stride. Alex looked up to see that the smaller changeling’s horn was now glowing, though the amount of light cast was a lot weaker than that cast by the Queen’s horn.

“So… now what?” Alex asked uneasily. Really, Chrysalis was going to set someone to watch over him whose name was a synonym for death? The Badlands were definitely starting to feel like the better option.

Last Breath sniffed at the air before wrinkling his nose. “First thing is getting you a bath. I don’t know if it’s a human thing or what, but you stink.”

Alex brought his arm up to his nose and sniffed it. “I don’t really notice anything.”

“Maybe you humans are used to the smell of excrement, but you’re having a bath if I have to throw you.”

____________________________________________

“And then you pissed yourself? Oh, that’s just too funny.” Last Breath was watching as Alex washed his clothes in an underground river. The water was freezing cold, and Last Breath had said it was icemelt from the far-off Macintosh Hills. Alex was only wearing his underwear, the water coming up to his knees as he rinsed his clothes out. His pants were slowly drying on the shoreline and he hunched over, running his shirt through the slow-moving water.

“Yeah, yeah, laugh it up.” Having just finished explaining what had happened when he met his first changeling, Alex shook out his shirt, spraying droplets of water everywhere while Last Breath watched amused from the shoreline. “You things are freaky, and I think you’re perfectly aware of it.”

“It’s not like we chose to be this way, you know.” The changeling sounded a little offended.

“Maybe not, but it sure seems like Chrysalis certainly enjoys teasing me about it.”

“Oh, she’s not the only one.” With those ominous-sounding words, the changeling’s horn flared even brighter and Alex felt a slight pressure wrap itself around his body and lift him out of the water. His body rotated in midair until he was suspended upside down about a foot above the rushing water, looking into Last Breath’s smug face.

“Any last words before I drop you?” The changeling asked, his eyes twinkling playfully.

“Please don’t drop me?”

“Well, since you asked so nicely, no.”

Alex felt the pressure wrapping his body abate and only enough time for a single exclamation as he was dropped head first into the ice-cold water. Sputtering as he came to the surface, his skin covered in goosebumps and his teeth chattering, he glared at the changeling.

“Was that necessary?”

“Probably not,” Last Breath answered calmly as he levitated Alex’s shirt out of the river, which the human had dropped when he was submerged. “But it was pretty funny. You got to have a bath, and I got to throw you. Everybody wins.”

“I don’t think I like your definition of ‘everybody,’” Alex said as he waded towards the shore.

“Well I won, and that’s good enough for me.” The shirt carelessly draped over a rock, Last Breath climbed to his feet. “Now budge over.”

“What are you-? Wait, nono stop, stop, WHOA!”

“CANNONBALL!”

_____________________________________________

Not long afterwards, the pair trudged through the changeling catacombs on their way to the surface, both of them dripping freely onto the stone floor. Alex had his shirt and pants tucked under his arms, grumbling to himself all the while. After Last Breath had tackled him into the water again, the duo had started to waterfight, which had ended when the changeling had picked up the river and dropped it on Alex’s head.

“Magic is friggin’ cheating,” he grumbled.

Last Breath flashed a fang up at him, the changeling’s mouth slightly curved into a smile as he glanced sidelong at the taller human. “Oh, wah wah wah. Does the poor human feel outmatched?”

“Of all the changelings Chrysalis could have stuck me with, I end up with one that mistakenly thinks he has a sense of humour.”

“You can change escorts at any time.” Last Breath’s voice, unusually serious, caused Alex to stop and look down at him.

“I…” Alex hedged, but Last Breath cut him off with a sharp gesture at one of the blank-eyed changelings that walked the corridor.

“Go ahead, do it.” Last Breath’s forceful demand sent Alex staggering towards one of the surrounding changelings before his mind had time to process what he was doing. Last Breath watched expressionlessly as the human uneasily approached a random changeling. Expecting some sort of trick, Alex stopped one of the changelings.

“E-excuse me? Sir? Madam?” Alex asked the changeling, silently wondering how he was supposed to tell the difference. The changeling he spoke to silently turned its head towards him, its blank eyes dispassionately watching him. He quailed momentarily under that look, having forgotten how much those eyes freaked him out.

The changeling only remained silent a few seconds more before turning its head away from him and continuing on the path it had been walking on before he had interrupted it. Alex watched it leave before looking back at Last Breath.

“Was it something I said?”

Last Breath just sighed slightly before answering. “No, that’s not it. They won’t respond beyond basic reactions. They’ll follow simple orders, but they won’t take initiative and they can’t follow orders more complex than ‘go here’ or ‘feed.”

“Then what makes you and Queen Chrysalis so different?” Alex asked as he followed behind the changeling, his bare wet feet slapping heavily against the stone floor. The silence spread for several increasingly awkward minutes before Last Breath responded.

“Did you ask Her Majesty about the carvings that lined the walls?”

Alex looked down at the changeling, surprised by this sudden apparent change of topic. “Well… Yeah. Why?”

“And what did she say?”

Alex exhaled a breath of air through his nose, slightly annoyed at the way the changelings acted whenever his naturally inquisitive mind tried to learn something about them. “She reacted much the same way you are; by dodging my question.”

Much to Alex’s surprise, Last Breath actually chuckled at his response. “Well said. Alright, I’ll tell you someday what makes me different from all the others you’ve seen, but not today. It’s… not a pleasant topic.”

“I understand,” Alex said, not understanding in the slightest. They continued down the twisting corridors for several more minutes before something occurred to Alex. “Can I ask another question?”

“Didn’t you ask one just now?” The changeling laughed at Alex’s unamused glare and waved a hoof. “I’m just kidding. Go ahead, go ahead.”

“Right. Anyway, what’s the difference between male and female changelings? No offence, but other than your eyes and the Queen herself, every changeling I’ve seen looks completely identical.”

“I wouldn’t have pegged you for a racist,” the changeling’s teasing voice drifted back to Alex, which Alex responded to by smacking Last Breath in the back of his head with the wet shirt.

“I’m serious. The only thing I can think of is that your race experiences sexual dimorphism, where the females are twice as big as the males. But that would mean that the Queen is the only female I’ve seen in the hive. So is there just something I’m missing, or does your kind just look the same because you’re a race of shapeshifters?”

Last Breath looked askance up at Alex. “…How did you know that we’re shapeshifters? I’m pretty sure the Queen never told you that.”

Oh crap. Caught on the spot, Alex quickly tried to piece together an answer that wouldn’t reveal any of his knowledge from the show. “I… um… I guessed. Yeah. From the name. ‘Changelings’ seems like the sort of name a race of shapeshifters would have, right? Ahahaha…”

The changeling just stared at Alex through eyes half-lidded with doubt as the human laughed awkwardly. “…Uh huh. Well, whatever. You wanted to know the difference between male and female changelings? Simply put, there isn’t one. Other than the ruler, all changelings are exactly the same. A changeling is determined to be male or female depending on what they identify as.”

“I… wait, no.” Alex tried to cut in as his mind fumbled to understand the ramifications of Last Breath’s words. “That doesn’t make any sense! You can’t just have a race without sexes! Reproduction in any species more complex than a single-celled organism requires genetic material contributed from two donors. The idea of magic is easier to buy than this!”

“Magic, huh?” Last Breath laughed once again. That easy mocking laugh was really starting to grate on Alex’s nerves. “You’ve hit the prey on the head.”

“Huh?”

“Changeling saying. Means you got it pretty much right. To start, you need to understand that changelings are unlike almost any creature in existence. We are creatures of magic, which is why we’re able to eat pure energy in a form like love instead of needing to rely on physical matter. Oh, that reminds me, you’re able to eat plants, right? Not a carnivore?”

“Omnivore, actually. Why?”

“We’ll be able to get you some mosses or mushrooms or something to eat once we’ve dried. Anyway, where was I?”

“Creatures of magic.”

“Right, right. As you apparently know, changelings specialize in transformation magic. In order to feed, we might need to transform into a male or female role. It’s just easier for us if there’s no… awkward changes, you might say.”

Alex stroked his chin, pondering the new information. “Alright, I guess that makes sense. But what about reproduction? You can’t intend to tell me that changelings just pop into existence fully formed because of magic, can you?”

“Now that would be a sight. Ah, turn here, we’re almost out.” The pair slipped down another corridor, which looked much the same as many of the innumerable corridors they had already passed. Alex knew that Last Breath could be leading him on a merry roundabout romp through the depths of the catacombs and it would look pretty much the same.

Before Alex’s thoughts could get any farther down that path, Last Breath suddenly picked up his pace and Alex saw the tell-tale shine of natural light up ahead. Seeing the changeling trotting up ahead, a wicked smile crossed Alex’s features as he lowered his hands down to the ground in a racer’s stance.

“Ready, and…” At the imagined sound of a gunshot, Alex sprinted towards Last Breath, charging towards the confused changeling. Grinning down at the smaller creature as he passed him, Alex offered his challenge. “Race you.”

Dashing towards the light, Alex heard a loud buzzing as Last Breath’s wings beat fast enough to lift the changeling off the ground, signifying his acceptance of the race. Alex redoubled his efforts as he heard the buzzing closing in on him while his own feet continuously slapped loudly against the floor.

Glancing behind him, Alex noted where Last Breath’s flight path was taking before tossing his shirt directly in front of the changleing. A wide grin split his face as he heard the changeling curse, followed by a loud crash letting him know his projectile had hit his target and brought it to the ground. Unchallenged, he easily sprinted the last few steps to the exit, raising his arms in the air as he came out into the warm midday sun.

“And we have a winner!” he joyously proclaimed to no one in particular. Laying his pants on the ground, he stared out at the sight of the desiccated Badlands surrounding him. Now that he thought about it, it was strange that such a beautiful land filled with magic like Equestria would have a wasteland like the Badlands in it.

After several moments of silence, he turned back to the cave entrance, now slightly worried. “Hey, Last Breath. You alright in there?” The silence was shattered by a loud buzzing which echoed out of the cave, followed immediately by a black streak launching out of the cave entrance and slamming itself into Alex’s midriff.

Alex let out a winded “oof” as he crashed heavily to the rocks, his assailant straddling his torso and pinning his arms to the ground. Unsteadily opening his eyes, Alex stared up into the angry visage of a snarling changeling. Flashing an unrepentant grin, Alex spoke up.

“Oh, what’s wrong? Does the poor changeling feel outmatched?”

Last Breath blinked in surprise as the words he had spoken earlier were flung back into his teeth. After a few seconds, a small grin spread across his own face before it widened. The pair lay there several seconds longer, grinning into each other’s faces like idiots.

Maybe, Alex thought, slightly winded from the sprint. Maybe this isn’t going to be as bad as I had feared.

_______________________________________

Alex lay out his wet pants and shirt on a clean-looking rock to dry out in the midday rays. Glancing over at his companion, he smiled when he say that the changeling had stretched out on a flat rock and was basking in the sunlight. Finishing up laying his clothes out, Alex walked over to where the changeling lay. Last Breath looked like he was enjoying himself. Pity he had to put an end to that.

“You never finished answering my question.”

Last Breath cracked open one eye and stared at the human balefully, the changeling’s green eye squinting against the bright sunlight. “You’re not going to just let me just enjoy the sun, are you?”

“Questions first, then whatever you want.”

The reclining changeling released a heavily exaggerated sigh as he threw a foreleg over his eyes. “Fine, fine. What do you want to know about?”

“We were talking about how changelings reproduce. If it’s not through sexual reproduction or spontaneous generation, I can’t really think of any other method.”

Last Breath rolled over to get a better look at Alex as the human sat down, the changeling’s expression slightly bemused. “You really can’t let these things go, huh?”

Alex just shrugged. “What can I say? I like to know things.”

“Fair enough.” Last Breath rolled back onto his back, shifting slightly until his wings were laid out evenly on the rock beneath him. “Alright, what’s a good place to start?” He hmmm’d deep in his throat to himself for a few seconds before clicking his tongue. “Ah, that’ll work. You know we changelings feed off love, right?”

“Yeah, I kinda picked that up.” The duh Alex wanted to say went unmentioned.

“Right, right. Anyway, that’s literally all we feed on. And we need more than usual just before we hatch. The ruler, King or Queen, needs to give a great deal of love to the changeling egg. In order for the unborn changeling to get this love, the donor is shoved into one of the collection pods.”

“Um…” Alex cut in; pretty sure he wasn’t going to like the answer but knowing he had to ask anyway. “Donor?”

“Love donor.  Usually a creature we manage to find wandering alone.”

Yeah, saw that coming. “So you take the… donor… and trap them in one of the pods. Is that anything like that pod I’ve been sleeping on?”

“You have been sleeping on a collection pod, actually. Once a donor is trapped inside, it is virtually impossible for them to escape without outside. Even Celestia needed to be released after the invasion failed.”

“What invasion’s this?” Alex asked, trying not to reveal that he already knew about it.

“It’d probably be better for you to ask the Queen,” Last Breath easily waved the question aside. “I was just a soldier chasing the fleeing ponies. Ah, watching them run was so much fun.” The changeling sighed wistfully, reminiscing over the events of a few weeks prior.

“Right…” Wanting to shift the conversation back to relatively safer waters, Alex tried bringing up one of the strange things that he noticed about the pods. “So is that why all changelings look kinda like ponies?”

Last Breath glanced over at Alex, the slightest hint of confusion on the changeling’s face. Alex’s head was tilted back to better feel the sun’s warmth against his bare skin and he missed his companion’s expression. “Huh? Oh! Oh right. Sure. Yeah, the species of the donor affects what the base changeling will look like. Since the current generation was all taken from ponies, all of us have basic pony characteristics.”

“That makes sense. So what about the young changelings? I don’t think I’ve seen-?” He was cut off as Last Breath sprung to his hooves, the changeling’s wings starting to buzz in the dry air.

“No more questions,” he said, urgency spread across his face. “I’ve just received a message from Queen Chrysalis. She wants to see you right away.”

“Now?” Alex asked, remaining seated on the ground. “But we haven’t dried off yet.” Any complacency Alex might have developed regarding the fearsomeness of the changelings was blown away by the force of the black creature’s single shouted demand.

“NOW!”

_____________________________________________

“I hope I didn’t interrupt anything.”

“Even if you had, Your Majesty, being in the presence of your magnificence more than makes up for it.”

Alex remained silent until Last Breath struck him in the knee. “Huh? Oh, no, no of course not. Being in your presence is always a,” he swallowed loudly once before finishing somewhat lamely; “…pleasure.”

In truth, Alex was far more distracted by looking around the room they stood in. The cavern Chrysalis had called them to was absolutely massive, with the light cast by her horn swallowed up by the darkness. Far, far above him, he was unable to make out even the faintest hints of where he knew the ceiling had to be, only seeing a roof of inky blackness.

The walls were even stranger. Riddled with hexagonal holes in the wall, it reminded him of nothing more than a giant honeycomb, with each hole large enough to hold a fair-sized human. Most of the holes were covered up with some strange green material, and some closer to where he stood looked… fresh? Before he could get a closer look, Last Breath’s voice interrupted him.

“How are you holding up, my Queen?”

“Not well at all, my little changeling,” Chrysalis admitted. She looked tired and weary, and a part of Alex feared she might just collapse on the spot. “It’s a hard, thankless job, but I know it needs to be done.”

Last Breath slowly walked over next to her and gave his wings a single, quick beat, brushing them up against Chrysalis’ hole-filled forelegs. “We’re all very thankful that you do it, my Queen.”

Chrysalis smiled gratefully at his reassurance before turning back to the human before her. “And what of you? How are you finding your time here?”

“It’s very interesting, Your Majesty. I-”

“Please,” the Queen interrupted him, “don’t bother lying to me. I can hear your heartbeat, hear the way it speeds up when you lie. I command you to speak freely. There’s no room for lies, not in this place.”

Alex glanced around the giant cavern. What’s so special about this place? “Alright. When I first met you, I was terrified. I saw monstrous creatures that made me fear for my life. Now?” He sighed. “After only a single day, I’m seeing something different. Something I didn’t expect.”

He waved his hand vaguely in Last Breath’s direction. “I see a friend. Instead of fear, now I have something a little more complicated. And,” his gaze turned to her, hardening into a glare, “I think you did that intentionally.”

“I’m not stupid. I know you deliberately set him to befriend me. There’s too many things I don’t understand, too many questions that I want answered. But right now, there’s only one question that matters.” He stabbed at the air with his finger, nearly poking her in the chest.

“What do you want from me?”

Chrysalis remained silent, staring at the extended finger with an expression saying she might bite it off. Alex refused to back down, extending his finger until it brushed up against her carapace. In the end, Last Breath broke the frozen moment by rubbing his wing against Chrysalis’ leg.

“He’s right, my Queen. It wouldn’t hurt any to let him know.”

Chrysalis’ wings buzzed angrily for a second before she conceded the point. “Very well. But not now. There is one thing more he needs to know.”

Alex stepped forward, angrily grabbing for her neck. “Now wait just a moment here!” Her horn flashed brightly and he felt himself struck as if by a heavy weight. Knocked backwards, he flew for several feet before crashing heavily on the floor.

