Time for a Changeling.by Toeyak5973ChaptersPlan of Attack.Imprisonment.Friendly Enemys.The Last Hours.Butterfly.ProloguePlan of Attack.Fluttershy was outside in her garden next to her cottage in the Everfree forest tending to the Flora and Fauna of the property. She was proud of her animals and garden and put much effort into it. "Here you go Angel. I grown these just for you." Fluttershy said while plucking a Cucumber off the plant. The bunny's face lit up at the sight of the green plant and hopped rapidly in excitement. Fluttershy smiled and handed the Cucumber down to him. "Careful with that and don't eat it to fast. I wouldn't want my little Angel to choke or get a belly-ache." Disregarding her warning the small rabbit devoured the vegetable faster than you could say "Cucumber". Fluttershy laughed and continued to water her various other fruits and vegetables in the garden. Meanwhile the lone Changeling came to the edge of the forest to a crossroad. The sign on the right read "Fluttershy's Cottage" and pointed to a small track, while the sign in front read "Ponyville". The Changeling thought for a moment and decided to disguise himself. Nearby he found a puddle and thought of one he used to practice regularly. Suddenly in a hiss of flames he turned into a Red-coated Pegasi with a dark green mane. For a pony he actually thought it looked nice and had some of his own features such as the colors of his iris's and red tinge of his shell like exoskeleton. He turned side-on and saw that he made what pony's called a "Cutie Mark" a blazing sun. "Interesting". He thought to himself. He decided to follow the smaller trail to this "Cottage" residence. He wouldn't bother to charm it's prey like it usually would. Instead he was going to brutally attack due to his hunger. He vaporized his disguise in another flash of green and red flames so he could fly with his more silent bug-like wings to not be detected. As he flew over the trail his mouth started drooling in anticipation. He hadn't fed in days. As he flew over the plant-roofed house he was shocked at what he saw. "Wait! Is that..no it can't be.." He watched the pony which helped foil his race's master plan. "This is the pony named Fluttershy?" He instantly regretted his decision of fighting what seemed like a strong opponent. He flew down on top of the roof to examine the pony from there. Suddenly the bunny opened its eyes after enjoying its Cucumber treat looking straight into the un-disguised Changeling's eyes. Angel instantly yelped and stomped on Fluttershy's tail getting her attention. She dropped the water pail and said "O-ouch! Angel! Bad boy! Now look at all this me-" She froze and her jaw dropped as she saw the monster with large fangs and monstrous eyes. It hissed and snapped its teeth as a threat to Fluttershy and the small bunny. "AAAHH!!". She screamed as it hissed. "Ch-ch-changeling... P-please don't h-hurt me". she whimpered It was to late. The minion of Chrysalis was halfway through the air leaping towards Fluttershy. She quickly knocked Angel away from the threat that opposed her and put her hooves up in defense. "Heh..This isn't as threataning of a foe as I originally thought. The helpless little innocent pony." he thought. Suddenly the fangs of the monster sunk into her hoof working as a sedative. Tears rushed from Fluttershys eyes as she saw the blood seeping out of her hoof. "Aah! Applejack! Rainbow Dash! Anypony help me!" "Don't waste your energy. No one will hear your cry's foolish equine". The words came out sounding hardly like pony-speak and snake like but understandable. "Oh Chrysalis i need to work on my speech" He thought to himself as he pumped the last bit of sedative he would need to paralyze his opponent so she wouldn't be able to escape. He charged his horn with a murky looking green magic. "Wh-what are you doing.." She was barely able speak. "Well of course the one thing we need to do to survive my dear captive." he said while the corners of his lips raised to show his fangs in a triumphant grin. "Feed" Imprisonment.Fluttershy's eyes widened at the response to her question as the changeling beamed her with his magic. As she was being hit with the magic she could see a light stream of pink magic seaming out of where her heart is slowly pumping into his own. "Ouch...p-please" She whimpered "It hurts" "Don't worry." he said trying to sound slightly soothing to at least make her last moments not as terrible. "It will only last a few moments" Her love was feeding his body and rejuvenating him with energy. Suddenly he saw the tiny bunny charging at him from a distance and simply cast a magic cage around him causing him to bump in the bars. "A-angel.." she said. The male changeling could feel her strength as she started pushing against him. He was extremely surprised. "How can she still be putting up this much of a fight half dead and paralyzed?" he thought to himself. She was pushing very hardly now nearly able to lift the changeling. The monster had a smirk on his face. "She's stronger than i thought..heh..if she wants to live then so be it" He stopped draining her love before she could get badly injured. She put up a valiant fight and at least deserved a chance at life. "W-why did you stop?" she asked barely able to breath. "Because" he said with a wide smile on his face. "You're to useful to waste" he said. This made Fluttershy panic she thrashed around trying to escape but it was to late. He bit her hoof again and pumped enough sedative into her system to knock her out. By the time he had made her faint and cleaned himself up it was nightfall. "Perfect" He thought out loud. He dragged her unconscious body and the magic cage with Angel inside into the cottage. It looked disgusting to him. Bright colors, honey from her bee's, various pieces of furniture and a cabinet full of First Aid Kits and medicine for animals. He locked the door and transformed into his disguise he made earlier. He nailed it, every detail was perfect like from last time. He then proceeded to practice speaking pony language. "Hello, i'm from Canterlot, my name is..." he paused. Changelings weren't given names. They weren't important and was a waste of time but he wondered what he would call his disguise. He looked around the room for any hints of a name he might have. Pony's tended to have strange, goofy names matching the things they do and what their talents are like how Fluttershy signified she was shy. He looked at the candles and remembered his Cutie Mark and an idea formed in his head. "Hmm..Oh! My name..Torchlight! Yes. My name is Torchlight." He winced at how stupid and corny it sounded but was satisfied that it matched his Cutie Mark how it was a fiery sun. "Ponys are such weird creatures..Well but then again they would call us weird as well.. Hmmph make that worse." he thought to himself. He looked at the unconscious Fluttershy smiling devilishly. "I know just what to do with you" Fluttershy gasped awake. She couldn't see anything except a faint green glow. She also couldn't move as if she was glued to a wall. She spoke out loud: "H-help? anyone? C-can anyone hear me?" she said with a scared tone "Oh it looks like our guest is awake." Torchlight said undisguised. "You!" she said after recognizing the raspy voice "Tell me where i am right now!" "Why your in your own home! I just added a nice little metamorphosis pod in for you!" He said choking to hold back a laugh. "M-m-metamorphosis pod? she asked trying not to panic. "Oh don't worry it'll just change some of your body and just make you into a changeling! No big deal!" He couldn't take it anymore. He burst into tears laughing at how well he managed to capture the pony and begin the process of changing her. He actually didn't think it would have gone so well. "W-what? You-you're t-turning me into-into a monster!?" she yelled at the last word. "Why yes it'll be fun! Watching you regret your life everyday in the hive? Oh you'll make such a good assistant." Fluttershy couldn't take the mockery anymore. She burst into tears crying scared for what she may become. Torchlight watched the pod and the silhouette of Fluttershy sobbing into her hooves. He couldn't help feel slight pity for the yellow coated creature. In fact he sat there for hours and she was still crying. "Crying won't help you know. It will only waste more of your energy and change you faster." Fluttershy was still sobbing but reduced to a slow pace. "W-why would y-you do this.." she managed to choke out through sniffles. "Simple. Originally i was feeding on you but you shown enough strength to deserve life." He said with the slightest tinge of guiltiness. "Must be strange to become the brother of the monster that nearly killed you" He said acting cocky and snappy again Fluttershy's tears stopped. Eventually she just decided to sit in the pod and wait for this nightmare to be over. Even though the nightmare would continue... Later the next morning they begun to have a conversation "M-mister?" "Oh good she's calling me something other than a monster." he whispered to himself. "Hmm yes?" he said surprised the Pegasus was still treating him kindly. "H-how long w-will it...you know....t-take?" she said in the most normal voice she could manage through her wimpering "Three days" he put bluntly. "H-how l-long has it b-been" she was scared of what time she had. "Nearly exactly one day i believe". he said trying to muster a smile under his large fangs. "D-did this happen to you?" the pink mane pegasi replied. "No i was bred entirely for royal guard of my majesty" he said proudly and nobly, puffing out his chest in pride even though no one could see him. "I don''t want t-to be a m-monster" The changeling crept closer to her pod whispering through it into her ear "Don't worry. You won't be" using the same devilish smile from before. He understood her judgement of him. Not everyday you wake up to nearly die and then get imprisoned into a pod which will change you into an insect/pony with rotten legs and wings. Fluttershy couldn't take it anymore she closed her eyes and drifted into a deep sleep. Friendly Enemys.The Changeling put his ears againt the green slimy container. "Weak creature must have fell asleep" the shape-shifting monster said. "Well now's a good time to see where I can harvest some more food" He said licking his lips. He unlocked the door from the inside and managed to lock it from the outside again with a spell he was taught of recently. Quickly he put his disguise on and used his "custom made" voice tone from earlier. He then began to work performing various facial expressions pony's made while he walked down the small path. He left Angel inside with a few carrots in his cage. Even though he was a life taking monster he still had some feelings for the pet. He found it amusing when he saw the small animal trying to get through the bars of the green transparent cage. After he got used to his softer body he had reached the end of the dirt trail leading back to the crossroads. "Well welcome good old Ponyville" he said in a sarcastic voice". He remembered it from a scouting mission in one of his younger stages of his life. After he had made it to the bottom of the path he got to the gates of the small village. He read a sign saying "Welcome To Ponyville" in bright disgusting colors like pink and purple. The town looked terrible. Houses with the same sorts of colors from the sign with flowerbeds hanging on the outside of the windows. In front of him he saw a pink pony with a terribly frizzy, pink mane. "Hello my name is Torchlight" pronouncing the sentence perfectly. Suddenly the pony leaped up high into the air and gasped loudly. The Changeling jumped back suddenly being frightened by the random outburst. "Oh Chrysalis i got scared of that?" he thought in his mind embarrassingly as the pony bolted away. "Oooookay..." he tried to match the attitude of a normal pony in this situation. After being slightly confused by the strange pony he started to walk to the middle of the town. Nearby he saw pony's of all colors. The shades sickened him as he walked through the town of equines. He seemed to come to a tree in the middle of a crossroad in his path except it had windows and he could that it was hollow on the inside with giant bookshelves and furniture. "How strange" he said aloud while reading a sign saying 'Ponyville Library Closed'. Suddenly he heard muffled laughter and speech. "Heh and then I uppercut the beast straight in the face"! Said an unknown pony from inside. Everypony inside laughed and then he heard a more elegant voice say "Well i was surprised I had it in me to knock down so many of them" "You darn did a fine job there Rarity but I wen' n' counted" said a southern accented pony "42!" "Hah!" laughed the first pony. "I guess I am the fastest pony in Equestria! 