“DO NOT FORGET WHO YOU ARE DEALING WITH, WORM!” Her enraged voice echoed repeatedly within the cavern, seeming to feed on itself to become louder and louder. Alex crawled away from the furious monarch as green flames licked her sides and mane. But the flames covering her body were nothing compared to the heat of the fires within her eyes.

Last Breath sprinted past her and hurriedly helped Alex to his feet. “Run.” The pair fled for the exit, the unmoving queen watching their fleeing forms.

After they had left, Chrysalis released the flames and collapsed to the floor. Slightly panting for breath, she stared out at the honeycomb walls surrounding her. The anger of a moment ago had vanished, and all that remained was the crushing despair in her heart.

“It’s the only thing I can do. And yet… is it worth it?”

If she was waiting for a response, she didn’t receive one.

A Peaceful Day

Alex and Last Breath sprinted as fast as they could through the twisting halls of the changeling hive, not stopping until they reached the relative safety of Alex’s room. Both of them gasping for air, they struggled to catch their breaths.

“I can’t… believe… you did that,” Last Breath wheezed out, referring to the way Alex had recklessly stood up to Chrysalis down below. “What happened to the coward I saw this morning?”

Alex just shook his head, leaning his shoulder against the wall. “I don’t know,” he admitted. “Something just rose up in me, I guess. I don’t know how to describe it, but it was like I was riding a wave of emotion. There was just something about that room, you know? Something that I could feel deep within me.”

The changeling gave him a funny look, having finally managed to steady his breathing. “That makes sense,” he mused. Alex picked up on the changeling’s muttered response and gave him a suspicious glare.

“What makes sense?”

“You didn’t notice? Well, you’ll figure it out.”

“Oh, come ON!” Alex threw his hands up in the air, finally fed up with the entire situation. “I’ve had just about enough of this. Every time I ask a question, you either dodge it or deflect it. When am I going to get some real answers?”

“I don’t know,” Last Breath admitted, awkwardly rubbing a hoof into the stone floor. “I only know what Her Majesty tells me.” In truth, Last Breath felt conflicted. He knew exactly what Chrysalis wanted Alex to know, but was under orders to not tell him until the appropriate time. Yet Alex had called him a friend, down there in that room. That room of all rooms.

While Alex’s heart may have been affected by the residual magic that still lingered in that special room from the original makers, it couldn’t force anyone to say something they disagreed with. Friend. To a changeling, a friend was something rarer than gold, more valuable than love, without price, without compare.

He needed some time to think about this.

“Anyways, I bet the Queen is pretty mad at you. You should try and get some sleep, and I’ll see you in the morning.”

“What?” Alex was confused. It couldn’t be that late, could it? “Wait, no, it’s still early afterno-” The rest of his sentence was left unsaid as Last Breath turned towards him, the changeling’s horn flashing brightly.

“Sleep.”

____________________________________________

“GOOD  MORRRRRNING!”

“GAH!”

Alex felt a hoof shove hard into his side, pushing him off the pod and onto the hard ground below. Grumbling slightly as he peered over his now empty bed into the cheerful face of Last Breath, the changeling’s face sharply outlined by the light cast from his glowing horn.

“This is going to be a thing with you, I can tell.”

Last Breath grinned unrepentantly, the changeling’s fangs flashing brightly in the green light. “Wake up on the wrong side of the pod, did we?” he asked, his teasing voice reverberating slightly in the small room.

“And whose fault is that?” Alex grumbled as he climbed to his feet, but the changeling’s grin only broadened.

“Aw, don’t be like that. Here, maybe this’ll make you feel better.” From behind the changeling floated a flattened rock covered in sliced and roasted mushrooms. Alex’s irritation faded away at the sight of the plate of food, as he realized he hadn’t eaten anything since he had arrived here two days ago. “I made you breakfast.”

Grabbing the rock and resting it on his legs as he sat on the pod, Alex grabbed a handful of the mushrooms and shovelled them into his mouth. The taste exploded in his mouth, and he nearly choked on it before forcing himself to swallow. “My god…” he whispered, “this is delicious.” Grabbing a smaller handful, he turned to his companion, who was watching him eat with interest. “You made this? It’s amazing! How are you such a good cook? I thought changelings didn’t eat anything but love?”

“It’s not that special,” Last Breath deferred as Alex devoured the mushrooms. “Most changelings are good cooks. We don’t cook for ourselves, but for others. ‘The fastest way to their heart is through their stomach,’ my old teacher used to tell me, and… Are you finished already?”

Grinning bashfully, Alex held out the empty plate. “Seconds?” he asked hopefully.

_____________________________________

A few hours and three more plates of food later, the pair were once again outside in the morning sunlight. Alex passed the time by shadowboxing, stripped bare to the waist, while Last Breath lay sprawled out on a nearby rock, his wings spread wide and his hooves curled up on his chest. Eventually tiring of the exercise, Alex picked up his shirt and used it to wipe the sweat off his brow as he walked over to his lounging companion. “You look like you’re having fun.”

“There’s not much sun underground. I want to enjoy these moments of peace while I still can.”

Alex hesitated, his shirt frozen in the moment of dabbing against his temple. “What do you mean ‘while you still can?’ Breath, what are you hiding from me?”

Last Breath flinched slightly, knowing he had revealed too much. “I’m sorry Alex, but I can’t tell you yet. Please, just trust me for now.”

Folding his legs beneath him, Alex sat heavily next to the changeling. “Fine, but my patience is wearing thin. You better tell me soon.”

“Don’t worry. As soon as the Queen allows it, I intend to tell you everything I can.”

Alex glanced down at Last Breath, catching on to what the changeling hadn’t quite said. That, for whatever reason, Chrysalis didn’t want him to know this secret. And that there was another secret that she refused to tell him until he learned this one. Urgh. What a headache the whole situation was. Alex massaged at his temples. “Alright, so is there anything else about the changelings you can tell me?”

“Well, there is one thing that might interest you. You know how tough our carapaces are? Actually, it’s easier to just show you.” Rolling to his hooves, he held out a single hole-riddled foreleg in front of Alex. “Here. Pull this.”

“Alright…” Not sure what the changeling was getting at, but willing to play along, Alex grabbed the leg firmly and gave it a sharp tug.

“Harder.”

Bracing himself against the ground, Alex yanked on the leg as hard as he could while still sitting down.

“Harder!”

Climbing to his feet, Alex jerked on the leg again, putting a little more force into the pull.

“HARDER!”

Putting his full body weight into it, Alex wrenched at the leg as hard as he could. A horrible ripping sound filled the air, and Alex suddenly found himself crashing to the ground as all resistance vanished. Slightly dazed from the impact, he looked at the leg still held in his grip before his sluggish mind realized what had happened. Horrified, he looked over at Last Breath, where the changeling was writhing on the ground.

“Arrgh!” the changeling screamed, clutching at the stump where his leg had been. “Too hard! You pulled too hard!”

“Last Breath!” Alex shouted, throwing the torn-off leg aside and rushing to the changeling’s side. “I’m sorry! I’m so, so sorry! I didn’t- Is there anything I can do?”

“Well…” Without warning, he flashed his fangs up at Alex in an undeniable smile, his green eyes twinkling merrily. “Could you give me a hand?”

“What.”

Last Breath laughed openly at the expression on Alex’s face. “Haha. I’m kidding. Alright, I’ll go get it.” Leaving the somewhat shocked human behind, Last Breath flew down to where his leg had landed. Grabbing it in his mouth, his fangs helping to hold it, he flew back up to where Alex waited.

Alex’s mouth worked at the air as he saw the changeling buzzing up to him, unable to say anything until he finally managed to squeeze a single strangled word out. “What?”

Spitting the leg out onto the ground to free his mouth, Last Breath brandished his leg stump at the human, a small amount of green ichor starting to drip from the wound. “You remember when I told you changelings were creatures of magic? Well, I meant it literally. You see?” Last Breath wiped away at the leaking ooze, revealing nothing but more ooze underneath. “No skeleton.”

“Guh.” Alex replied unintelligently, still trying to wrap his mind around what had just happened.

Taking his response as acceptance, Last Breath picked up his leg and tried to slot it back into place. “You probably figured that much out already, since it would be impossible for our bodies to have a skeletal structure like most animals with these holes getting in the way. If it wasn’t for our innate magic holding us together, we’d probably just collapse into heaps on the ground, even with our exoskeletons and-”

“WHAT THE HELL WAS THAT ALL ABOUT?” Alex had finally mastered his tongue, and was ready to take out all his rage and confusion on the changeling in front of him. Last Breath fumbled from the force of the human’s exclamation, dropping his leg in the dirt.

“What?” Last Breath stared at Alex in shock. He genuinely hadn’t expected such a strong reaction from the human. Slight annoyance at being made the butt of a joke, sure, but this was completely unexpected. “It was just a joke. You know? Haha?”

“It wasn’t funny.” Alex turned away from Last Breath, showing his back to the changeling. “You scared me. You really did.”

“I…” Last Breath didn’t know what to say. Any changeling would have seen through it instantly, and nobody he had ever met would have cared the slightest about his changeling form. He could only say what he thought. “I’m sorry. I won’t do it again.”

Alex glared back at the changeling, an earnestly contrite expression on Last Breath’s face. Looks like he means it. “I’ll forgive you if you promise never to scare me like that again.”

“I…” Last Breath hesitated, trying to figure out how to word his statement, since he didn’t want to lie anymore than he had to. “I promise to never scare you like that for a joke again.”

Alex flashed his teeth in a smile, letting Last Breath know his apology was accepted before turning his body around so he was facing the changeling. “Alright, then go ahead.”

“Huh?” Last Breath was caught flat-hooved by the sudden apparent change of topic, but Alex just waved for him to continue.

“The lesson, the lesson. What you got me to tear your leg off in the first place for.” Alex reached down picked up the discarded leg on the ground, passing it off to its rightful owner.

“Oh! Right. Um…” Last Breath cast his mind back as he accepted his leg back, trying to remember what he had said last. “When we transform, our magic automatically makes us into a perfect replication of the creature we’re copying. Our carapace turns into flesh, and bones and internal organs form on their own.”

“Hang on,” Alex interrupted. “You don’t have any internal organs either? But then how do you breathe if you don’t have lungs? And couldn’t you eat normal food when you’re transformed?”

Last Breath fumbled with his leg as he tried to answer. “We don’t actually need to breathe when we’re in our normal forms. Our scientists and philosophers think that it’s just an ingrained memory back from when the changelings were first created. And our bodies just reject any sort of normal food, no matter what form we’re in.” He smiled to himself as his leg slipped into place. “There we go, I- no, no that’s not right.”

“Huh.” Alex stroked at his chin, noticing he was starting to develop a bit of a beard, until another question occurred to him. “So changelings can only copy other creatures? You can’t… I dunno… just free-form it?”

“Oh for- Now it’s upside down. Hmm? Oh, more experienced changelings are able to mix traits of creatures that they have copied before.” He smiled wistfully. “I remember one of my old friends used to love parading around as an orange minotaur with a dragon’s tail and teeny-tiny pegasus wings. When I once asked him why he did that, he told me; ‘because everyling always does a double-take whenever they see me.’”

Alex laughed with Last Breath, the sheer ridiculousness of the image coming up sharp and vivid in his mind’s eye. “Sounds like a real character. Where is he now?”

Last Breath sobered up immediately, the changeling’s fond smile being replaced by a tiny sad frown. “He… died. About a week ago.” Alex didn’t know how to respond to the changeling’s wistful tone, and the pair sat in awkward silence until Last Breath finally managed to slip his leg into place.

“Ah, that’s it.” Lowering his face down to the crack in his leg, Last Breath opened his mouth as wide as he could. Alex watched in revolted fascination as green slime leaked from the changeling’s mouth, covering the broken leg within seconds.

Bringing his teeth together with an audible ‘clack,’ Last Breath bit off the trail of slime and swallowed down the ooze that had been left in his mouth. Wiping the leftover slime from his chin with his uninjured forehoof, Last Breath patted down the gunk on his leg and wiped away the excess.

“Um… ew.”

Glancing up, Last Breath smirked at the disgusted expression on Alex’s face. “Knowledge isn’t pretty, is it?” he asked teasingly. Carefully cradling his incapacitated leg, Last Breath lay back down on the rock shelf, stretching out in the warm sunlight.

“Now if you’ll excuse me, I want to enjoy the sun.”

_______________________________________

A few hours later, the sun had started to dip behind the mountains, and Last Breath finally climbed back to his hooves. His leg had already healed, but he gave it a slight shake to test it before he was willing to put any weight on it. Satisfied that it was secure, he walked over to where Alex was dozing and jabbed the human just under his ribcage with the pointed horn that adorned his forehead.

“HEY!”

“Come on, bright eyes, you can’t sleep out here.” Turning, Last Breath heading for the entrance to the changeling hive, knowing Alex would follow him. “It gets ridiculously cold at night. Let’s go inside.” Both of them yawning, they stumbled their way into the caverns. Last’s Breath’s horn flared, once again lighting up the dark catacombs.

The pair made their way towards Alex’s room in silence until Alex spoke up. “Hey Breath?”

“Yeah?”

“Have you ever thought about what you’re going to do later? Like, in the future?” Alex asked, his hand pressing lightly against the changeling’s back.

Last Breath glanced up at the taller human, noting the unusual display of friendliness. Assuming humans must be similar to ponies in their need for physical contact, he gently beat his wings, brushing them against Alex’s leg like he had done for the Queen the day before. “…I haven’t,” he admitted. “I’ve… never really put any thought into what I’m going to do in the future. I guess it never really seemed important. Why?”

Turning down another passageway, the duo saw the entrance to Alex’s room ahead of them. “Because,” Alex said as they went inside, “one day, I hope to return home. But I don’t know how to get there. I was wondering, if it’d be alright with you, I mean, if you could maybe come with me. To find a way to get me home.”

Watching the human lie down on the collection pod, Last Breath stared at him in disbelief. “I… do you really mean that? You would want me to come along” At Alex’s nod, Last Breath gave him a single sad smile. “In that case, nothing would make me happier.”

“Then I’ll be looking forward to it.” After saying that, Alex’s breath slowed and evened out, until he was deeply asleep. Last Breath’s horn flickered out, and the changeling quietly walked to the doorway.

Turning back once he reached the exit, Last Breath looked back into the room, his changeling eyes able to see the sleeping human even in the complete darkness. Rubbing his tongue against one of his fangs, he smiled slightly, looking forward to how the words he was about to say would taste on his tongue.

“Sleep well, my friend.”

Turning Point

Last Breath quietly made his way through the hallways of the changeling hive, a plate of roasted mushrooms floating along behind him. His hoofsteps echoed through the nearly empty corridors, and his mind wandered back to when the catacombs had been filled with changelings. Had it only been a couple of weeks? His memories were becoming… hazy. Indistinct. He could feel them slipping away from him, just like they had before, and knew there was nothing he could do to stop it.

His steps leading him to the room of the newest arrival to the hive, he took a moment to stop and consider the past few days. Everything had changed when Alex had arrived, and yet… nothing had changed at all, had it? Fate would not be denied. The Queen had been right.

Alex stirred slightly as Last Breath gave him a gentle nudge; the changeling’s hoof slightly sinking into his side. Last Breath poked a little harder and Alex gradually awoke; the human reaching around blindly in the smothering darkness.

“Breath? That you? I can’t see a thing. What’s going on?”

“Here.” The plate of food floated into Alex’s outstretched fingers, which he grabbed onto before sitting up. “Before I explain I need to know something. Did you mean it? When you called me your friend a couple days ago, did you mean it?”

Having just tossed a mushroom into his mouth, Alex had to take a moment to swallow it before he answered. “What are you getting at, Breath? Of course I meant it. You’re my only friend out here, and I’m glad I met you.”

Last Breath smiled at his friend’s reassurance, also glad to have met the strange human. “Thank you. I’m glad to hear you say that.” The changeling moved slightly, bumping up against Alex’s legs. “When you’re finished, there’s something I need to tell you.”

“What is it?” Alex asked, his voice slightly muffled because of a mouthful of food. “You can’t just tell me now?”

“No,” Last Breath replied, his voice slightly weak. “I want to be outside when I tell you. Last night, I got permission from Queen Chrysalis to answer your question.”

“Which question was that?”

“What makes me different from all the other changelings you’ve seen throughout the hive.”

Alex’s hand came down to rest on Last Breath’s back as he put the half-eaten plate of food aside. He knew that a part of Last Breath didn’t want to tell him this secret, but the changeling intended to tell him anyway. Waiting would just make the inevitable explanation worse. There was no point in putting it off.

“Then let’s go.”

_________________________________________

Shortly afterwards, the pair sat side-by-side on the cold rock outside in the morning sunlight. Last Breath had been unwilling to light the cave with his horn, and had led Alex through the corridors by touch, the human’s hand resting on his back the entire way. When they reached the exit, the changeling had sat down and gestured for Alex to sit next to him.

The sun was just starting to peek over the far-off Macintosh Hills when they arrived, bringing light and the illusion of life to the Badlands. The duo remained silent, watching as the sun slowly climbed up into the sky. When the sun had gone high enough that it no longer appeared to touch the mountaintops, Last Breath finally spoke up.

“I’ve always loved the sun, you know.” Taking Alex’s silence as an invitation to explain, Last Breath continued. “You probably think that’s strange for a creature that lives underground, don’t you?”

Alex quietly weighed his options before responding. “A few days ago, I might have. But now…” Tilting his head back, Alex stared up at the warm, life-giving orb high above them. “Now I’ve started to think of you as an exception to your race. Is that why Chrysalis set you to watch over me? Because you’re different?”

To Alex’s surprise, Last Breath just laughed humourlessly, almost sounding like he was choking on something. The choking laughter continued until Alex began to worry about his friend’s safety before it abruptly cut off.

“Different? Oh, that’s rich.” Last Breath’s voice was full of bitterness when he spoke, like he was cursing the very idea. “You’re wrong. Ah, how wrong you are. In fact, a lot of changelings enjoy lying out in the sun.” His head tilted backwards, his eyes staring up into the mighty sun. “It’s a pity. I’m sorry I could never show you what my species is really like.”

“Last Breath?” Alex asked, resting one hand on an upraised knee as he turned to look at his oddly acting friend. “What are you talking about?”

“You want to know what makes me different from all the other changelings? You’re asking the wrong question. A better question would be ‘what are changelings?’ Let me explain.” Inhaling deeply, Last Breath prepared to reveal the secret he had been hiding.

“You remember when I told you that changelings are creatures of magic? What do you think that means? Does it mean that we can live without food or water? Does it mean that it’s almost impossible for us to be killed? Does it mean that it’s impossible for us to live in a normal society, always forced to be on the outside looking in? Only able to live a lie if we want to have something other than the hive?”

The changeling laughed mirthlessly, his shoulders shaking slightly while Alex watched him in concern. “It would be simple if that was the case, wouldn’t it, Alex? We’re powered by magic, by the energy of love. A cruel joke, don’t you think? Only able to live on love, but who could love something like us?”

“I tried once, you know,” Last Breath admitted, staring down at the ground. “I left the hive. Several years ago, I told the Queen that I wanted to see more of the world, that I wanted to try living with some ponies and earn the love I needed instead of always stealing it.”

“What did she say?” Alex asked, leaning in as he listened to the story.

Last Breath almost glanced over at Alex before turning to look up at the sky instead. “I know what you’re thinking. You think that she would refuse me. Well, you’re wrong. You may only see a power-hungry despot, but to us, she is our mother. Our Queen. She tried to talk me out of it, but when that didn’t work, she gave me enough energy to survive on my own for three months and told me of a good small town that was mostly secluded from the rest of Equestria.”

“I was… happy, then.”Last Breath’s voice turned wistful as he recounted the time he had spent with the ponies. “I can’t even remember the name of the town, but I do remember the friends I made. They thought I was a pegasus by the name of Sky High.” He laughed bitterly. “They never knew what, who, I really was, and I could never tell them.”

“It broke my heart, having to hide from them. Slowly, I started to drift away, started to seclude myself more and more. One day… I slipped up.” Last Breath lay down on the ground, resting his head on his forelegs as he continued to recount his tale.

“Because I had stopped spending time with them, I stopped receiving love from them. I didn’t even realize it, but I gradually starved myself. When a changeling becomes love-starved, our higher thought functions shut down. We act only on instinct, lashing out in order to obtain love through force.”

“How can you get love through force?” Alex asked quietly.

In response, Last Breath bared his teeth. “These fangs aren’t just for show. Piercing the flesh of our victim, we suck out their blood. It’s the only time we can ingest anything material. Normally, anything we eat is simply stored within our body until we purge it. But taking blood is not a simple process. It’s a very traumatic experience. For both the changeling and the victim.

Catching something in Last Breath’s voice, Alex knew he had to ask the lead-in question. “Who was it?”

Last Breath remained silent for several minutes before he finally responded. “A unicorn. Her name was Dazzle Day. She was my closest friend, and… I think she may have wanted to become something more. I met her as Sky High and lured her into my house, and there…” Alex put his hand on Last Breath’s shoulder as the changeling trailed off, silently supporting Last Breath.

“I transformed in front of her and attacked her.” Last Breath’s voice was empty and emotionless as he described what had happened. “When I came to, she was unconscious and bleeding heavily. I fled. I’ve never once looked back.”

“The Queen had known that would happen. I found out afterwards that I wasn’t the first changeling to try and leave the hive. It always ended poorly. Without exception, the changeling would starve and go mad. Some were caught. Some took their own lives. Without Queen Chrysalis, starvation always leads to madness.”

“Chrysalis?” Alex asked, confused. “What does she have to it?”

“Everything. Without her calming presence, we become ravaging monsters. She’s able to telepathically sooth us, control us. Prevent us from lashing out blindly at everything around us. It’s the second last role of our leader, has been that way for as long as the changelings have existed. But… even with her, starvation only leads to one thing.”

“Death.”

Last Breath nodded somberly. “Yes. After we succumb to the starvation, we only have a little while left to live. It can be as short as a few days, or as long as a few months. It all depends on the individual.”

Alex’s finger’s tightened their grip on Last Breath’s shoulder. “Breath, you’re starting to scare me.” Increasing the strength of his grip, Alex pulled Last Breath’s shoulder, turning the changeling around to face him. “What are you-?” Alex gasped in shock when he made eye contact with the changeling, his hand falling loose and free.

Where the changeling’s eyes had once been clear and green, their reptilian slits taking in all that they saw, now they were becoming lost in a murky sea of crystalline blue. The pupils were faded, barely visible behind the same blue mirror that Alex had seen in the eyes of every other changeling except Chrysalis. Last Breath’s head fell back on his forehooves and he slowly looked up on the sky.

“I… don’t have much longer. I wish I could have helped you find a way home, but it looks like this is it for me.”

Alex scooted next to Last Breath and pulled the changeling into a tight hug. Last Breath returned the hug, his head resting on Alex’s shoulder.

“Could you stay with me?” Last Breath begged, his hooves wrapping around Alex’s torso. “I’m scared.”

__________________________________________

Alex strode through the changeling catacombs, a tiny crackling green flame in his hand giving him just enough light to see where he was going. He had sat with Last Breath for hours, until the changeling’s green eyes had completely disappeared behind the deep crystal blue and the changeling no longer responded to anything Alex did.

Last Breath had said that the flame which Alex now held was supposed to lead him to Queen Chrysalis. Unfortunately, the energy required to make it had been enough to push Last Breath over the edge, and he had succumbed shortly afterwards. Alex had left the unresponsive changeling staring up at the noonday sun, and now followed the gentle tug of the flickering flame as it led him ever deeper into the catacombs. It had seemed like there was still a little left of his friend in that nearly-empty shell.

Eventually, his steps slowed as he heard the sound of music coming from ahead of him. As he followed the trail of the song, the green fire he held in his hands sputtered and died.

Your life has been just perfect,

I’ve been with you, watching over you since you were small.

You’ve always been at my side, someling with who I always could confide.

Your life has really did have meaning after all.

As the song trailed off, the unseen singer closing the lamination, he finally reached the source of the melody. It was the same large room he had met Chrysalis in only a couple days earlier. Chrysalis herself stood alone in the empty room, standing over an unmoving changeling with her horn aglow, singing down to it. As he watched, she lifted the changeling onto her back and carefully carried it to one of the many open cells that lined the walls.

Gently slipping it down to the ground, she stepped out of the cell. She remained quiet and unmoving for several minutes until Alex nearly made his presence known, but then she bowed her head and stepped towards the changeling. Green ooze dripped from her mouth as she began to create a wall at the entrance of the cell, sealing the changeling inside, and Alex finally realized what was the purpose of this room.

It was a morgue.

Each of those countless sealed cells contained a deceased changeling, both recent and ancient. Chrysalis finished sealing the cell and stood back, looking over her handiwork. Her voice drifted over to the entrance of the room where Alex stood.

“I know you’re there,” she said. “Come here.”

Knowing she was talking to him, Alex slipped away from the doorway and stood by her side. They stood together, staring at the gateway sealing in the latest addition to the tomb.

“Who was he?” Alex asked, lifting his hand and almost touching the wall before he thought better of it and lowered his hand again.

Chrysalis dropped her head until her forehead pressed against the slowly-solidifying gooey wall, her horn sinking into it. “She was Bright Carapace, my personal maid. She was like a sister to me, and had been my closest friend since before I became Queen.” Turning, Chrysalis walked past several cells, listing off names as she went.

“Cold Steel. He had been opposed to the invasion of Canterlot, but served as a commander despite his misgivings. Black Ribbon. He had always had a kind heart, and would always befriend lonely children whenever he was sent out on love collection missions. Mis Givings. She had a harrowing birth, accidently killing her donor, and always refused to leave her hole unless someling was with her.”

Stopping her recount, Chrysalis turned to Alex. “If you’re down here alone, it means that Last Breath has succumbed.” At Alex’s nod, the Queen sighed. “I was afraid of that. That’s what his name meant, you know. He was the last breath of the changelings.”

Seeing the expression on Alex’s face, Chrysalis smiled slightly. “Ah, you don’t understand, do you? Then let me tell you a story. A few months ago, my people fled the Gryphon Empire. The gryphons had nearly discovered us, and we knew we had to leave before they found us. The closest land was this one, Equestria. Our ancient tales told us to never enter this land, but we came anyway. I didn’t know why the tales warned us away at the time, but I do now.”

“Most of my minions succumbed to the starvation while we traveled, losing themselves behind those empty blue eyes. I knew that we had to take drastic measures, or there would soon be many deaths. I proposed an invasion of the capitol, and after some argument, we marched on Canterlot.”

“We lost, but I was able to get plenty of love from the Prince before our defeat. I’ve been giving it to my changelings, trying to help them live as long as possible. But now…” The Queen’s head drooped, her mane falling in front of her eyes. “I’ve used it all up. They have slowly been dying ever since the invasion failed, and they will die even faster now. I will bury all my children as they die, then I too will perish. Only, no one will be left alive to bury me.”

“Hokay, this is getting depressing,” Alex interrupted, cutting Chrysalis off. “Then what about me? Where do I fit into all this?”

Chrysalis laughed, a slight girlish giggle. “You? When you showed up, I nearly gave thanks to any gods that might have been listening. Here you were, a creature simply falling into in my clutches that I could drain for love to save some of my minions. But like a cruel joke, we couldn’t drain you.”

“But then why did you take care of me?” Alex asked, pinching the bridge of his nose. This is getting to be a bit too much for me. “You gave Last Breath enough energy to live for a few days. Why?”

“I don’t really know,” Chrysalis admitted. “I think I wanted for someone to remember us, to remember that we existed. The only ones who know of us are the ponies, and they have watchers to keep us in the Badlands. If we try to leave, they will come with an army to exterminate us. It’s better if we just end quietly. We were never supposed to even exist, after all.”

“Explain.” Alex rubbed at his temples, trying to make the rising headache go away.

“Then I shall tell you another story,” Chrysalis began, her horn flaring as she brightly lit up the room, revealing all the graves around them. “It’s a story I was unaware of before we were flung here, before I found the story etched into the very walls of this hive. Here, the hive of the very first changelings.”

“Let me tell you how the changelings came to be.”

_________________________________________

“Eventually, the swarm left to look for other lands,” Chrysalis said, finally concluding her tale. “I don’t know when or why, but one of my predecessors chose to leave this cursed land and seek another country. We’ve been moving from nation to nation ever since, not allowing any to know of our existence until we reached Equestria. And here… we will die. Fitting, don’t you think?”

“And?” Alex asked, rubbing at his eyes. The headache was getting worse, and it was making him progressively grumpier. “What does it matter?”

“I… What?” Chrysalis was completely blindsided by the question. “Were you not listening? The changelings came from-”

“I heard every word.” Alex swung his arm across, cutting her off. “But you know what? It doesn’t matter. You’re just running away!” Lunging forward, he wrapped his hands around her throat. Chrysalis braced her back legs and pushed against him, matching him muscle for muscle.

“Your vassals trusted you!” he shouted into her face. “He trusted you! And you’re just abandoning them so you can feel better!”

“What do you know?” she roared back, jerking her head back and swinging him on her long neck. “You think it was an easy choice? To let them all die? There’s nothing I can do to save them, and it doesn’t matter anyway! We’re going to die here, it’s just our fate!”

“FATE?” He gripped her neck tighter and closed in on her, his nose almost brushing against her as her continued to scream at her. “There’s no fate involved! All I see is a pathetic woman who isn’t willing to do what she needs to do! What her people expect her to do! There’s just no reason that’s good enough to abandon those who depend on you! You have responsibilities, responsibilities to your people and responsibilities to yourself!”

They stood still for several minutes, matching each other glare for glare. Eventually, the Queen stepped back, allowing Alex’s limp fingers to slip from around her neck. “Fine, then,” she said coolly, her tightly controlled voice hiding the emotion she had just shown, “and what do you recommend, human?”

Alex remained silent for many long moments while the Queen stared at him before an idea occurred to him. It was a horrible idea, and he knew that if he could, he would give up anything to stop it. But it was the only thing he could think of to save Last Breath.

It was also the only idea he had.

“I… may be able to help.”

A Slowly Spreading Touch

The sun was quietly setting on the earth pony-centric Dodge City, the residents beginning to pack up and prepare for the night ahead. A full day had passed since the unremarked events occurred in the changeling hive, events which would soon affect the lives of every citizen in the city.

One pony, by the name of Snap Apple, slowly trundled through the rapidly emptying streets. The nearly empty wagon he hauled coupled with a mostly full bag of bits spoke a silent testament to how well business had been that day. Only a single bushel of apples remained, and he smiled in satisfaction as he thought about how his wife was going to take the news. She had been worried about him going to town by himself, what with all the rumours that had been flying around recently.

“Hey Snap!” Snap turned towards the voice calling his name, and his grin broadened when he saw who it was. A teal earth pony walked up, his alabaster mane and tail fluttering in the wind. The newcomer punched Snap hard in the shoulder by way of greeting, his hoof smacking hard against the other pony’s forest green coat.

“By yourself, huh?” the arrival asked while Snap rubbed at the offended shoulder. “Abby couldn’t make it?”

“Nah, she stayed at home. She’s got to be careful, ya know?”

The teal pony smiled broadly. “Hard to think of it. You, that little farm hick who was always the quietest in our class, a father.” He shook his head sorrowfully. “What is the world coming to?”

“What about you, Corville?” Snap asked, the wheels of the wagon groaning slightly as he pulled the wagon to the side of the road to allow the traffic to pass. “You thought about settling down yet?”

Corville stood up on his rear hooves, flexing his muscles and generally just showing off. “No way. I’m way too much stallion for any mare to handle.”

“Still haven’t found Ms. Right, huh?” Snap asked, rolling his eyes at his friend’s posturing.

Corville dropped down to his hooves, smiling bashfully. “Well, there was that one traveling mare a few weeks back…”

“Didn’t she turn you down flat?” Snap laughed, remembering the story he had heard about in the tavern a couple nights ago. “I think the words Leafy had used to describe it were: “and when he offered to bed her, her blue coat blushed so furiously, Ah thought she was gonna burst into flames” and then she tried to force-feed you that fancy hat she was wearing.”

“Yeah,” Corville sighed wistfully. “She has spunk. When I returned her hat, she told me she was heading to Los Pegasus next, and to come see her some time. But I heard from one of the pegasi that he saw her heading north, so I think she’s playing hard-to-get.”

Snap rolled his eyes at his friend’s obliviousness. Well, so long as he didn’t do anything stupid, there shouldn’t be a problem.

“What about you?” Corville asked, suddenly changing the topic. “I heard a pair of unicorns tried to take your farm a couple days ago.”

Snap waved the question off. “No biggie, ya know? Just a couple of boys with a fancy machine. We chased them off pretty quick once we realized what they wanted. Saw them vanishing off west to Appleoosa.” At Corville’s grimace, Snap gave him a strange look. “What?”

“You haven’t heard, have you?” Corville crept in closer, his voice dropping to a whisper. “There’s been bad rumours comin’ from Appleoosa. Ponies and buffalo have been vanishing, leaving nary a trace behind.”

“You don’t think it’s them changelings, do ya?” Snap asked, his voice lowering as well.

Corville shook his head. “I don’t think so. Our boys have been keepin’ an eye on those buggers, but they’ve been staying in the Badlands, neat and tidy.”

“So what do you think it is?”

“Word on the streets…” Corville paused while Snap leaned in even closer, “that ghoooosts are stealing naughty ponies away.”

Snap just gave Corville a flat look. “Uh huh. And what do you think?”