43!" "I found Pinkie's insane antics unusually entertaining" said a fourth pony "Yes i do find it strange how she can carry that huge 'party cannon' as she calls it without us noticing it." said the posh voice another time "Meh that's just good ol' Pinkie for ya'll" the country pony exclaimed. "But seriously! You should have seen my awesome skills! I was twisting and turning like this and WOOAAH" the excited pony lost her balanced crashing through the door falling on top of Torchlight "Woah there Rainbow! Ya'll just hurtin' dis' here gentlecolt over 'ere!" Torchlight rubbed his head getting over the fall. "Its ok" he said practicing his voice a little more. "I was just reading this sign here" he said as he opened his eyes. What he saw shocked him even more than when he found out who Fluttershy was. "Sorry about that heh". said the rainbow maned pony as she got off of the ground "Im Rainbow Dash pleased to meet you" Torchlight was still shocked even though he was trying to hide it. Standing in front of him was another four of the ponys he had fought during the wedding. His mouth was wide open staring at them. "Yoohoo?" said the completely purple pony. "Are you OK?" Torchlight snapped his jaw shut "Ah yeah sorry just feeling a bit dizzy" he said as believably as he could. "Oh good" she said. "My name is Twilight Sparkle. Oh and this is Rarity" the fancy looking pony bowed. "And this is Applejack!" "Howdy "dere partna'!" She said in her obnoxious accent. "Yep i'm Applejack an' i live on the farm Sweet Apple Acres!" "Yes and i'm Rarity." She said "Charmed" with a smile on her face. "So where do you come from?" Twilight said. "Oh..um i come from Canterlot. My names Torchlight!" i said putting the most innocent smile on. Rarity's face lit up and gasped dramatically "Oh Canterlot that has to be simply fabulous!" she exclaimed in an excited voice. "Well nice meetin' ya'll Torch'!" Applejack said. "Hey your a Pegasus to!" Rainbow Dash said equally as excited as Rarity "I bet you wouldn't be able to beat me! "He teasingly said "I'd like to see you try!" to the rainbow pony. "Hey say speaking of Pegasi has anyone seen Fluttershy today?' Twilight said. "Ah i'm sure she's just messing with her little flowers and animals." Rainbow Dash said. "Hmm also where's Pinkie pie gone?" Rarity asked. "She's probably getting overexcited about Torchlight and planning a party for him. Say did you see a pink pony gasp at you when you first arrived?" Then it snapped. "The pony they were talking about was the pony i had met earlier but now that i think about it.." Thought to himself. "Queen Chrysalis will be pleased when she is told where the six mares were." "Ahh yes i was wondering who that was" Torchlight said. "Oh of course." Twilight said. "She must be at Sugar-cube Corner" "Sugar-Cut what now?" he said. "Oh its where Pinkie Pie lives. Its a cake store" Rarity explained. "I own Carousel Boutique where i make fashion pieces for low prices". "Yeah! How about we take you we take a tour around Ponyville?" said the rainbow maned mare "OK then! Sounds fun" he said in his most excited tone possible. "Great a perfect time to get some intel on this town" he contemplated to himself. "Oh OK" Twilight said "How about we start with my library?" "Yes that sounds good" he said "Excellent" Twilight continued " It has an X axis of approximately 5.73 meters while the Y axis is composed of 4.61 meters" "Also it has a mass of 7-" "So basically a huge tree with books in it?" Rainbow interrupted. "Kind of but-" "OK next stop!" Rainbow said again dragging Torchlight along. Later during the afternoon Torchlight had been fit with around thirty suits at Rarity's Boutique and had met around twenty members of the Apple family it was late in the afternoon. "Thank you for letting me try those suits on you!" Rarity beamed. "Yeah! 'Twas mighty kind of ya'll to meet mah' family at Sweet Apple Acres!" Applejack added. "It was my pleasure guys" torchlight lied. "Well it's gettin' late. I should head home and finish mah' harvest 'fore it gets too dark" Applejack said "And I need to get Sweetie Belle to bed. Wouldn't want her to be late for her classes" Rarity chimed in. "Yeah nice meeting you Torchlight! Maybe i can show you some of my tricks later on?" Rainbow said excitedly. "OK then girls see you later!" Torchlight said while heading to the road out of Ponyville. Twilight said nothing as her new friend walked away. She couldn't help but notice Torchlight's nature towards them. Sure he was friendly but something about him didn't seem right. "Oh i'm just getting my tail in a twist as usual" Twilight thought to herself. The evil creature got back to the house again. A small grin grew onto his face as he saw the pod situated in the middle of the cottage had grown and latched to the walls of the abode. "Soon my Butterfly, soon.." The Last Hours.Fluttershy woke up an hopped out of her bed. She opened her curtains and looked out the window. Finally her nightmare had ended and it was a beautiful day. She smiled and skipped downstairs where Angel was still sleeping peacefully. "Wake up Angel. We have to get ready." she said with her sweet voice. The bunny opens its eyes in anger and rolled over. "OK then i might just not make you that Cucumber salad I was thinking of.." Angel jumped up in excitement instantly awake. Fluttershy smiled "Good boy." Fluttershy made them their salads and prepared