Corville shrugged. “I dunno. Some say that monsters are prowling the plains, snagging anything they see. Things with multiple heads and more legs then any good creatures should have. Others say the animals are actin’ up, like they know something big’s gonna happen. The wolves were spotted on the move, heading towards Canterlot. Still others say that Nightmare Moon, er, Princess Luna-” That was as far as he got before he got a hoof shoved into his mouth, one very angry earth pony glaring at him.

“Don’t let me hear you speak of the Princess like that again, ya hear?” Snap asked threateningly as he removed his hoof.

Corville spat a few times as he tried to get the taste out of his mouth. “Oh, ick, man. What did you step in?” Glancing down, he noticed something that he hadn’t spotted before. Snap had a black legband wrapped securely around one leg, a small crescent moon wrapped around a brightly shining sun proudly emblazoned on it. “Ah…” he said thoughtfully, “I didn’t know you joined the army.”

Snap lifted his leg, giving Corville a better look at the little legband. After the changeling invasion a few weeks ago, the country had pushed for a standing army to protect the nation’s borders. Princess Celestia had opposed the nobles, saying a full army would be too expensive to maintain for long and that removing the ponypower away from the cities would have a negative effect on the overall economy. It had been Princess Luna who had eventually proposed an alternative.

Volunteers to the army had been given these small bands, which were magically attuned to only be affected by alicorn magic. If either of the sisters wished to call the army, they could summon and teleport anypony wearing one of these legbands to their location. From what Snap had heard, the army was currently sitting at just under 15,000 recruits, though most of them knew almost nothing about actual combat.

“So, what’s it like?”

Snap shrugged at Corville’s query. “Not bad. Show up once or twice a week for training, toss a few apples at some dummies.” At Corville’s smirk, he clarified his point. “Training dummies, so don’t get any smart ideas.”

“Me?” the teal pony asked, radiating innocence. “Why do you think I would get any smart ideas?”

“Because I know you.”

“Harsh but fair,” Corville conceded. Looking up at the sun, he saw that the solar disk had almost reached the horizon. “Alright, I better let you go. Can’t be out after sunset in these dangerous days.”

Looking up at the sun, Snap had to agree. The wheels of the wagon squeaked and groaned as he began pulling the empty wagon toward the farmhouse he called home. “Alright. See you around.”

“Tell Abby I said hi!” Corville shouted as he trotted away. “And let me know when the foal’s born!”

___________________________________________

Enjoy your quiet rest, little ponies, for it shall be your last.

After all these years, my vengeance will finally be realized.

Equestria will finally be destroyed, and all I have to do is watch.

It’s been a long time…

Conflicting Opinions

A pair of ponies slowly made their way through the outskirts of the Macintosh Hills, the large moon high above them covering the world in a silvery, muted light. Most of the animals in the area were scared away by the muffled clanking of their homemade armour, and the only sound they could hear was the wind whistling through the trees. Well, that and the sound of their own loud conversation.

“What, are you kidding?” The speaker, a beige coloured unicorn, glanced sidelong at his companion. “I think you’ve been sniffing the paint chips again, Ronny.”

Ronny Bow glared at the unicorn, her lime green wings fluttering in the cool midnight breeze. “Once. That happened once, Clives. And you never let me forget it.”

Clives Dale nickered softly, pushing a branch out of his path with his shoulder. “Yeah, but what a once it was. The mayor actually ordered you to stay away from his office for a whole year. He still complains to me about finding-”

Ronny hastily cut him off, a slight blush blooming on her cheeks. “Yes, well. I think that’s quite enough of that. But back to what I was saying, I really don’t see the need for us to be out here. The changelings were beaten, they ain’t coming back.”

“Ah, my dear, foolish, foolish, foolish, foolish, foolish-”

“Get to the point,” Ronny said flatly.

“-foolish, foolish, foolish, foolish little cousin. If you thought that, why did you volunteer to patrol the mountains? Oh, no need to answer. I already know it. You’re drawn to my eccentric charm.”

“Ohhhh, don’t even go there.” Ronny ducked as Clives released the branch, the leaves whipping through the air where her head had been a moment ago. “I just thought it would be good exercise. If I had known I’d be stuck dealing with you and your stupid face, I never would have volunteered for this. And I’m not your cousin. The very idea of being related to you… Ugh. It sends shivers down my spine.”

“So let the changelings come! We will crush them beneath our mighty hooves! They will learn that their days are numbered, and that that number is zero!”

“Uh huh.” Whenever Clives got into one of these moods of his, Bonny had learned to just tune him out. They continued down the mountain path, Bonny occasionally catching snippets of phrases like: “-and the ground will run red with their blood! Their blood’s red, right? What do you mean ‘you don’t know?’ Then the ground will run whatever colour their blood is!” or “We will annihilate them! We will crush them into the dirt and bury them in the dust where they belong!”

Eventually tiring of the non-stop natter, Ronney stepped off the path and slipped behind a large boulder. “Hang on a sec, I need to make a pit stop.”

“We will make jelly with their innards and spread it on toast with the sweet butter of justice. Hey, hang on, we shouldn’t split up.” Trying to walk around the boulder, he was forced to retreat under a hail of thrown rocks.

“There is a LADY trying to take a PISS back here! Bugger off!”

“I don’t see any lady,” he grumbled, rubbing at his cheek where a particularly sharp rock had cut him. “Just a crazy mare.” A quiet thud sounded from behind the boulder, like something heavy falling to the ground. “You alright back there?” A slight groan responded after a few seconds’ pause before he heard her voice coming from behind the boulder.

“Yeah, I’m fine. Just slipped on a rock.”

“Do you need me to come back there and hold your hoof? OW!” A small rock flew over the boulder and smacked heavily against the modified cooking pot he wore as a helmet.

After a few minutes, Ronney stepped out from behind the boulder, fixing up her armour. “Well?” she asked. “Are you going to keep staring, or are we going to get moving? The sooner I can get home and back to bed, the better. This place is starting to give me the creeps.”

Clives leered at her as they continued to follow the mountain trail. “Well, I agree that bed sounds like a fine idea-“

“Shh,” she gestured for silence with her hoof, staring into the undergrowth. “Did you see that?” Her voice barely broke a whisper, and he had to strain to hear her.

“No,” he hissed back. “What did you see?”

“I don’t know. Come on, we should take a look.” Staying side by side, the pair cautiously entered the leafy brushwood of the forbidding forest. What had seemed like a routine forest check was starting to take a far more disturbing turn. Clives’ imagination began painting changelings in every shadow. Even the slightest twitch of a leaf hid was a monster preparing to rush out and tear him to shreds.

In the end, he was almost relieved when they actually did find a changeling. It brazenly stood out in the open, watching them with those cold, dead eyes he had heard so much about. The moonlight filtering through the leafy canopy reflected off the monster’s black carapace, giving it a decidedly eerie look. Clives’ legs shook slightly at the sight of one of the monsters he had trained so much to fight, but he told himself it was with excitement and that he was looking forward to the thrill of battle.

“Ronny,” he said, taking a step forward so he stood between her and the unmoving creature before them. “Hurry, go tell the commander. He needs to know the changelings are here.” Their orders were absolute. If changelings were spotted, they had to let someone know, no matter what.

“And you!” he proclaimed at the changeling that was silently watching them. “You thought you would find an easy meal? Well too bad for you, because you found me instead. And I am the meal of your defeat, smothered in delicious mustard. The mustard of your doom.”

“Actually, I have a better idea.”

Clives felt a tinge of heat warm his back as a bright green light flashed from behind him. Looking around in horror, he saw another changeling standing directly behind him. Its glossy eyes reflected the moonlight, the slightest hint of a pair of pupils hidden behind within those blank blue slates. Bonny’s armour fit loosely on the terrifying monster, and it gave him a smug, fang-filled grin.

He barely had time to scream before they were upon him.

________________________________________

In the Court of the Night, Princess Luna idly played with a piece of string, her back hunched over as she slouched in the over-large throne. Another quiet night, same as always. It had been nice of Celestia to arrange for this Night Court, giving Luna an opportunity to reconnect with her subjects after that Nightmare Moon fiasco a few years back. But it didn’t help if nopony ever came to the Night Court, preferring to instead petition Princess Celestia herself during the daytime hours.

Celestia had said that the only way she would be able to get the forgiveness of the citizens of Equestria was to keep trying. Luna understood the wisdom in those words, but it was still hard to remain patient. It had been these same feelings of being a poor second to her sister that had allowed Nightmare Moon to control her actions all those years ago. She remembered that time well, though some of the memories were blurry and fuzzed out, like they had happened to a different pony.

Luna sighed as she vanished the string she had been playing with, glancing over at the pair of her guards by the doorway.  She was about to proclaim an early end to the Night Court – it wasn’t like anyone would notice if the Night Court stopped entirely – when a loud knock on the door heralded the arrival of the chamberlain.

“Your Majesty,” he said, opening the large double doors just a crack and slipping inside before closing them behind him. “We have- I mean-” Clearing his throat, he pulled himself together. “A petitioner to see the Princess of the Night. Shall I let him in?”

“Yes! I mean…” Slightly flustered, since this was the first time anypony had come to see her since the Court of the Night had begun, she hurriedly ran her hooves through her starry mane. “How do I look?”

“Regal as always.”

Luna allowed herself a small smile as she sat up straight in her throne.  “Very good. Then please announce the petitioner.” The chamberlain bowed before slipping back out the doorway.

After a slight pause, he re-entered the throne room, a bedraggled orange pegasus following behind him. The pegasus’ sky blue mane was windswept and unkempt, and he had a wild look to his eyes as he took in the sight of the Princess staring down at him. His cutie mark was a piece of paper with a lightning bolt running through it, and his flanks heaved as he openly panted for breath.

The Chamberlain uneasily cleared his throat. “Will the petitioner-” The pegasus shoved past the Chamberlain, falling to his knees before Princess Luna.

“Please, Your Highness,” he pleaded to the floor, his words stumbling over themselves as they rushed out of his mouth. “Help them! You’ve got to help!”

“Calm yourself, my little pony,” Luna said, trying to think of how Celestia would act in a situation like this. “Help who? Start from the beginning.”

“Beginning. Right.” Taking a deep breath, the pegasus openly tried to calm himself before continuing. From the way his voice shook when he spoke, he didn’t succeed very well. “My name’s Free Flier. I’m a weather pony for Dodge City. I was enjoying a quiet night when I saw it.”

Free Flier hesitated, so Luna spoke up to encourage him. “Do not worry, citizen. You’re safe here. Please tell us, what did you see?”

“I saw,” he shuddered, but bravely continued anyways, “the town was overrun.  I had been sleeping out on a cloud to enjoy the quiet night air, which was probably why they didn’t see me. But I woke up when I heard the screams. When I looked, I saw that the city was ablaze with green flames. We had been warned about the possibility, but nopony really expected it to happen. The changelings invaded us before we even knew they were moving.”

Luna grimaced. She had heard about when the changelings had invaded Canterlot, though she herself had been asleep when it happened. Free Flier continued his story, not noticing the expression on the Princess’ face.

“All the cloud houses had already been brought down to the ground. I think they wanted to prevent news of the invasion from getting out, and captured the pegasi first. I fled, seeking help. Please, Your Majesty,” he pleaded again. “Please save them.”

“I will,” Luna promised. Turning to the guards as she stepped off her throne, she quickly fired off orders, her regalia falling at her side as she casually discarded them. “Please see our guest to one of the guest rooms and send word to the rest of the guards and my sister. We will leave within the next three hours.”

“No!” Free Flier protested before hastily backpedaling at the look the Princess of the Night gave him. “I mean… I want to go with you. And can we leave right away? I’m worried about the foals.”

___________________________________

Less than half an hour later, Luna and Free Flier were riding on Luna’s personal chariot, which was being pulled by the two pegasi that had been in the courtroom. Their wings silently sliced through the pre-day air as the flew towards their destination. The moon was approaching the horizon, and Luna knew she would have to stop to lower it before they reached Dodge. The last time she had left it in the sky so she could enjoy the sight, Celestia had given her an earful about ‘cleaning up her clutter’. Luna had blown Celestia off at first, but she had woken up the next evening to find Discord’s statue slipped into her bed.

Celestia had made her point clear.

Luna looked over her shoulder at Free Flier, who didn’t seem to notice her appraisal. His head was stuck out over the edge of the chariot, watching the ground pass by far below them. She had wanted to leave him behind for his own safety, but he had continually insisted until she accepted his presence. Besides which, she couldn’t rightfully keep him away from his own home.

Her eyes flickering over to where the moon awaited her, Luna considered the events of the past hour. She had left orders with the Chamberlain for a battalion of guards to be outfitted and to follow after her as soon as they were ready. Luna herself was going to try and save the captured foals before the guards arrived, but she hoped they caught up shortly afterwards. She wasn’t sure if she could take the entire army by herself, even with a surprise attack, but the idea of leaving the foals in the clutches of those monsters for a second longer than necessary grated on her heart.

“Are you alright, Your Majesty?” Luna’s ears twitched as the question caught her off guard, and she looked down to see the orange pegasus staring curiously up at her. Luna tried to smile reassuringly, burying her own worry deep within her.

“Yes, I’m fine. I’m just worried about the foals.”

Free Flier sighed and leaned against the side of the chariot, his feathers fluttering in the pre-dawn air. “I know what you mean, Luna. I’m worried about my friends too, of course, but the innocent foals don’t deserve to go through this.”

Luna nodded, silently agreeing. The younger generation had always been precious to her. It was well-known throughout the country that Luna had a soft spot for children of all species. The way Free Flier kept mentioning them made her a little suspicious that he was manipulating her, and the way he had casually dropped her name was a little suspect as well, but her worries overwhelmed any trepidations she might have been feeling. The little foals didn’t need to go through this, and she intended to rescue them as soon as possible.

They continued in silence for a while, the bat-like wings of Luna’s guards creating a sharp whistling noise as they sliced through the air. Eventually, Luna called up to them.

“Steady out, please. I need to focus.” The guards nodded slightly, their wings straightening out as they glided through the air. Free Flier looked at her curiously, and Luna answered the question in his gaze. “I need to concentrate on lowering the moon. I will to have to ask you to remain silent until I’m finished.”

Free Flier bent his neck slightly and stood back as Luna’s horn flared brightly. The Lunar Princess felt the same sense of euphoria she always felt as her magic wrapped around the place that had been her home – or her prison – for a thousand years. Despite having touched the moon with her magic more times than she could count, the feeling of her magic brushing against it always filled her with mixed feelings of insignificance before its might and elation for being able to control it. Even as she wrapped the moon in her magical embrace, she extended her senses further, out to the countless number of stars that twinkled in the night sky like innumerable diamonds. As the moon began to dip out of the sight, the stars began to vanish one by one, winking out to where they would await her calling them back the following night

As the moon disappeared beneath the horizon, clearing the way for the sun, Luna felt a sudden impact strike her in the back of her neck. Brought to her knees by the force of the unexpected blow, she turned her head to see Free Flier standing over her, a cruel smile creasing the edges of his mouth.

“Just as I thought,” he said maliciously as the guards shouted at him, which he confidently ignored. “You and Celestia both drop your guards when you work with the sun or moon. That’s why you normally make such a large production out of it.”

Luna tried to blast the evil creature with a beam of magic from her horn, but the feeling of tiredness she always felt after working with the moon combined with the sense of vertigo from the surprise attack caused her spell to fizzle and fade before she could fire it off. At the same time, a spiralling black horn grew on Free Flier’s forehead. Green energy blazed from it, striking Luna hard in the side and slamming her against the side of the chariot.

Luna tasted the iron tang of blood on her tongue as she glared up at the creature that had masqueraded as a pegasus. Struggling to get her legs underneath her, her pride refused to allow her to bend neck to the monster before her. “Do you think,” she spat, “that my sister will let you get away with this? She had let you escape in her mercy to lick your wounds last time, changeling, but this time there will be no quarter given.”

Free Flier glanced at the front of the chariot, where the guards had finally managed to slip out of their harnesses and were clambering over the front in order to take him down. A bright green wave washed from his horn, knocking them both back and sending them tumbling end over end out into the lightening sky. The chariot, now unsupported, began to freefall towards the ground far below, the wind ripping through Free Flier’s and Luna’s manes. Green flames licked up Free Flier’s body, slowly transforming the orange coat into a hardened black exoskeleton. Within seconds, Free Flier was no more. In his place stood a large changeling with green eyes and long green hair, her long legs allowing her to stand taller than even Luna herself.

“I will worry about Celestia later,” Queen Chrysalis said, turning her attention back to the injured alicorn lying on the floor of the chariot. “As for you…” Chrysalis’s horn flared brightly and a green beam of energy shot from her horn, striking the Lunar Princess hard in the face and throwing her from the chariot. The last thing Luna heard before the cold dark embrace of unconsciousness claimed her was the sound of the rushing wind roaring through her ears.

Chrysalis watched emotionlessly as the two guardponies swooped down after the plummeting Princess, their wings beating rapidly as they tried to reach her before she hit the ground. The chariot was wrapped in a flickering green aura, halting its descent as Chrysalis worked her will upon it. Her wings buzzed as she stepped off the hovering chariot, the first rays of the dawning sun beginning to paint the clouds all around her in a beautiful multi-hued spectrum. The caretaker of the sun was as yet unaware of the fate that had befallen her younger sister. That would come later.