for the day. She had a feeling today was going to be perfect. Twilight woke up and hopped out of her bed. She opened her curtains and looked out the window. Finally she had gotten a break from her usual chores and it was a beautiful day. She smiled and walked downstairs where Spike was still sleeping peacefully. "Wake up Spike. We have to get ready" she said as determined as ever. The dragon sighed and rolled over. "OK then i might just not give you those gems i was thinking of.." Spike opened his eyes. "Huh wh-what? GEMS! Where?" the baby dragon said in excitement. Twilight smiled "Finally your awake. Can you get Torchlight's present from inside my room please? Also Rarity left me some of those gems I was talking about last night to give to you." "Thanks Twilight! I'm right on it!" Twilight prepared for Torchlight's welcoming party in Sugarcube Corner. She had a feeling today was going to be perfect. Fluttershy flew out of her cottage breathing in the wonderful air while Angel followed along. She jogged her way to her garden behind the house and began filling her bucket of water up from a lake nearby. She quickly tended to her garden and planted some vegetable seeds into the ground. Picking some Carrots from the garden she quickly hurried over to a tuft of grass where the rest of her rabbits slept. "Wake up friends. I got you some nice crunchy carrots." The creatures stretched and smiled at the shy mare. She raised her voice slightly higher to wake up her other critters. "Okay everyone, rise and shine!" she near-whispered. She heard the yawns of her numerous squirrels, birds and many other animals including a single bear. She quickly rushed getting birdseed, acorns, nuts and various fruits and vegetables for the animals. She couldn't wait to play with her pets. Twilight walked out of her library breathing in the wonderful air while Spike followed along. She jogged her way to Sugarcube Corner in the town center and entered the back door. She quickly made herself into the dark room and positioned in the crowd Pinkie had gathered and waited for the new citizen to open the door he was addressed to. "Is everypony here?" Twilight whispered. "Yes! Everypony in town! I'm so excited!" she said in a energetic whisper. Twilight heard the whispers of numerous citizens of Ponyville. Earth ponys, Pegasi, Unicorns even a single Griffon. She quickly felt her mane with her hooves checking to see if it was straight. She couldn't wait until the party started. Twilight was growing impatient. She had waited for what seemed an hour and decided to ask Pinkie what was happening. "Pinkie why isn't Torchlight here yet?" "I don't know...Maybe the mailpony delivered it to the wrong address because of her wonky-donkey eyes!" Hey! said a distant voice "Sorry Derpy! I'll throw you a muffin party later!" "Pinkie focus! Did you even put an address on the card?" "Oopsie.." Pinkie sighed while Twilight face-hoofed. "PInkie how could you be so dumb?" "I was practicing vaporizing and building my Party Cannon for later partys.." "Pinkie your ridiculous. Be of some help and get the others to come will you?" "Okey dokey lokey!" she said trotting of to get her friends. Twilight spotted Pinkie walking back with Rarity, Applejack and Rainbow Dash. "Hey Twi' whats tha' matter? Why isn't Torch 'ere yet?" Applejack said. "I don't know that's why I got you guys." Twilight responded "Well then what do you need us to do darling?" Rarity chimed in. "I need all of you to look around for Torchlight. Rarity look at the East side of town near your boutique, Applejack look at the around Sweet Apple Acres to the West, Pinkie look around here for him, Rainbow Dash look around the North where Fluttershy's cottage is and i'll around the South. They quickly departed quickly searching for the pony. Fluttershy once again in her garden felt so happy that she began to sing quietly to herself. "What is this place filled with so many wonders? Casting its spell that i am now under! her voice raised quickly. "Squirrels in the trees and the cute little Bunnies. Birds flying free and the Bee's with their honey," "Hoooooooneeeeeey" "Oh, what a magical place, and I owe it all to the Pegasus race! If I knew the ground had so much up its sleeve I'd have come here sooner and never leave." "Yes, I. Love. Eveeeerything!" She quickly noticed she had been flying through the air happily with out noticing. She floated down and looked to the rabbits who had finished their Carrots. Something was wrong. The rabbits stared back looking deeply into her eyes eerily. "Now now whats wro-" the rabbits eyes flashed green and seemed to...smile? Fluttershy backed off slowly. "W-whats happening?" Fluttershy squeaked. The animals teeth seemed sharper than usual. They seemed to be growing longer. The rabbit fangs erupted out and suddenly the whole animal was engulfed in flames. Fluttershy stood paralyzed in fear. Other animals around were doing the same process. She looked in fear at Angel at her hooves. "A-angel?!" Fluttershy squealed. In the flames of her beloved pet she could see his silhouette slowly growing. It grew to the size of a pony and fell out of her hooves. Wings shot out of its back with a sharp horn on front. Noticing slowly the horrors around her she backed against a tree. Surrounding her was an army of changelings, each licking their fangs. Fluttershy screamed in terror as they charged. Rainbow Dash flew around in the night sky joyfully. She was grateful for her wings but she always wanted Fluttershy to fly with her. They were childhood friends and would never, ever leave each others side in an emergency. Rainbow Dash thought back to a time when they were just a filly. The yellow mare stood at the back of the room, receding away from the other ponies that were partying. She had always been shy. A few years ago she had been just began flight camp and today was her graduation. Fluttershy's parents had payed for her enrollment there and were proud of her kind-hearted daughter. "My parents paid for flight camp. I-I don't want to go...what if the other ponies laugh at me?" she whispered to her favorite Rainbow-maned mare. "Oh it'll be fine. You'll do great! I'll help teach you to do some tricks!" 'RD' said "B-but I cant even keep myself in the air...they might think my coat is ugly or-" Rainbow Dash shoved her hoof in her mouth with one of the most serious faces she had put on in her life. "Fluttershy. Don't you ever worry about what over ponies think of you. Your the most kindest, bravest filly I know and I know you'll be OK." "O-ok...I-I'll try..." "That's the spirit!!" Rainbow Dash said excitedly doing a loop in the air." Fluttershy knew then that Rainbow Dash would always be there to protect her and that she could always rely on her friends to help. Rainbow Dash crawled out of the crowd of dancing ponies to comfort her friend at the back of the room. "Whats the matter 'shy?" Rainbow said. "I-I don't want to dance tonight.." the other pegasi said. "Why not? The musics great! Don't tell me-" Fluttershy cut her off "I-I'm scared the ponies are going to laugh at my dancing..I'm not that good at it" "Aw, come on 'shy! Dancing isn't about being perfect, it's about having an awesome time! C'mon I'll show you some awesome new moves!" Fluttershy hesitated, then walked with Rainbow Dash through the middle of the crowd. "R-Rainbow?" "Yeah Fluttershy?" "I-I just wanted to say...thanks..i wouldn't be the mare I am today if it weren't for you..." "Hah!" Rainbow Dash laughed. "C'mon 'shy stop acting all emotional! Get out there and have some fun!" Fluttershy smiled. Nothing would ever ruin their friendship. Rainbow Dash landed outside of the small cottage. Her eyes grew big as she saw the green, fluorescent glow coming through the windows of the house. "W-what's going on.." Rainbow muttered. She slowly inched closer to the tiny building. Slowly she turned the unlocked handle of the door. "F-Fluttershy are you O- AAAUUUGH!" the pegasi screamed embarrassingly. All four of the other mares turned their heads towards the sound. Simultaneously from all corners of Ponyville they all bolted to the source of the scream. The four mares each got to the town gates at the same time. "Did all ya'll hear that as well?" Applejack gasped between breaths. " Y-yes we have to save that mare-sel in distress!" Rarity said trying not to get her mane dirty. "I think it's coming from Fluttershy's cottage! Rainbow Dash must have found something!" Twilight finished. They bolted to the small road and galloped down it to the cottage. They saw the blue pony sitting on her haunches with her hooves laying down in shock. "Rainbow darling! What in Celestia has happened!" Rarity said first. Rainbow continued to sit emotionless in-front of the door. "Rainbow tell me what happened." Twilight said. A single tear ran down Rainbows coat. This had to be big. Pinkie exclaimed in her usual voice except with a slightly worried tone "Well lets see what the surprise is!" she said as she yanked the door open. The other mares gasped in shock. Rarity broke the silence. "This, is the worst. Possible. Thing..." Butterfly.The changelings' charge stopped. Suddenly five mares had appeared in between them and Fluttershy, brandishing the Elements of Harmony. "Oh thank Celestia you're here girls i thought-" Fluttershy paused. The changeling around the six ponies smiled as Fluttershy's friends faced her. There faces stared blankly into hers. "G-girls?" a smirk appeared on their faces. Skin peeled away in flames as her friends turned into the same identical creatures surrounding her. Fluttershy gaped in horror. The elements started to rust and crack loudly. The five mares were wide eyed staring into the cottage. It was terrifying. A large cocoon dangled from the roof with large, slimy tendrils extending to the walls. It had what looks like green luminous roots shooting into the ground. From inside they could see the faint outline of a pony curled up in a ball. "W-what is that squishy thingy-ingy?..." Pinkie said. "I-it's a...a...squishy thingy-ingy..." Twilight said. "W-we have to get...her...out!" Rarity screamed. Suddenly there was a slight noise and the light coming from the pod faded away. Slowly it grew darker and darker until it turned to a brown, withered shell. The container cracked loudly. A jagged line in it opened up and out slid something which horrified them. It landed on the floor and slowly started to stifle around. Its eyes opened. "H-hey girls what happ-" the creature stopped. Rainbow Dash was staring at the ground not moving a muscle while Rarity, Applejack and Twilight had their mouths wide open. What was worse was the constantly bright, happy party pony, her friend Pinkie Pie was sobbing. "W-whats wro-" she stopped again. Her voice sounded different. It sounded like a small buzzing drone and her words were hardly audible. She put a hoof to her mouth but stopped half-way. She saw the black chitin shell on it along with the holes going straight through it. "No...no no no no no-" the 'once pegasus' said as she ran up the slimy stairs into her room. Standing inside was a red-coated pegasi wearing an all-too-familiar smile holding a mirror towards her. Her details were horrifying. Her mane and tail has rotted, replaced with a thin membrane littered with holes running from her head and flank. She had a fin at the back of her head and had venom dripping from her fangs. Her blue bright pupiless eyes looked to her new body, all her fur had fallen away leaving a hard chitinous shell. 'Like it? I think your mane goes well with your carapace." 