As for the caretaker of the moon… Chrysalis looked down to see that Luna’s guards had almost caught up to her and would reach her before she hit the ground, though they were close enough to the trees that covered the landscape. Chrysalis sent out a mental command to her minions in the area, giving them the command they had been waiting for. As ruler of the changelings, she had the unique ability to speak with them telepathically, something no other changeling could do.

The silent forest seemed to erupt as dozens upon dozens of changeling burst from their hiding places in the trees, mobbing and overwhelming the surprised guards within seconds. Chrysalis watched as her minions caught and ensnared Princess Luna, carrying her and the now-unconscious guards up to where Chrysalis waited. The Changeling Queen turned and flew off, her minions and the empty chariot following her as she flew towards Dodge City.

________________________________________

Alex sat on the side of a fountain in Dodge City, his hands wringing a brown hat he had found abandoned in the street and questioning the decision he had made for what felt for the twentieth time since he had made it. Other than the changeling who had once been Last Breath standing at his side, there were no other living creatures in sight. The place was like a ghost town.

Everything was his own fault, and he knew it. In order to save one race, he had inflicted pain and suffering on another. How had this happened to him? He was just some random college student! What gave him the right to decide the fate of a world that wasn’t his own? Staring at the hat clenched in his hands, he idly wondered what the previous owner had been like.

What had been their hopes? Their dreams? These thoughts ringing in his skull, he dropped the hat onto his head. So I don’t forget. He could only hope the price was worth it, and he would do everything he could to keep that price as low as possible.

A low buzzing heralded the return of Queen Chrysalis, and Alex looked up as she landed before him, several changelings following behind her. The changelings split off, some of them depositing Princess Luna at his feet while the several others carried two bat-winged ponies into one of the nearby buildings. Alex rushed to Luna’s side, breathing a sigh of relief when he saw that she was just unconscious.

“So it worked?” he asked, looking up at Chrysalis. If something had gone wrong, he was going to have a lot more weight resting on his conscious. Her fanged smile did little to reassure him.

“Perfectly.”  Her multi-faceted eyes stared into him, weighing him. “I’m surprised at how well it worked, actually. For someone who claims not to be from around here, you certainly know a lot about the Princesses and the Bearers.”

Alex remained silent, uncomfortably pressing a hand against Luna’s side. He forced himself to look down at her, not allowing himself to look away from the pain he had caused. He knew, better than anyone, that things were going to get worse before they got better.

“Fine, keep your secrets.” Chrysalis huffed, slightly perturbed. Though she didn’t allow herself to show it, she was concerned about the amount of knowledge the human she had teamed up with possessed. His motivations were clear, but she was certain there was something more about him. Despite his bleeding heart, that he couldn’t watch as an entire race died in front of him, there were still several things he continued to hide from her. Hiding even, she felt, from himself. He had been as easy to manipulate as she had been told, but several things about the entire situation still made her uncomfortable.

Unconsciously running a hand through Luna’s mane, surprised at how… ethereal it felt, Alex looked up at the changeling Queen. “And you’ll keep your end of the bargain?”

Chrysalis waved a hole-riddled forehoof, easily waving Alex’s question aside. “Of course. A deal’s a deal. It benefits me to avoid killing any of the ponies anyway. All the residents of this city are safely tucked away in collection pods, little changeling eggs attached to each pod. Within the next few weeks, the first baby changelings in years will be born!”

Pressing his hands against his knees, Alex heaved himself to his feet. “You certainly seem to be enjoying yourself,” he pointed out.

She grinned her familiar fanged grin at him. “Oh, I certainly am. My changelings have a chance for survival, and Celestia’s got no idea about what’s about to happen to her. Now, as for you…” Chrysalis sent out a mental command, and three dozen changelings landed in a circle around her and Alex.

“I’ve already given them their orders,” she said. “They will obey you as if your words were my own.” They would also keep her informed of his actions, but she felt no need to tell him that. Two of the changelings flew forward and grabbed Alex by his arms, while several more picked up the unconscious Princess Luna.

“Wait,” Alex commanded. The changelings holding his arms released him, and he turned away from the Queen. Leaning down next to the changeling that had been sitting next the fountain with him, he wrapped his arms around it and hugged it as tightly as he could. The changeling was unresponsive, leaving Alex feeling like he hugging a statue. “I’m sorry I couldn’t do more for you,” he whispered into its ear.

Releasing the changeling, Alex walked back over to where the pair of changelings waited. Spreading his arms out wide, he allowed the pair to get a secure hold on them. Their wings buzzing fiercely, they lifted him off the ground while several others carried the comatose Princess Luna.

Queen Chrysalis watched as the group flew off in the direction of the old hive. It was funny. Despite appearing only six days ago, the creature – no, the human – really had changed so much. For the first time in what felt like months, she felt like she really did have hope.

It had taken a full day for him to describe everything he could think of, and several hours more for them to develop a plan that they thought could work, but she really did think that it was going to work. Especially since she had replaced Luna’s chamberlain with one of her changelings before she entered the throne room, meaning nopony in Canterlot knew where the Night Princess had gone.

A slight green flicker beside her head heralded the arrival of a piece of parchment and a quill, both wrapped in a green glow. Unrolling the scroll, Chrysalis’ eyes skimmed it before she found what she was looking for. A satisfied smile showing her fangs, she ran the quill across a single line before carelessly crumpling it and dropping both items on the ground.

Now, she thought as she turned back to her minions, bright green flames licking up her sides, I’m going to enjoy this. As she walked, two changelings stepped forward before they were promptly covered in green flames, transforming themselves into bat-winged pegasi and strapping themselves to the front of the chariot that Luna had been riding in. Chrysalis climbed onto the back of the chariot, her dark mane flowing in a non-existent wind and her feathered wings stretching to their fullest extent before snapping tightly against her sides.

“Now,” an outside observer would have spotted Princess Luna giving commands, to the fully outfitted royal guards before her, “to Canterlot.”

The dropped piece of parchment fluttered in the wind as the disguised Queen was carried to the center of Equestria. It continued to beat in the breeze as hundreds of changelings lifted off from the ground as one, following behind their ruler. The fluttering parchment eventually landed face up, revealing the words emblazoned on it to the world.

Princess Celestia

Princess Luna

Princess Cadance

Shining Armor

Twilight Sparkle

Rainbow Dash

Pinkie Pie

Applejack

Fluttershy

Rarity

Withheld Explanations

A quiet groan. Princess Luna groaned quietly as she regained consciousness, her body feeling restricted and restrained as she shifted slightly. Her eyelids fluttering as they slowly opened, her sluggish mind struggled to remember the last thing that had happened.

Chrysalis…

It all came back to her in a waterfall of memories. The false pony, the changelings, the attack on her chariot… Luna’s hoof shot forward instinctively, or at least, that was her intention. Instead, her hoof sluggishly crawled forward, stopping when it hit something solid with a dull thump. Caught by surprise, it took her a moment to understand her situation.

She was held upside-down in a strange green cocoon, which was suspended from the ceiling. The cocoon was filled with some sort of highly viscous liquid, though, much to her surprise, she was able to breathe it without any difficulty. Her horn sputtered and sparked as she tried to fire off a spell to release her from her present predicament, but the liquid seemed to be draining her magic, and her spell fizzled out before she could release it. She glared at the entrapping cocoon as she tried to figure a way to escape.

“Don’t bother,” a voice said from the side, startling her out of her reverie. The voice was slightly muffled to her ears, since it came from outside the cocoon, but she was able to hear it clearly regardless. Looking to the source of the voice, her eyes widened in surprise as she saw the creature that had spoken. The cocoon gave off a slightly pulsating green light, and it was enough to for her to make out the outline of what stood before her. Two arms, two legs, bipedal… A creature she had never seen before. She, the mare of the night, who monitored the dreams of every animal under the moon, had never seen this creature before. She, who had once perverted the very fabric of nature to create a dark army to overthrow her sister, had never heard of a creature like this.

“It’s no use glaring at me, Your Highness.” Had she been glaring? She hadn’t realized. Her mind raced as the creature continued to talk, saying something about the cocoon being impossible to escape, how even Celestia hadn’t been able to escape it, blah blah blah. Honestly, she wasn’t really paying attention. The presence of a new creature – one that had allied itself with the changelings – answered a lot of questions in her mind while raising several others in return.

She only knew of one individual in all of existence who was capable of creating new creatures from nothing. If Discord was involved, things were suddenly a lot worse than a mere invasion into Equestria. She needed to get back to Canterlot. Now.

Alex’s explanation petered and died out as he realized that his captive audience, while captive, wasn’t being much of an audience. He really wasn’t comfortable acting like this, kidnapping and imprisoning an innocent mare, but he hoped that she would understand when he explained the situation to her.

Heh, he thought, as he realized what his mind had just said. Innocent mare. Only a few days in this world, and he was beginning to think like the locals. Was it something in the water? Or was there some ambient magical effect in the air that was affecting his mind? That would help explain why he hadn’t been freaking out over the entire situation.

His shoulders slumped as he realized he had yet another worry to add to just how horrible the situation was for him. Not only was he trapped in another world, but his mind was being suitably altered. How much longer until he could no longer be sure that his thoughts were his own? How could he even be sure that his thoughts were still his own?

It was all starting to seem so pointless.

Luna stared at the strange creature as he seemed to collapse in on himself. This was certainly not how she would have expected her prison guard to act. Especially not after the last time she had been imprisoned…

No. She would not let her thoughts go there. That was no longer her life, that… monster was no longer who she was. She had to put Nightmare Moon behind her, if she ever expected her subjects to do the same. She was the co-ruler of Equestria, and she had to do what was best for her country.

Opening her eyes, Luna gazed at her captor. “What are thine intentions, foul villain?” Hearing the words escape her mouth, she blushed slightly as she realized what she had just said. Curse this infernal modern tongue! She was getting better at it, but she still had a tendency to revert to the ancient way of speaking whenever she became stressed or anxious.

Alex looked up at her, not seeming to notice her slip-up. He gaped for a second before seeming to realize what she had said and pulling himself together. He smiled self-deprecatingly as he walked over to where she was encaged, absently reaching out and pressing the palm of his hand against the cocoon.

“Villain, huh?” he mused. “I guess I am. I want to do the right thing, but I don’t know what that is. Either I abandon an entire race to die, or I bring pain and suffering to innocents who have done nothing to deserve it. Do you know what that’s like?” he asked, looking directly at her. “To know that, no matter what choice you make, it will be the wrong one?”

Princess Luna’s gaze slid away from him, unwilling to meet his eyes. “Yes,” Alex said quietly, “I suppose you do.” Turning away from her, he walked over to one of the surrounding walls and sat on the stone floor. Leaning against the wall, he made himself comfortable before he began his explanation.

“You asked my intent earlier. Basically, I want to help the changelings. And before you ask,” he added, holding up a hand, “no, I have no connections to them. I arrived here only a week ago, and I had never met a changeling before that. I’m sure you don’t care about the details, so I’ll give you the short version. The changelings are dying. They don’t have enough energy to survive for much longer.”

Seeing that he had Luna’s full attention, Alex began gesturing with his hands as he began explaining in more detail. “Chrysalis told me that, since the failed invasion in Canterlot, over a hundred changelings have starved to death. That’s nearly a quarter of the entire hive.”

Luna blanched as she quickly worked out the numbers that her captor had told her. If a hundred changelings made up ‘nearly’ a quarter of the hive, that meant there were still three hundred changelings ready to swarm Canterlot. Even at full force, the day and night Royal Guards combined had only about a hundred guardsponies at any time. There hadn’t been any major conflicts in Equestria since Luna herself had tried to overthrow Celestia, and Celestia had let the army languish until it eventually vanished.

Not that Luna could really blame Celestia for the decisions she had made, since Luna had to admit there really wasn’t a need for a standing army anymore. The dragons mostly kept to themselves, only passing through Equestria during their migrations. The zebras were secretive, and largely kept to themselves, though there were the odd exceptions. Most ponies didn’t even know they existed!

The gryphons were even less of a concern. Because of the ancient treaties Luna had managed to arrange nearly four hundred years before she became Nightmare Moon, both countries would do everything in their power to help the other country if they needed it. Luna had always been proud of that little accomplishment. Even after all these years, the unassailable honour of the gryphon tribes meant that they still respected the old treaties, even if they usually didn’t come out of their aeries.

Come to think of it, Luna noticed a lot of similarities between what had happened at that time and what the creature was telling her now. At that time, a widespread famine had been gripping the gryphons, causing them to go out and hunt anything they could find for food. Even ponies. Luna (with some help from her sister) had managed to arrange for large quantities of meat to be shipped to the Gryphon Mountains, narrowly averting a war in the process.

“If you wanted to help the changelings, you could have asked for assistance,” Luna pointed out. She barely even cared that she suspended upside-down in a glowing green cocoon anymore. This sort of thing was her passion. “Were Queen Chrysalis willing to bend knee to me and my sister, we would not have allowed her people to die out.”

A gust of air escaped Alex’s nose as he laughed lightly. “You know, I suggested the very same thing. But Queen Chrysalis told me that there just isn’t enough time. She said that the last changeling – namely, herself – would starve within a week or two. If we tried to request the love they needed, they would all be dead before anything could be done to help them. Besides, she said there was a reason that she couldn’t bow down to you.”

Seeing the look Luna was giving him, Alex waved it off. “I’ll get back to that. Anyway, Chrysalis knew that any action that she took against Equestria would end with you and your sister hunting her down. Those guards that had been posted all around the Badlands made that clear. So without a clear plan, she had been forced to watch as her followers died out.”

“That’s why we came up with this plan. The first step was to capture you.” He gestured at the cocoon she was trapped in. “Mission accomplished. The second step is to capture Canterlot itself. To do that, Chrysalis is going to take your form and send Celestia off on a wild goose chase somewhere. Since Chrysalis doesn’t have any more of the energy she took from Shining Armor a few weeks ago, a direct fight with Celestia would be completely out of her league.”

“Once Celestia’s gone somewhere, the changeling army will move in. By the time Celestia returns, Chrysalis should be in control of the city. At that point, she will give Celestia a simple ultimatum; ‘give me and my people the love we need, and I will return your city and your sister to you unharmed.’”

Luna growled as she finally realized her role in all this – a hostage. “And you think my sister will succumb to this… this terrorism?”

Alex sighed, resting his head back against the smooth stone wall behind him. “Honestly? I don’t know. I can only hope it all works out.”

The both remained silent for several minutes, each lost in their own thoughts. Alex was thinking about all the ways things could go wrong, while Luna tried to think of a way to escape before she became a burden to her sister.

“You said there was a reason the Queen couldn’t bow down to me and Celestia,” Luna eventually stated, unable to think of a way to escape. “What were you talking about?”

“Oh, that?” Alex uneasily scratched at an eyebrow. “Well, keep in mind I only know what she told me…”

____________________________________________

Chrysalis felt the wind blowing through her – or rather, Luna’s – mane as her changeling guards flew her down to the Canterlot Royal Palace. The place was as magnificent as she remembered. The spiraling towers grandly reaching up towards the sky, the polished marble walls beautifully reflecting the sunlight, the wondrously clear crystalline windows… Beautiful.

And it had almost been hers.

Only three weeks ago, the throne had nearly been hers, as it should have been hers. Now she was willing to do whatever she had to just to save her subjects. The carriage hit the well-maintained grassy lawn of the Canterlot Gardens with a barely-noticeable thump and smoothly rolled to a stop.

Pathetic, she thought, as her indigo hooves daintily landed in the short grass, the noontime sun beating down on her darkened coat. The ponies here are so weak and soft that they frivolously waste time and resources in keeping some place most ponies will never see, while it’s all my subjects can do to survive a single day more.

No, she wasn’t jealous.

The place did look nice, she had to admit. Except for that one ugly statue tucked away in the corner. Why did Celestia feel the need to leave such a hideous piece of art out in the open? Did she enjoy the sight of such a misshapen creature screaming in agony? If so, Chrysalis felt her respect for Celestia rise. Something about the statue tugged at her mind for a moment, but she easily pushed it aside. She had more important work to do.

Removing that piece of artwork from her thoughts, the changeling Queen set off towards the castle proper, her two subjects following in her footsteps. The rest of the swarm was hiding out of sight, waiting for the Queen’s command to strike. It had taken most of the morning to get them in place, and the castle inhabitants were moving around as they started to prepare for lunch.

Entering the castle, Chrysalis made her way through the well-lit corridors. She was struck by how completely different to the dark and dreary ancient changeling hive she now called home. Looking around at the decorations lining the dazzling white hallways, she realized that she really did prefer this place to her own. Spotting a servant pushing a trolley filled with food, Chrysalis made her way over to the white pony.

“Excuse me, citizen,” she said, trying to replicate what she remembered of Luna’s voice, “could you tell me where I might find my sister, Celestia?”

The servant bowed to her, one hoof holding on to the trolley. “I don’t usually see you during the day, Princess Luna. Princess Celestia should be finishing the morning court right about now.”

Nodding her head at him, Chrysalis brushed past the servant, not noticing the odd look he gave her. Deciding it was none of his business how the younger Lunar Princess acted, the servant shrugged his shoulders and continued pushing his burden down the hallway.

Now then, Chrysalis thought as she made her way towards the throne room, remembering the layout of the castle from her first time here. I think the throne room was just down here… Oh! Turning a corner, Chrysalis was caught off guard as she spotted Celestia and Cadance together in the hallway. The pair was standing right next to a window overlooking the castle grounds, and something outside was holding their attention.

Chrysalis considered sneaking off and coming back later, since she wasn’t ready to face Cadance just yet. Ironically, the Princess of Love was going to be the biggest threat to the plan. Wavering for a moment, Chrysalis realized she had no choice. She only had half a day before Luna was supposed to raise the moon. If she wasn’t firmly in control of Canterlot by then, everyone would realize there was something wrong.

“Sister, it is good to see you.” Celestia and Cadance turned at the sound of Chrysalis’ voice, smiling as they saw what appeared to be the Lunar Princess approaching them. Celestia’s eyes flickered behind Chrysalis, spotting the two guards following behind her. “We hope this day finds you well.”

Celestia cocked an eyebrow at Chrysalis’ words. “Are you alright, Luna?”

Chrysalis felt the creeping tendrils of panic slipping up her spine. Had she already slipped up? Was the entire plan going to fall apart already? If she was caught now, nothing would save her or her people. Calm down.

Fortunately for Chrysalis, an increasing ruckus from outside the window caught Celesia’s and Cadance’s attention, giving the Queen a moment to recover. Chrysalis couldn’t see what it was, but whatever it was caused Cadance to turn and run down the hallway with nary a farewell to the Celestial Princesses.

As Celestia’s attention turned back to Chrysalis, the disguised changeling smiled openly at her, trying to give off an impression of ‘nothing wrong here’. “Forgive us-me, sister.” Chrysalis sighed at her slip up. Her mind rushed as she tried to think of an excuse. After what Alex had told her of Luna and Celestia’s relationship yesterday, what would make her drop the subject? Aha!

Chrysalis smiled internally as she realized what would work. Celestia and Luna had had a bad relationship in the past, and were trying to overcome it. Why not… twist the knife a little? Acting like she was unwilling to explain, Chrysalis began to spin her story. “It’s just- Well- I was invited to a village this morning. It really does feel like the ponies are beginning to forgive me after…” She trailed off into silence, testing Celestia’s reaction.

As Chrysalis had hoped, Celestia remained silent, awkwardly averting her gaze. Ahh, Chrysalis thought smugly. Leverage. Before she could have any more fun with Equestria’s elder monarch, a green tendril of flame flew in through the open window before coalescing into a rolled piece of parchment in front of Celestia.

“Excuse me for a moment,” Celestia said as she grabbed the parchment with her magic. Chrysalis waved for her to go ahead as Celestia’s magical aura unrolled it. Celestia’s eyes skimmed down the letter, becoming wider and wider as she read what was written on it. Once she finished, it vanished with a slight pop.

“What happened?” Chrysalis asked, seeing the panicked expression on Celestia’s face. Instead of answering, Celestia turned and ran down the hallway. Chrysalis hesitated for a few seconds before following, her minions chasing after them. Ponies leapt out of the way as the group ran down the hallway. “Sister!” Chrysalis shouted. “What has happened?”

“Twilight Sparkle’s in trouble! I fear that I asked too much of her!” Celestia yelled back over her shoulder, her hooves screeching against the floor as she rounded a corner.

“Twilight Sparkle? But she was the one who um, yes,” Chrysalis hedged as she tried to remember what she had been told about Luna’s return, “defeated us. What could be too much for her?” Chrysalis’ disguised hoof slammed into the opposite wall as she rounded the corner after Celestia, slightly cracking the wall as she did so.

“You mean you haven’t sensed it?” Celestia’s incredulous voice asked from up ahead as they sped through the hallways. “Discord’s prison has been weakening this past week. He’s unleashed some sort of creature on Ponyville and another one southeast of here. I need to gather some guards and take them to Ponyville.”

“You don’t say…” Chrysalis mused. The Badlands were southeast of here. So, some creature named Discord’s how Alex arrived at my hive. That could prove useful later. “But,” she shouted after Celestia, “but wouldn’t the guards just slow you down if they’re facing against something like Discord? If Twilight needs help, you should go to her as soon as you can.” Celestia slowed down, her horn glowing as she turned back to Chrysalis.

“You’re right,” she said. “I’ll leave things here with you for now. Be careful. In addition to Discord, I’m also worried about what the changelings are doing. Shining Armor told me he hadn’t heard back from the ponies that had been sent to watch them. They were supposed to report back this morning. Be careful. I’ll be back as soon as I can.” Her horn flashed brightly for a moment and she vanished.

Chrysalis stared at the spot Celestia had been standing, not quite sure what had just happened. She had wanted to figure a way to get Celestia out of Canterlot, and one literally fell into her clutches as soon as she arrived? It was too perfect! Turning to her two guards, Chrysalis flashed them a confident grin.

“We have work to do before she returns. Come.” Striding down the hallway, Chrysalis dropped her Luna disguise, the two guards bowing at her words. Green flames flickered across all three of them as they donned new disguises. Their new forms in place, Chrysalis sought out a servant while her minions disappeared down a different hallway.

Spotting the same servant from before pushing another trolley, Chrysalis walked up to him. “Could you please inform Shining Armor that I wish to see him in my room? Alone.”

The servant bowed down to her, both his hooves pressed flat against the floor. “At once, Princess Celestia.”

___________________________________________

“IMPOSSIBLE! I WILL HEAR NO MORE OF THESE LIES!”

Alex flinched at the volume of Luna’s reaction to his story. “That’s just what she told me,” he said, trying to calm her down. From the glow of her eyes and the way that lighting seemed to be flashing within the cocoon, it wasn’t working.

“BE SILENT!” she proclaimed, the force of the Royal Canterlot Voice pushing Alex back on his heels. “YOU KNOW NOTHING! I WILL NOT LISTEN TO THESE INSULTS ANY LONGER!”

“But-”

“GET OUT OF MY SIGHT!”

I Have You Now, My Pretty

Shining Armor, Prince of the Crystal Empire, easily danced through the spears of the Captain candidates as they tried to take him down. The lower ranked guards stood in a circle around him and the seven candidates, cheering them on and making bets about who would win. After Shining Armor had retired from his role as Captain of the Solar Guard to marry the mare of his dreams a few weeks ago, he needed to find someone to replace him.

However, none of the candidates came anywhere near what he wanted for his replacement. Three unicorns, three pegasus, and one earth pony. Each of them followed the forms he had drilled into them flawlessly, and that was why it was so easy for him to predict what they were going to do. Ducking under the outthrust spear of one the pegasi, he swung his own spear across, smacking the pegasus on the helmet hard enough to make the poor sap’s eyes cross.

Sidestepping as the pegasus collapsed to the ground, Shining Armor watched with disapproval as one of the unicorns tripped over the prone pegasus. Calmly twirling his spear above his head with his magic, Shining Armor easily blocked two more thrust spears from the pegasi above, tangling the wielders together while his rear hooves shot out, clanging loudly against the armour of the earth pony that had been sneaking up behind Shining Armor and dropping him like a ton of bricks.

The three unicorn fighters surrounded Shining Armor, the one that had tripped having recovered in time to join them, looking for weaknesses in the ex-Captain's guard as his spear floated alongside his head. For his part, Shining Armor only watched them, disapproval shining bright and clear in his eyes. The Captain of the Solar Guard was one of the highest positions in the entire Royal Guard, equal to the Captain of the Lunar Guard. Only the Commissioner of the Royal Guards was ranked higher, and that post was appointed directly by the Princesses themselves. The idea of giving the title to one of these buffoons, when they couldn’t even organize themselves to take him down, felt like a rank insult.

The unicorn on his left attacked first, seeming to spot an opening in Shining’s defences and charging in. Unfortunately, he had only seen what the former Captain had wanted him to see, luring him into a trap, and a single thrust hoof knocked the charging unicorn out cold. Shining dropped to his knees as another spear whipped through the air as it passed through where his head had been a moment ago. Taking advantage of his position low to the ground, Shining slipped in close to his attacker before bringing his head up, pressing the tip of his horn gently but firmly against the other guardspony’s exposed throat. The unicorn dropped his spear in surrender, and Shining Armor backed up, allowing the defeated unicorn to slink into the surrounding crowd.

Turning to the last candidate, Shining Armor leapt to the side as a blast of blue magical energy shot out from the other unicorn’s horn, charring the ground where he had been standing. The surrounding audience booed and hissed at the offender, since using magic attacks in a physical sparring match was seen in poor taste. The guard ignored them and fired off another blast, trying to overwhelm Shining Armor before the former Captain could recover his footing.

With a thought and a slight glow of his horn, Shining Armor smoothly raised a magical shield between himself and the attacking guard, and the beam shattered when it struck the shield. Shields and barriers were Shining Armor’s speciality, and he was arguably the best in the entire country. But barriers weren’t used for just defence… With a bright flash of his horn, he created a strong barrier all around his opponent, trapping the guard in a shimmering purple spear.

The guard gave the entrapping sphere a cursory poke with his spear before lower the spear in surrender, accepting defeat just as the previous guard had. Banishing the orb with a thought, Shining Armor looked around at the audience who had been watching the fight. He could see the tell-tale glint of golden bits changing hooves, as bets were paid out and the winners collected his winnings. A not inconsequential part of him was annoyed at how few bits were actually changing hooves – most of the audience must have been betting on him. Even the rest of the guard thought his potential successors were nothing in comparison to him.

“SHINING ARMOR!!”

The white unicorn turned to the voice calling his name to see Princess Cadance making her way towards him, fury clearly written across her face. His wife’s pink wings quivered with rage as she stormed across the courtyard, Equestria’s best and bravest tripping over themselves as they scrambled out of her path. As Equestria’s only mortal alicorn, the authority and the respect she commanded was only slightly below that commanded by the Celestial Sisters themselves.

Even though he was the focus of all the rage she was emanating, Shining Armor could not help but think about was how beautiful she was. He had been so lucky to have met her while she had been babysitting his little sister. It had taken him weeks to work up the courage to ask her out, and he had been astounded when she accepted. These thoughts dancing through his head, he barely noticed when she stopped directly in front of him.

“Shining?” she said sweetly, her voice positively brimming with sarcasm. “Didn’t we already have this talk?”

“Aw, come on, dear,” he said, wrapping a hoof around her neck and pulling her in close. “I told you, I have to do this.”

Cadance sighed as she leaned into her husband’s strong embrace, sighing slightly as her own gentle nature suppressed her anger. “I know, but I’m just worried about you getting hurt.” She glanced up as Shining Armor snorted rudely before trying to pass it off as a normal laugh.

“Hurt?” His helmet was wrapped in a purple glow as he easily levitated it off his head. “Against these guys? If I thought they could hurt me, I wouldn’t be so worried.” Placing the helmet gently on Cadance’s head, he smiled kindly as she staggered slightly under its weight.

“Then what are you trying to prove?” she asked. Her own blue magical glow wrapped around the helmet, forcing it off her head before placing it on the ground at her hooves.

“It’s just…” he hesitated before a slight prod got him to continue. “These guys just don’t know how to fight. Some of them make up for it; Trillie’s the best organizer I know of, Salt’s great at hunting criminals, and Chocolate’s wonderful when dealing with the public. But… a Captain needs to be more. Somepony the rank and file can look up to. These guys are great guards,” he looked over at the surrounding group, the ponies who had been watching him fighting starting to disperse as they went off to enjoy the rest of their lunch break, “but being a Captain is different from being a guard.”

Cadance took a step back, staring her husband straight in the eyes. “You’re worried,” she said simply. At his nod, she stepped in close to him, nuzzling his cheek with her own. “Is it because of Twilight’s letters?”

He smiled ruefully as he nuzzled her back. Was he really so transparent? “Twi’s letters are part of it,” he admitted. “But I think something’s going to happen. It’s just a feeling I have, but I’ve learned to trust my feelings. Something big is going to happen soon.”

“But no matter what happens, we’ll face it together.” Cadance brought her head up, gently kissing him on the lips. Smiling, he kissed her back, and the couple stood together in a loving embrace until a gentle cough caught their attention. Turning, they saw one of the castle servants standing nearby.

“Prince Shining Armor?” At Shining Armor’s nod, the servant smiled. “Sorry to interrupt you, sir, but Princess Celestia has requested your presence in her room.”

Shining Armor raised an eyebrow at the servant’s statement. That’s odd. Whenever Princess Celestia wanted to talk to him, she would either call him to the throne room or come out to see him herself. “Now?”

“Yes, sir.”

Cadance picked up on Shining Armor’s feelings. “Maybe she has something she wants to show you?” she suggested. “But she didn’t mention anything out of the ordinary when I saw her… Maybe Luna brought something?”

“I don’t know,” he said, leaning in for another kiss. “Sorry, we’ll have to continue this later.”

“I’ll look forward to it,” she promised, the gleam in her eyes making him looking forward to it as well. Picking up his helmet, he carried it with his magic as he left the courtyard. Unnoticed behind his back, two ponies dressed up as members of the Solar Guard approached his wife while he was leaving. The pair said something to her, and she left the courtyard with them shortly after.

______________________________________________

Chrysalis sat in the room of the Solar Princess, her disguise in place as she awaited the arrival of her next victim. She grinned to herself, twisting Celestia’s visage into a horrifying expression that looked unnatural on the benevolent ruler’s face. Catching a glance of her face on a nearby mirror, Chrysalis quickly schooled her expression into the warm mask that Celestia always wore.

Her eyes wandering around the room as she awaited Shining Armor’s arrival, she marveled at just how… fitting the whole place seemed. The room gave off a feeling of welcoming calm, from the decorations on the wall to the curtains lazily flapping by the open balcony door. Celestia’s decoration sense had a penchant for warm colours, with white and yellow dominating the entire room. The walls were painted with the colours of a sunrise, smoothly blending into one another.

Looking around the room, Chrysalis saw a smaller door set in the back wall. Curious, she walked over to it and threw it open. The very first thing that struck her was the absolute difference between the two rooms.

This room was mostly barren, only a single large bed and a nightstand were within. There was only one window, but it was covered in a heavy curtain, smothering any light from outside. The entire room – walls, floors, ceilings, bed – was painted black. The only breaks in the inky darkness were tiny little specks of white randomly scattered throughout the room. It was like walking into the night sky.

Completing the illusion was a large moon, painted directly above the center of the bed. The craters in the moon were carefully placed, giving the impression of a horned pony’s head. Celestia must have commissioned this entire room as a tribute to her sister, so that she would never forget her during Luna’s thousand-year banishment.

Hmph, Chrysalis scoffed. Foolish sentiments. Chrysalis’ roving eyes were caught by a single object on the nightstand. As the only item on the nightstand, it stood out like a sore hoof. Her curiosity piqued, Chrysalis got closer to take a better look. Picking it up in her magic, she cautiously floated it in front of her, slightly surprised by what she saw.

A picture frame. The ruler of Equestria – possible the single strongest magical creature in existence – slept with a picture frame next to her bed. Even without testing the frame, Chrysalis could feel the magical power radiating from it. Whatever was in it, it had absorbed a great deal of love energy over the years. The idea of ripping it open and extracting the power held within this frame made Chrysalis’ mouth water, and she absently wiped away the drool with a hoof before flipping the frame over to see what was held within it.

A foal’s scribble awaited her gaze. Drawn in crayon and yellowed with age, it showed three ponies of differing heights close together. All three of them clearly had wings and horns drawn on, and the shape made Chrysalis think that they were all mares. The tallest one, a white pony with a red mane and tail, stood in the center of the picture. Her cutie mark was a feather quill and a piece of parchment. In her hooves she held a much smaller pony, this one a light blue with an azure mane and tail. Beside her stood another white pony, this one with a pink mane and tail. Neither of the smaller alicorns had cutie marks.

Three words were written on the page, arrows connecting a word to a pony. The smallest one, held in the hooves of the largest one was labelled “Luna”. The next largest, the one with the pink mane, was simply labelled “Me”. And the last one…

“Mother,” Chrysalis read aloud, her voice a nearly-silent whisper. Chrysalis stood silent for several minutes, staring at the little picture, remembering a time long past. A happier time, spent with the mare that she thought of as her own mother. The mare hadn’t even been a changeling, but she had loved Chrysalis despite knowing the truth about her. Alas, that happy memory could now be nothing more than a memory.

Sighing deeply, Chrysalis returned the frame to its place on the nightstand. Preparing to leave the room, she hesitated one final moment to look back at the crudely-drawn picture. She had been powerless then, and had lost everything because of it. Even though it had happened a few decades ago, she still remembered it as clearly as if it had happened yesterday.