'Torchlight' said. "I-I...how...why.." stammered the once pink maned mare. They heard a loud bang on the door "Fluttershy! Let us in!" "Well I'd love to keep you company Butterfly but I'll be leaving now!" Torchlight said as he flew out the nearby window. In a purple flash the door was shattered into pieces. As the dust cleared Twilight saw a black figure bundled into a ball whimpering. Twilight trotted over to the creature. "F-fluttersh-" Twilight tried to choke out. "I-I j-just wa-want......JUST LEAVE ME ALONE!" the creature shouted and bolted through the open window. "I hate mondays..." Twilight said before she hit the ground. PrologueThe insect-pony like creature slivered its pupil-less blue eyes open. He had been blasted by the explosion made by Princess Cadence and Shining Armor all the way to what seemed to look like the Everfree forest. The Changeling was taller than most of his kind due to his age. He also was more trained in magic and was able to complete more complicated transformations faster. Unlike other changelings he had the ability to use green AND red flames during his transformation due to his honed magic skills. His wings were also slightly bigger to match his size. The reasons of why he was stronger and more trained than the average Changeling was due to the fact of him being raised as one of the Queen's royal guards. He couldn't believe the hive had failed their plan. Even his own Queen couldn't defeat the six mares that apposed her. It was no time to think rudely of his superiors though. He had to find a place to feed and temporarily reside in until the hive rebuilds itself. And he even knew the perfect place. "Ponyville."
Plan of Attack.Fluttershy was outside in her garden next to her cottage in the Everfree forest tending to the Flora and Fauna of the property. She was proud of her animals and garden and put much effort into it. "Here you go Angel. I grown these just for you." Fluttershy said while plucking a Cucumber off the plant. The bunny's face lit up at the sight of the green plant and hopped rapidly in excitement. Fluttershy smiled and handed the Cucumber down to him. "Careful with that and don't eat it to fast. I wouldn't want my little Angel to choke or get a belly-ache." Disregarding her warning the small rabbit devoured the vegetable faster than you could say "Cucumber". Fluttershy laughed and continued to water her various other fruits and vegetables in the garden. Meanwhile the lone Changeling came to the edge of the forest to a crossroad. The sign on the right read "Fluttershy's Cottage" and pointed to a small track, while the sign in front read "Ponyville". The Changeling thought for a moment and decided to disguise himself. Nearby he found a puddle and thought of one he used to practice regularly. Suddenly in a hiss of flames he turned into a Red-coated Pegasi with a dark green mane. For a pony he actually thought it looked nice and had some of his own features such as the colors of his iris's and red tinge of his shell like exoskeleton. He turned side-on and saw that he made what pony's called a "Cutie Mark" a blazing sun. "Interesting". He thought to himself. He decided to follow the smaller trail to this "Cottage" residence. He wouldn't bother to charm it's prey like it usually would. Instead he was going to brutally attack due to his hunger. He vaporized his disguise in another flash of green and red flames so he could fly with his more silent bug-like wings to not be detected. As he flew over the trail his mouth started drooling in anticipation. He hadn't fed in days. As he flew over the plant-roofed house he was shocked at what he saw. "Wait! Is that..no it can't be.." He watched the pony which helped foil his race's master plan. "This is the pony named Fluttershy?" He instantly regretted his decision of fighting what seemed like a strong opponent. He flew down on top of the roof to examine the pony from there. Suddenly the bunny opened its eyes after enjoying its Cucumber treat looking straight into the un-disguised Changeling's eyes. Angel instantly yelped and stomped on Fluttershy's tail getting her attention. She dropped the water pail and said "O-ouch! Angel! Bad boy! Now look at all this me-" She froze and her jaw dropped as she saw the monster with large fangs and monstrous eyes. It hissed and snapped its teeth as a threat to Fluttershy and the small bunny. "AAAHH!!". She screamed as it hissed. "Ch-ch-changeling... P-please don't h-hurt me". she whimpered It was to late. The minion of Chrysalis was halfway through the air leaping towards Fluttershy. She quickly knocked Angel away from the threat that opposed her and put her hooves up in defense. "Heh..This isn't as threataning of a foe as I originally thought. The helpless little innocent pony." he thought. Suddenly the fangs of the monster sunk into her hoof working as a sedative. Tears rushed from Fluttershys eyes as she saw the blood seeping out of her hoof. "Aah! Applejack! Rainbow Dash! Anypony help me!" "Don't waste your energy. No one will hear your cry's foolish equine". The words came out sounding hardly like pony-speak and snake like but understandable. "Oh Chrysalis i need to work on my speech" He thought to himself as he pumped the last bit of sedative he would need to paralyze his opponent so she wouldn't be able to escape. He charged his horn with a murky looking green magic. "Wh-what are you doing.." She was barely able speak. "Well of course the one thing we need to do to survive my dear captive." he said while the corners of his lips raised to show his fangs in a triumphant grin. "Feed"
Imprisonment.Fluttershy's eyes widened at the response to her question as the changeling beamed her with his magic. As she was being hit with the magic she could see a light stream of pink magic seaming out of where her heart is slowly pumping into his own. "Ouch...p-please" She whimpered "It hurts" "Don't worry." he said trying to sound slightly soothing to at least make her last moments not as terrible. "It will only last a few moments" Her love was feeding his body and rejuvenating him with energy. Suddenly he saw the tiny bunny charging at him from a distance and simply cast a magic cage around him causing him to bump in the bars. "A-angel.." she said. The male changeling could feel her strength as she started pushing against him. He was extremely surprised. "How can she still be putting up this much of a fight half dead and paralyzed?" he thought to himself. She was pushing very hardly now nearly able to lift the changeling. The monster had a smirk on his face. "She's stronger than i thought..heh..if she wants to live then so be it" He stopped draining her love before she could get badly injured. She put up a valiant fight and at least deserved a chance at life. "W-why did you stop?" she asked barely able to breath. "Because" he said with a wide smile on his face. "You're to useful to waste" he said. This made Fluttershy panic she thrashed around trying to escape but it was to late. He bit her hoof again and pumped enough sedative into her system to knock her out. By the time he had made her faint and cleaned himself up it was nightfall. "Perfect" He thought out loud. He dragged her unconscious body and the magic cage with Angel inside into the cottage. It looked disgusting to him. Bright colors, honey from her bee's, various pieces of furniture and a cabinet full of First Aid Kits and medicine for animals. He locked the door and transformed into his disguise he made earlier. He nailed it, every detail was perfect like from last time. He then proceeded to practice speaking pony language. "Hello, i'm from Canterlot, my name is..." he paused. Changelings weren't given names. They weren't important and was a waste of time but he wondered what he would call his disguise. He looked around the room for any hints of a name he might have. Pony's tended to have strange, goofy names matching the things they do and what their talents are like how Fluttershy signified she was shy. He looked at the candles and remembered his Cutie Mark and an idea formed in his head. "Hmm..Oh! My name..Torchlight! Yes. My name is Torchlight." He winced at how stupid and corny it sounded but was satisfied that it matched his Cutie Mark how it was a fiery sun. "Ponys are such weird creatures..Well but then again they would call us weird as well.. Hmmph make that worse." he thought to himself. He looked at the unconscious Fluttershy smiling devilishly. "I know just what to do with you" Fluttershy gasped awake. She couldn't see anything except a faint green glow. She also couldn't move as if she was glued to a wall. She spoke out loud: "H-help? anyone? C-can anyone hear me?" she said with a scared tone "Oh it looks like our guest is awake." Torchlight said undisguised. "You!" she said after recognizing the raspy voice "Tell me where i am right now!" "Why your in your own home! I just added a nice little metamorphosis pod in for you!" He said choking to hold back a laugh. "M-m-metamorphosis pod? she asked trying not to panic. "Oh don't worry it'll just change some of your body and just make you into a changeling! No big deal!" He couldn't take it anymore. He burst into tears laughing at how well he managed to capture the pony and begin the process of changing her. He actually didn't think it would have gone so well. "W-what? You-you're t-turning me into-into a monster!?" she yelled at the last word. "Why yes it'll be fun! Watching you regret your life everyday in the hive? Oh you'll make such a good assistant." Fluttershy couldn't take the mockery anymore. She burst into tears crying scared for what she may become. Torchlight watched the pod and the silhouette of Fluttershy sobbing into her hooves. He couldn't help feel slight pity for the yellow coated creature. In fact he sat there for hours and she was still crying. "Crying won't help you know. It will only waste more of your energy and change you faster." Fluttershy was still sobbing but reduced to a slow pace. "W-why would y-you do this.." she managed to choke out through sniffles. "Simple. Originally i was feeding on you but you shown enough strength to deserve life." He said with the slightest tinge of guiltiness. "Must be strange to become the brother of the monster that nearly killed you" He said acting cocky and snappy again Fluttershy's tears stopped. Eventually she just decided to sit in the pod and wait for this nightmare to be over. Even though the nightmare would continue... Later the next morning they begun to have a conversation "M-mister?" "Oh good she's calling me something other than a monster." he whispered to himself. "Hmm yes?" he said surprised the Pegasus was still treating him kindly. "H-how long w-will it...you know....t-take?" she said in the most normal voice she could manage through her wimpering "Three days" he put bluntly. "H-how l-long has it b-been" she was scared of what time she had. "Nearly exactly one day i believe". he said trying to muster a smile under his large fangs. "D-did this happen to you?" the pink mane pegasi replied. "No i was bred entirely for royal guard of my majesty" he said proudly and nobly, puffing out his chest in pride even though no one could see him. "I don''t want t-to be a m-monster" The changeling crept closer to her pod whispering through it into her ear "Don't worry. You won't be" using the same devilish smile from before. He understood her judgement of him. Not everyday you wake up to nearly die and then get imprisoned into a pod which will change you into an insect/pony with rotten legs and wings. Fluttershy couldn't take it anymore she closed her eyes and drifted into a deep sleep.
Friendly Enemys.The Changeling put his ears againt the green slimy container. "Weak creature must have fell asleep" the shape-shifting monster said. "Well now's a good time to see where I can harvest some more food" He said licking his lips. He unlocked the door from the inside and managed to lock it from the outside again with a spell he was taught of recently. Quickly he put his disguise on and used his "custom made" voice tone from earlier. He then began to work performing various facial expressions pony's made while he walked down the small path. He left Angel inside with a few carrots in his cage. Even though he was a life taking monster he still had some feelings for the pet. He found it amusing when he saw the small animal trying to get through the bars of the green transparent cage. After he got used to his softer body he had reached the end of the dirt trail leading back to the crossroads. "Well welcome good old Ponyville" he said in a sarcastic voice". He remembered it from a scouting mission in one of his younger stages of his life. After he had made it to the bottom