“That creature is a monster! We need to kill it now, before it kills us in our sleep!”

Never again.

A knock on the entrance to Celestia’s room caught her attention, and Chrysalis stepped out of the bedroom, closing the door firmly behind her. Looking over at the mirror, she checked to ensure her disguise was perfect before calling out to whoever desired her attention. “Enter.”

The large doors swung open silently, allowing Shining Armor into the room. “You called for me, Princess Celestia?” he asked formally, bowing down to her.

She inclined her head to him in return. “Yes. Thank you for coming at such short notice.” She gestured to the open balcony doors before leading Shining Armor outside. The pair stood in silence, staring out at the magnificent city below them. Chrysalis took in the sight, gazing out at the beautiful architecture all around them while Shining Armor waited in silence.

“You’re probably wondering why I requested your presence,” Chrysalis said eventually, breaking the silence.

“The thought had crossed my mind,” the white unicorn admitted, a slight hint of sarcasm creeping into his voice. Chrysalis only laughed, a slight buzz overlaying Celestia’s normal chuckle, causing Shining Armor to look up at her strangely.

“Before we get to that,” Chrysalis laughed, waving her hoof out over the view before them, “I want you to tell me what you see.” Shining Armor glanced up at her, wondering what the princess was getting at, but she only gestured into the open air once again.

“I see Canterlot,” Shining Armor said, walking up beside the disguised Queen. “I see the houses of the rich nobles, followed by the houses of the less rich. I see ponies walking the streets, going through their daily business. The streets are full, packed with civilians wandering the city.”

“How about there?” Chrysalis asked, pointing with a hoof.

Shining Armour’s gaze followed the white hoof, which was pointed directly at the side of the mountain that Canterlot was built on. Squinting his eyes, not sure what Celestia was getting at, he stared until a flicker of movement caught his attention. A tiny black dot flew out from behind the mountain, immediately followed by several dozen others. Focusing as hard as he could on the dots, Shining Armor gasped when he realized what they were.

“Changelings!” he exclaimed, taking an unwilling step away from the onrushing changeling army. “Don’t worry, Your Majesty. I won’t let them near us.” Shining Armor quickly began focusing as much magic as he could into his horn, preparing to cover the entire city in a protective force field. He could feel the slow build of magical force, as it slowly built to an overwhelming crescendo.

“No, I don’t think that’s going to happen.”

A bright flash of green light blazed before him, and his eyes widened in shock as Princess Celestia disappeared, replaced instead with the fearsome Queen who had completely overwhelmed his mind once before. “You!” he gasped, leaping back and getting into a low defensive crouch. His horn continued to blaze a brilliant purple as the shield spell continued to build up.

“Hmmhmmhmm,” Chrysalis laughed, brushing her limply hanging mane out of her face. “Me.” Her wings buzzing slightly, she flew over to Shining Armor until she stood directly before him. “It’s good to see you again.”

“Too bad I can’t say the same,” Shining Armour snarled, taking a steady step back.

Chrysalis threw her head back, laughing openly at her prey’s declaration. Her hoof came up, cupping Shining Armor’s chin and forcing him to look directly into her eyes. “Do I really mean so little to you? And after all that time we spent together,” she teased, her fangs glinting in the purple light cast by Shining Armor’s horn.

“You mean nothing to me,” the Prince proclaimed, angrily slapping her hoof away. Just a few more seconds… The spell was almost ready. He just needed a little more time.

“Aw, don’t be like that,” she cooed, bending her head down and getting right in his face. “Your love was so… delicious. How could you act like it was nothing to you?”

“What do you want?” he demanded, taking another step back. Almost ready… Need to keep her talking.

“Want?” Chrysalis asked playfully, her wings buzzing as she flew above his head. “What I want is to occupy Canterlot. And you… are going to help me.”

Shining Armor released a laugh at that, completely caught off guard by her brazen declaration. Sobering up almost immediately, he glared up at the Queen. “You must be joking. Why would I help you?” He practically spat out the last word.

“Out of your lingering feelings for me?” Chrysalis asked hopefully. At Shining Armor’s continued glare, she let out an overdramatic sigh. “Then I guess…” the large doors to Celestia’s room were thrown open, creating a loud bang as they slammed against the walls. Shining Armor glanced over at the sudden noise, recoiling in horror at what he saw, the light cast by his horn flickering and died as the building shield spell dissipated into nothingness. “I’ll just have to be satisfied with a consolation prize,” the changeling Queen finished.

Three changelings entered the room, dragging along a struggling pony behind them. The pony was wrapped in green goo, her legs and wings pinned and unable to move. A firm rope was wrapped around her waist, tying her to one of her captors. If Shining Armor raised his shield to throw the changelings out of Canterlot, the mare would be thrown out with them.

“Dear!” Shining Armor yelled, trying to rush over to Cadance’s side. His wife was bound and gagged, green ooze covering her mouth but leaving her nose exposed. She looked up at him, fear shimmering in her large purple eyes. Shining Armor’s run was brought up short when the Queen flew in front of him, landing on the ground with a slight thud.

“Ah ah ah,” she said, her horn glowing threateningly. “Don’t want to do anything foolish, do you?” As Shining Armor stopped, she let the glow fade. “There's a smart Prince. I like a stallion who knows his place. Now, you're probably wondering about my intentions. My changelings are going to come in and occupy the city. Since I made a deal to avoid hurting any ponies, that’s where you come in. You’re going to quell any potential uprisings and prevent anypony from fighting back. If you don’t…” Her hoof wavered over Cadance’s head threateningly.

“Wait! I’ll… I’ll do it. Just please,” he begged, “don’t hurt her.”

“Excellent!” she exclaimed, happily banging her hooves together. “Oh, and before I forget…” Green flames flickered up her body, transforming her once again. “In case you get any funny ideas about fighting back, don’t bother. Your wife isn’t the only Princess we’ve captured.”

“You… you monster!” he yelled, taking a step back from the Queen, who now stood before him in the form of Princess Luna. She only laughed girlishly, raising one hoof before her mouth.

“Oh, you sweet-talker, you,” she teased. “Now,” gesturing to the open doorway, she motioned for him to go ahead, “we have work to do.”

Shining Armor cautiously walked past her, not tearing her eyes aware from the Queen as he approached the door. As her got closer to his wife, two of the changelings blocked his path, preventing him from getting any nearer. Her pleading eyes bore into him, and he gave her a weak smile before exiting the room, trying to put on a brave façade for her. Once he was out of sight, his head drooped and he had to fight the urge to let out a scream of rage.

Chrysalis walked over still in Luna’s form, bending down to whisper one last taunt into Cadance’s ears before she followed after the defeated Prince.

“Don’t go anywhere.”

Queen vs Prince

Princess Cadance struggled futilely against the bonds that held her. Her captors stood dispassionately as she twitched on the ground, her movements restrained by the green goo that smothered her entire body. If they were even aware of her being there, they certainly didn’t show it. She had tried to engage them in conversation a few times, but had found no luck there.

The changelings seemed to ignore her for the most part, dispassionately standing at her side like statues. One could be forgiven for thinking they weren’t even alive. The only reaction they ever gave was smacking her horn whenever she tried to cast a spell, breaking her concentration and her magic. As the hours passed and the sun slowly crawled towards the horizon, Cadance felt the creeping fingers of despair claim her. Screams could occasionally be heard from outside, and Cadance knew rescue would not be coming.

Cadance groaned as she shifted her body, trying to get comfortable. The muscles in her wings were becoming cramped and she just wanted to get loose enough to give them a good stretch. As she tried to roll onto her other side, loud hoofsteps echoed in the hallway outside. The doors to Celestia’s room were thrown open with a mighty crash as the changeling Queen proudly strode through them. The Queen was humming to herself, looking happier than Cadance had ever seen her before.

Chrysalis smiled down at her captive Princess, the dying rays of the setting sun casting sharp shadows on her face and turning the smile into something wicked. “Princess Cadance,” she buzzed arrogantly, “I hope you can forgive me.”

The captive Princess looked up in confusion as the goo covering her mouth melted away, freeing it for the first time since she had been captured. “What-” Her hoarse voice rasped against her own ears, and she took a moment to lick her lips, grimacing at the taste that still lingered on them. “What are you apologizing for?”

If anything, Chrysalis’ grin widened. “Why, for not greeting you properly. I come all this way to take everything you think is important away from you, and I don’t even say hello.” Her chitinous plating shifted as her head came down, her merciless eyes staring deep into Cadance’s own. “I hope you can forgive me, my dear.”

“You’re a monster.”

Chrysalis’s expression remained unchanged. “Oh come now, is that the best you can come up with? I’ve been hearing much worse insults today. Oh, that reminds me,” she buzzed, the tone of her voice remaining light and casual, as if she was only discussing the weather with a friend, “do you know any good places for executions around here? I was thinking of making an example of somepony, but there’s no point if I can’t show it off. So? What do you think?

A stunned stare was Cadance’s only response, and she stared up in open-mouthed horror at the creature before her who could so easily talk about murdering somepony. Her mouth worked noiselessly as the Queen only watched in amused silence. Unknown to Cadance, Chrysalis was entertaining herself with the roiling turmoil of Cadance’s emotions.

Moving the changelings into the city had been as successful as she had hoped. Most of the citizens had locked themselves indoors as soon as they saw the changeling army walking up the street, and Shining Armor had stopped any guards from starting a fight. There had been one worrying moment with a group of pegasi wearing some blue uniforms, but Chrysalis had put a stop to that pretty quickly. The group – they had said they were called the Wonderbolds or something – had refused to listen to Shining Armor and had tried to jump Chrysalis.

“Get out of the way, Shining!” The leader, an orange pegasus with a fiery orange mane, tried to break through the pink barrier Shining Armor had raised. “Why are you protecting the leader of those monsters? If we can take her down, we can end it right now!”

Inside the sphere, Chrysalis arched an eyebrow as she looked up at the five ponies striking the protective barrier. Despite wanting to give the orange pegasus a verbal lashing for calling her minions “monsters”, she chose instead to remain silent. She was curious to see how Shining Armor would deal with this.

“I can’t let you do that, Spitfire!” he yelled out, barely straining despite having to maintain a barrier against eleven strong pegasi. “She’s captured Cadance! And maybe Princess Luna as well!”

“So?” Spitfire yelled back. “The country will survive without the Princesses. We have a duty, Shining Armor, a duty to protect the country! Princess Celestia would never forgive us if we let Equestria fall or if we allowed citizens to be hurt in her absence! If you can’t do it, then stand aside, and allow the Wonderbolts to take care of it!”

“I…”

Oh, that wasn’t good. Shining Armor was starting to have second thoughts. Chrysalis could sense as his emotions shifted, torn as he was between his duty as a husband as his duty as a former Captain. She enjoyed feeling his torment as he was torn between conflicting loyalties, but only when she was the one tormenting him.

Her horn blazed a bright emerald green, a beam of light shooting out and catching the orange pegasus in the face. The beam passed through the barrier easily, since it wasn’t supposed to take shocks from the inside. The pegasus was sent flying into a nearby house, her blue uniform black and smoldering.

“CAPTAIN!” Ten voices shouted, and the ten other uniformed pegasi descended upon their leader, gently supporting her as she struggled to stand on her four wavering legs. Chrysalis watch as several changelings dropped on the group, quickly subduing them and pinning the eleven ponies to the ground.

“Things are going to change, Captain.” Chrysalis stated as she calmly strode out of the protective shield as Shining Armor dropped the barrier. “I think you need some time to learn that.” She nodded to the changelings restraining the pegasi. “Take them away. I’m sure the castle has dungeons somewhere. If you can’t find any, then take them down to the police station and lock them in a cell or something.”

“You’ll never get away with this,” one of the pegasi snarled as he was hefted into the air.

Chrysalis rolled her eyes at the blue pegasus. “Yes, yes. Of course I’m not. Really, is that the only thing you heroes can say? I’m getting tired of hearing those words. If you think you can stop me, than stop me.” As the Wonderbolts were dragged away by the changelings, Chrysalis turned back to Shining Armor, her bright and sunny demeanor making it seem as if nothing out of the ordinary had happened.

“Now then, where were we?”

The changeling Queen smiled in reminiscence as she thought about the scene that had unfolded. More importantly, she needed to finish what she had come here to do.

“Let’s see…” she mused, idly tapping the floor with a hoof as she stood up straight. “Who would make a good example? What do you think?” This question was aimed at one of the changelings surrounding Cadance, but it didn’t respond. Chrysalis frowned at it for a moment before turning back to Cadance. “Well, he was no help. What about you, Princess? What do you think?”

Cadance didn’t say anything, silently glaring up at Chrysalis.

The Queen grinned down at her before turning and striding out the patio doors. The cool evening breeze blew all around her, throwing her limp mane behind her in the dying sunlight. That’s strange, she thought idly. Shouldn’t the sun be lower than that by now? Ah, doesn't matter. Putting it out of her mind, she turned back to her captive.

With the sun at her back, her large shadow was projected into the room, landing on and covering the pink princess. Chrysalis smirked at seeing the mare who had once defeated her brought low. “It’s funny, really. Because of you, I nearly had to watch as all of my subjects died before my eyes. Now, you’re going to be their saviour.”

With a slight moan, Cadance shifted so she could get a better look at her captor. “Because of me… What are you saying? Shining Armor and I threw you out of Canterlot. We did nothing to you other than that.”

“And why do you think we invaded in the first place?” Chrysalis’ wings buzzed as she slowly became more and more agitated. “We had nothing. We were starving to death, and had to take drastic measures to survive.” Her eyes glazed over as she talked, focusing on a point past Cadance. Her voice took on a wistful tone as she recounted those painful days. “Ever since then, I’ve been burying my children one by one, unable to do anything to help them. Do you know how painful it is for a mother to bury her children?”

Her eyes shifted back to Cadance, and her grin returned wider than before at seeing the tears brimming in the alicorn’s eyes. “But that’s all in the past now. I will always hate you, but that isn’t important now, is it?”

“Why would you hate me?”

Chrysalis sighed, her mane fluttering wildly in the strengthening breeze, dark clouds beginning to cover the evening sky. Looks like a storm is about to hit Canterlot. “You mean other than you causing the death of my children? I know what you are. A mortal alicorn. A genetic throwback to the Golden Ages, a time when the only ponies in the world were alicorns.”

“Oh, don’t look so surprised, Princess. I know everything. I know the alicorns vanished one day, and the three pony tribes bearing their gifts rose in their place. I know Celestia and Luna were only foals when it happened. And I know there have been many mortal alicorns born since then – yes, alicorns just like you.”

“How-how do you know that?” Cadance gasped. “Only members of the royal family are supposed to know that!” Not even Twilight Sparkle, Celestia’s own student, should know about that!

A cheerful laugh escaped Chrysalis’ throat, continuing until she stomped one of her hooves against the ground. “I didn’t know the details, I just guessed. It’s so nice of you to confirm it for me.” At Cadance’s grimace, Chrysalis laughed again. “You’ve never been tricked like that before, have you?” The smile slid off her face as she slowly began walking towards her captive, her horn glowing as she shut the patio doors behind her, large raindrops beating against the clear glass.

“Of course you haven’t,” Chrysalis continued, a frown forming on her face. “You’ve always been the beloved little princess. Never having to work for anything, never having to do anything. You would just sit there and look pretty, and everything you ever wanted would be brought to you.” As Cadance’s gaze slid to the floor, Chrysalis stamped a hoof directly in front of her face. “It should have been mine,” she snarled.

“What are you saying?” Cadance wheezed, slightly panting for breath. The ropes and ooze were starting to feeling really constricting, like they were crushing her to the floor.

Chrysalis’ frown vanished, replaced with a horrifyingly predatory smirk as she slowly brought her head down so her mouth was right next to Cadance’s ear. “What I am saying,” she whispered, “is that-” Lighting flashed outside, brightly illuminating the entire room in blinding white light, the roaring thunder stealing away the changeling Queen’s words.

Cadance’s eyes widened in horror as Chrysalis stepped back, the grin on the changeling’s face broadening and darkening. “No,” Cadance murmured. “That… can’t be true. That’s… that’s a lie.”

“It’s no lie,” Chrysalis said simply. “My predecessors left records in the form of carvings on the walls of the first changeling hive.” She looked down at the still-muttering Cadance, slightly pitying the captive princess. She knew what Cadance was going through. She hadn’t believed it at first either.

Chrysalis waited for several minutes while Cadance processed what Chrysalis had told her before loudly clearing her throat. “But I think that’s enough talking about the past, wouldn’t you agree? Now we’re going to talk about you instead, and what you’re going to do to save your husband.”

Cadance came to life at that, squirming in her bonds. “Don’t you dare hurt him!” she yelled. Her horn sputtered for a moment before one of the changeling guards strikes her, causing the spell to fizzle and die.

Circling around Cadance like a shark, Chrysalis continued teasing the Princess. “Oh, but what fun it would be! Just think about it. The public execution of the Crystal Prince, former captain of the Royal Guard, and the pony who had stopped my invasion force before. Thousands would come to witness it! We could make it a national holiday.”

The Crystal Princess remained silent, glaring up at Chrysalis with hatred burning brightly in her eyes. Her teeth were bared, and every word she spoke had to force itself out past her clenched jaw. “Don’t. You. Dare. Touch. Him.”

“Feisty, aren’t we?” Chrysalis asked, idly looking at the bottom of her hoof. “So then, Princess, what are you going to give me instead?”

“But I don’t have anythi-”

“I’m not asking much,” Chrysalis interrupted. “Just a token, really, a trifle. You’ll never even miss it. What I want from you is… your love.”

Cadance blinked, slowly running her tongue across her upper lip. “My love?”

“You got it, sweetie. I know that you’re the alicorn of love.” She pointed at the crystal heart proudly emblazoned upon Cadance’s flank. “You’re going to give me some of that love, and I will not publicly execute your husband. Actually, I’m in a good mood, so I will not execute anypony at all. So? Have we got a deal?”

Cadance remained silent, staring down at the floor at Chrysalis’ hooves for several minutes. A defeated expression on her face, she didn’t say anything as her horn began glowing. One of the changelings went to strike her, but Chrysalis waved him away, a greedy expression on her face.

From the weak light of Cadance’s horn, a tiny stylized heart slowly drifted away from her. It gently drifted upwards, stopping directly in front of the face of the changeling Queen. Chrysalis watched it, mesmerised. She could feel the power encaged in this tiny heart, and a mad grin spread across her face.

With all the speed of a serpent, she snapped at the floating heart. Her sharp fangs pierced through the heart’s core, causing cracks to through the impaled heart. Lighting flashed at that moment, and the room seemed to vanish in a flash of pure while light for a split second before everything exploded.

The windows all burst as a bolt of purest electricity tore through them, striking the changeling Queen like the wrath of a vengeful god. The lights ruptured, throwing the entire room into near darkness. Only the slightest amount of light from the sun trickled in through the roiling clouds, which had now covered the entire sky. The only sound in the room was the pounding rain and roaring wind, tearing through the broken windows. Then, after several seconds of relative silence had passed, another sound could be heard.

Laughter.

“Haha ahaha haaahahaha haHAhaHAAHAHAAAAHAAA!!! AMAZING!” Chrysalis stood mostly unharmed in the center of the room, the floor smouldering at her feet. “This POWER! It’s even stronger than I had imagined! It’s even stronger than Shining Armor’s love! This is far more power then I had ever dreamed of!”

Cadance lay silently weeping at Chrysalis’ hooves. Whatever happened now, it would be her fault. She knew it. Through the haze of tears, she saw the Queen blazing with a corona of power, illuminating the entire room. Three bolts of energy blazed out, hitting the three changing guards directly on their horns. All three of them fell to their knees, and as Cadance watched, she was able to see as one of the changeling’s eyes shifted.

The clear reflective blue faded and was lost, instead revealing clear green pupils much like the Queen’s own. After a few seconds, all three changelings unsteadily got to their hooves. The three looked around at the darkened room, mild expressions of surprise and interest spread on their faces.

What just happened? Cadance wondered, watching as the changelings seemed to transform from emotionless drones into self-aware creatures.

As for the changelings, they eventually stopped looking around and bowed to their Queen. “Your Majesty,” one said, a slight buzz barely perceptible in his masculine voice, “what is your command?”

“Rise, Innocent Sin, Fallen Roses, and Last Breath. I-” Chrysalis’ ears flattened, and her head whipped around as she stared out the broken patio doors. “-have something I need to take care of,” she finished. Her wings buzzed as she slowly lifted off the ground. “See that our guest is taken care of. Treat her well” The changelings saluted her as she flew into the raging storm outside.

The three changelings looked at each other before looking down at Cadance. One of them shrugged – she honestly couldn’t tell which – and bent down beside her. “Princess Cadance, right?” At her nod, it smiled kindly at her, its feminine voice echoing slightly. “My name’s Fallen Roses. I hope we can get along.”

_________________________________________

Queen Chrysalis’ wings buzzed furiously as she flew through the empty streets of Canterlot. The pounding rain beat at her thick carapace, while the occasional bolt of lightning flashed in the skies above.  Her wings faltered and she dropped to the cobbled streets, her hooves beating against the ground as she raced to her destination.

She had received a mental communication from one of her drones calling for her, and the sound of fighting could clearly be heard over the deafening thunder. Roaring green flames burned ahead of her, despite the best efforts of the skies above to extinguish them.

As Chrysalis reached the location of the battle, she gradually slowed to a stop.  A large crowd of ponies filled the wide open space, most of them without any protection from the rains. Off to the side, a light green unicorn with a lyre emblazoned on her flank and a slightly mad look in her eyes created a haunting melody from a lyre floating before her.

Chrysalis turned away from the madpony, focusing instead on the scene before her. In front of the train station, a single white unicorn fought alone against several changelings. As she watched, he struck another changeling with the shaft of the spear he levitated alongside him. The changeling dropped, joining the others already twitching on the ground as the unicorn deflected a magical blast from another changeling.

Flying over the heads of the assembled ponies, Chrysalis landed on the roof of the train overlooking the battleground, her hooves slightly denting the metal plating. The changelings stepped back, dragging the injured bodies of their companions away and flying up to the rooftops of the nearby buildings. The white unicorn turned to look up at her, his spear gripped firmly in his magical embrace. Chrysalis casually stepped off the train, landing before the white unicorn.

“Did I misjudge you?” she asked him. “Shining Armor?”

___________________________________________

Shining Armor gritted his teeth, the point of his spear drooping towards the ground. “This isn’t a revolt,” he murmured, just loudly enough for her to hear him. “It’s just me.”

“Then why are you doing this?”she asked. At his silence, she closed her eyes. Though he couldn’t have known it, she was reviewing the memories of the changelings that had been tailing him. She watched through their eyes as the train arrived at the station at the same time as Shining Armor. The doors smoothly slid open, revealing a single purple unicorn with a white feather braided in her tail.

“Ah…” Chrysalis mused, watching as Shining Armor attacked the nearest changeling while the purple unicorn ran for her life. “You’re buying time for your sister to escape. Twilight, I believe her name was?”

Shining Armor fumbled his spear, quickly catching it again before it hit the ground.  “How do you- No.” He shook his head. “You’re not going to hurt her. Either of them.” He pointed his spear directly at Chrysalis, levitating it only inches away from her face. “This is between you and me.”

She blinked, her eyes crossing slightly as she tried to focus on the spear in front of her before firmly pushing it away with a hoof. “Taking your responsibilities personally? Fine with me. Your wife already bartered for your life. I’m not going to kill you…” Her horn blazed, blasting him back with a mighty wave of green energy. Bystanders covered their faces as the roaring wind whipped past them, thrown back by the strength of the Queen’s spell. “…though you might wish I would,” she finished.

Shining Armor landed heavily in a puddle, his hooves splashing in the water that covered the area as he dashed to the side. Focusing his power, he launched his spear directly at her face. With a blast of magic, she knocked it aside, where it embedded itself in the street directly in front of some of the watchers. The wall of ponies stumbled away from the embedded spear while the music coming from the green unicorn’s lyre sped up as the battle intensified.

Firing off bolts of energy, Shining Armor tried to circle around behind the Queen. One, two, three, four, five bolts of purest magical energy tore over the cobblestones, causing the air to ripple as the blasts tore through it. Chrysalis calmly raised a shimmering green shield, and the pinkish energy blasts struck uselessly against it before Chrysalis fired her own blast in return.

Hastily raising a defensive barrier, Shining Armor gasped in shock as the green energy beam struck his shield, demolishing it like it wasn’t even there. Lightning tore the sky apart as the Prince was knocked back, his impromptu flight ending when he struck a nearby building hard enough to leave cracks in the wall.

Wiping at a trickle of blood slowly seeping from a cut above his right eye, Shining Armor leapt back to the street below. His legs buckled beneath him as he landed, but years of training and service kept him on his feet.

Chrysallis calmly walked up to him, a slight smile playing on her face. “You’re not finished already?” she asked. “I’m not satisfied yet.”

“Oh, I’m not done yet.” Bringing his hoof up, he splashed a hooful of the dirty water that covered the streets directly into her face. The Queen grunted as she staggered back, a foreleg coming up to wipe at her eyes. Shining took advantage of her moment of weakness, rushing underneath her upraised leg and thrusting his horn directly into her chest.

His horn sparked as it screeched across her hard carapace, leaving a wide scratch that was unfortunately not deep enough to hurt her. Chrysalis’ raised leg came down, striking the side of Shining Armor’s face hard enough to throw him to the ground.

Reeling after the mighty backhoof, Shining Armor looked up to see Chrysalis charging up another spell, an unusually serious look on her face. Staggering to his feet, Shining Armor stepped back to get enough space to work up a spell of his own.

The unicorn prince and the changeling queen faced each other down in silence, the glow of their horns washing the street in green and pink light. The pounding rain and rumbling thunder was undercut by the melody of the green unicorn’s lyre, as the song she was playing built up to its final crescendo.

Chrysalis fired off her spell first, a mighty bolt of green energy that blazed a hole through the rain, cracking the cobbled street beneath it. Shining Armor responded with a double layered barrier, angled towards the sky. He knew he wouldn’t be strong enough to stop Chrysalis’ spell, so he could only deflect it.

The ground shook and heaved under the stress of the two magnificent spells clashing, several of the watching ponies losing their footing and falling into the wet street. Windows of buildings for blocks around quivered before shattering, screams filling the air as ponies fled the falling glass.

Shining Armor gritted his teeth, the heavy stress of the spell forcing him down to his knees. His horn shining a brilliant pink, he cried out in pain as Chrysalis’ spell slid along his barrier before finally shooting past it. Successfully redirected, the green beam shot towards the sky, tearing off the second story of a building that had been unlucky enough to be in the way. Silence reigned as all present watched the rapidly dwindling spell fly into the sky and vanish into the clouds above.

A green shockwave tore the sky asunder, emanating from where Chrysalis’ blast had vanished. A rapidly expanding circle blew the clouds away, disintegrating the ferocious storm in seconds. The last cloud disappeared, revealing the evening sky behind it. The sun hung in the sky, unmoved from where it rested upon the horizon.

Moans filled the streets of Canterlot as ponies slowly forced themselves to their feet, water dripping off of their fur and running in streams through the cobblestones. Sunlight reflected off the water that covered the streets, filling the world with light.

Shining Armor lay on his side, panting for breath. His horn glowed weakly and his dropped spear flew to his side. Forcing himself to his hooves, his legs shook as they tried to collapse beneath him, and he leaned against his spear for support. His eyesight blurring and the world seeming to tilt beneath him, he was able to make out a black blur standing before him.

Chrysalis’ reverberating voice shook through his body, her sibilant hiss coming from directly in front of him. “I’m impressed you’re still standing,” the Queen’s voice said. “But it’s over. Give up.”

“No,” Shining Armor muttered, his voice barely audible. “I’m… not finished…  not yet. I… will protect…” Images of his little sister and wife flashed before his eyes, and he lost his grip on the world before him. The last thing he knew was the feeling of his chin hitting the cobbled street, splashing in the quickly draining puddles.

______________________________________

“Back, foul monster!” The little filly’s voice came from behind a large pile of books, carefully built into the shape of a wall. After a few seconds, a tiny purple unicorn popped out, throwing a pillow at a small white unicorn colt.

Shining Armor took the pillow to the face before shaking it off. “Wraaaaar!” he roared. “The monster’s going to get you!” Throwing his legs out and making himself as big as possible, he stomped towards the fort of books. The little filly shrieked in laughter before disappeared within the fort again, coming out with another pair of pillows.

The two combatants stared at each other for several seconds before Shining Armor was struck in the side of head by another thrown pillow. Looking over in the direction the pillow had been thrown from, he saw a radiant pink alicorn smiling innocently at him. At her side sat a tiny purple dragon with a light green underbelly wearing a diaper. The dragon was sucking on its tail like it was the most important thing in the world, ignoring the rambunctious ponies around him.

“Get him now, Twilight,” the alicorn mare said, the innocent smile on her face not changing one whit. Taking advantage of his distraction, Shining Armor’s little sister abandoned her fort and leapt on her big brother, whapping him upside the head with one of her pillows and knocking him to the ground. Landing astride him, she took the opportunity to pummel him with the pillows as many times as she could before he managed to get a hoof in under her ribs and tickled her into submission.

Cadance watched the laughing siblings, a wide smile playing on her face. The baby dragon stopped what he was doing to look at what the noise was before shrugging and going back to sucking his tail.

Eventually, the two finished their roughhousing, both flopping on the ground on their backs side-by-side. Twilight snuggled up to Shining Armor’s side as he wrapped a hoof around her.

“I love you, BBBFF,” she said, cuddling against his white coat, burying her muzzle in his blue mane.

“I do too,” he teased, earning him a jab to the kidneys.

_________________________________________

Blinking the rain out of his eyes, Shining Armor fought his way back to consciousness. Most of the world was lost in a white haze, and what little he could see was horribly blurred. His heart pounded in his ears, nearly robbing him of his hearing. He could just barely hear the sound of that changeling he had been fighting saying something above him. What had been her name? He couldn’t remember. The only thing he knew was that he couldn’t stop fighting.

His rough breath wheezing through his throat and his body suffering under extreme magical exhaustion, he struggled to his hooves once again. The Queen had her back turned to him, and she didn’t notice as he picked up his spear and slowly approached her. All the surrounding ponies watched in silence as he staggered his way to the speech-making Queen, none of them wanting to say anything to alert her to his presence. With a pained wheeze, Shining Armor hefted the haft of his spear in his magical grip, stabbing the spear at her neck as hard as he could.

Chrysalis turned when she saw something flickering out of the corner of her eye, spotting the spear thrusting at her just in time. Grabbing the spear in her own magical aura, she stopped Shining Armor’s final thrust only a few inches away from her exposed throat. “I know something about defeat,” she said somberly to the haggard unicorn. “It’s time you accepted yours.”

The glow of Shining Armor’s horn sputtered and died as he lost his grip on his spear. Wavering where he stood, he unsteadily raised one hoof above his head. As the crowd watched, he swung his hoof down, aiming for the butt of the spear held in Chrysalis’ grip. Realizing too late what he intended, her scream of denial was countered by his anger-filled yell.

His hoof hit.

Struck.

Pierced.

The spear, propelled by the force of Shining Armor’s punch, broke through the strength of Chrysalis’ magical grip. As the Prince dropped into unconsciousness, collapsing on the street, the spear finished its intended course, stabbing the changeling Queen directly in the throat. With a horrifying noise, the head of the spear pierced through her carapace, erupting out of the back of her neck in an explosion of green and black.

The crowd was silent, the music of the lyre finally coming to a close. Nopony was sure what to do as they stared at the sight before them. The Prince lay on his side, roughly gasping for breath despite being unconscious. The Queen stood proud and tall, a shocked expression on her face as she stared down at the spear going right through her neck.

The surrounding changelings remained unresponsive, their blank blue eyes disguising their thoughts. The Canterlot ponies began muttering among themselves, wondering what they were supposed to do now. Before the spectators could figure out their next step, a single voice tore through the noise, leaving behind an utter silence in its wake.

“That was impressive,” Chrysalis said, looking down at the unconscious Shining Armor.

__________________________________________

Chrysalis tapped at the spear in her neck for a moment, wondering what would be the best way to remove it. Her glowing brightly, she began forcing the spear the rest of the way. After several excruciating seconds, where she could hear the sounds of several of the surrounding ponies losing their supper, she finally managed to force the spear all of the way out. The spear, covered in changeling goo, dropped to the wet streets at her hooves.

Poking at the hole in her neck with a hoof, she let a slight frown crease her face as she checked the damage. It would take her a while to recover, but the wound would one day fade. However, she would be unable to transform until the scar had completely disappeared. As it was, the only reason she was still alive was because changelings lacked any sort of internal organs. If she tried to change into another form, the wound would remain and would probably kill her.

She turned to the assembled ponies, most of them looking at her with horrified fear in their eyes. Here, now, at her moment of triumph, she thought back in amusement at how everything had all started, and how everything had come back full circle.

In particular, her mind went back to that moment that she had first explained herself to anyone, and how it had been to that strange creature who had appeared outside her hive. “Let me tell you how the changelings came to be,” she had said.

“We weren’t always like this. Once, we were something else. I don’t know what happened, but the words of the first changeling Queen make the picture clear. We were not always a race of insect like creature. We used to go by another name, before we were transformed. Or changed, I suppose.”

Her mouth cracked open, and she began speaking. Her horn glowed brightly, casting a spell that would allow every pony in the entire city to hear her words.

“Once… we were called ‘Alicorns’.”

“By the ancient rights bestowed upon me,” Chrysalis proclaimed, her voice echoing throughout the entire city. “I proclaim myself, here and now, the sole ruler of Canterlot and the surrounding country of Equestria!”

Sequel

Sequel's up and running. Find it here.

A huge thanks to everyone reading this.