of the path he got to the gates of the small village. He read a sign saying "Welcome To Ponyville" in bright disgusting colors like pink and purple. The town looked terrible. Houses with the same sorts of colors from the sign with flowerbeds hanging on the outside of the windows. In front of him he saw a pink pony with a terribly frizzy, pink mane. "Hello my name is Torchlight" pronouncing the sentence perfectly. Suddenly the pony leaped up high into the air and gasped loudly. The Changeling jumped back suddenly being frightened by the random outburst. "Oh Chrysalis i got scared of that?" he thought in his mind embarrassingly as the pony bolted away. "Oooookay..." he tried to match the attitude of a normal pony in this situation. After being slightly confused by the strange pony he started to walk to the middle of the town. Nearby he saw pony's of all colors. The shades sickened him as he walked through the town of equines. He seemed to come to a tree in the middle of a crossroad in his path except it had windows and he could that it was hollow on the inside with giant bookshelves and furniture. "How strange" he said aloud while reading a sign saying 'Ponyville Library Closed'. Suddenly he heard muffled laughter and speech. "Heh and then I uppercut the beast straight in the face"! Said an unknown pony from inside. Everypony inside laughed and then he heard a more elegant voice say "Well i was surprised I had it in me to knock down so many of them" "You darn did a fine job there Rarity but I wen' n' counted" said a southern accented pony "42!" "Hah!" laughed the first pony. "I guess I am the fastest pony in Equestria! 43!" "I found Pinkie's insane antics unusually entertaining" said a fourth pony "Yes i do find it strange how she can carry that huge 'party cannon' as she calls it without us noticing it." said the posh voice another time "Meh that's just good ol' Pinkie for ya'll" the country pony exclaimed. "But seriously! You should have seen my awesome skills! I was twisting and turning like this and WOOAAH" the excited pony lost her balanced crashing through the door falling on top of Torchlight "Woah there Rainbow! Ya'll just hurtin' dis' here gentlecolt over 'ere!" Torchlight rubbed his head getting over the fall. "Its ok" he said practicing his voice a little more. "I was just reading this sign here" he said as he opened his eyes. What he saw shocked him even more than when he found out who Fluttershy was. "Sorry about that heh". said the rainbow maned pony as she got off of the ground "Im Rainbow Dash pleased to meet you" Torchlight was still shocked even though he was trying to hide it. Standing in front of him was another four of the ponys he had fought during the wedding. His mouth was wide open staring at them. "Yoohoo?" said the completely purple pony. "Are you OK?" Torchlight snapped his jaw shut "Ah yeah sorry just feeling a bit dizzy" he said as believably as he could. "Oh good" she said. "My name is Twilight Sparkle. Oh and this is Rarity" the fancy looking pony bowed. "And this is Applejack!" "Howdy "dere partna'!" She said in her obnoxious accent. "Yep i'm Applejack an' i live on the farm Sweet Apple Acres!" "Yes and i'm Rarity." She said "Charmed" with a smile on her face. "So where do you come from?" Twilight said. "Oh..um i come from Canterlot. My names Torchlight!" i said putting the most innocent smile on. Rarity's face lit up and gasped dramatically "Oh Canterlot that has to be simply fabulous!" she exclaimed in an excited voice. "Well nice meetin' ya'll Torch'!" Applejack said. "Hey your a Pegasus to!" Rainbow Dash said equally as excited as Rarity "I bet you wouldn't be able to beat me! "He teasingly said "I'd like to see you try!" to the rainbow pony. "Hey say speaking of Pegasi has anyone seen Fluttershy today?' Twilight said. "Ah i'm sure she's just messing with her little flowers and animals." Rainbow Dash said. "Hmm also where's Pinkie pie gone?" Rarity asked. "She's probably getting overexcited about Torchlight and planning a party for him. Say did you see a pink pony gasp at you when you first arrived?" Then it snapped. "The pony they were talking about was the pony i had met earlier but now that i think about it.." Thought to himself. "Queen Chrysalis will be pleased when she is told where the six mares were." "Ahh yes i was wondering who that was" Torchlight said. "Oh of course." Twilight said. "She must be at Sugar-cube Corner" "Sugar-Cut what now?" he said. "Oh its where Pinkie Pie lives. Its a cake store" Rarity explained. "I own Carousel Boutique where i make fashion pieces for low prices". "Yeah! How about we take you we take a tour around Ponyville?" said the rainbow maned mare "OK then! Sounds fun" he said in his most excited tone possible. "Great a perfect time to get some intel on this town" he contemplated to himself. "Oh OK" Twilight said "How about we start with my library?" "Yes that sounds good" he said "Excellent" Twilight continued " It has an X axis of approximately 5.73 meters while the Y axis is composed of 4.61 meters" "Also it has a mass of 7-" "So basically a huge tree with books in it?" Rainbow interrupted. "Kind of but-" "OK next stop!" Rainbow said again dragging Torchlight along. Later during the afternoon Torchlight had been fit with around thirty suits at Rarity's Boutique and had met around twenty members of the Apple family it was late in the afternoon. "Thank you for letting me try those suits on you!" Rarity beamed. "Yeah! 'Twas mighty kind of ya'll to meet mah' family at Sweet Apple Acres!" Applejack added. "It was my pleasure guys" torchlight lied. "Well it's gettin' late. I should head home and finish mah' harvest 'fore it gets too dark" Applejack said "And I need to get Sweetie Belle to bed. Wouldn't want her to be late for her classes" Rarity chimed in. "Yeah nice meeting you Torchlight! Maybe i can show you some of my tricks later on?" Rainbow said excitedly. "OK then girls see you later!" Torchlight said while heading to the road out of Ponyville. Twilight said nothing as her new friend walked away. She couldn't help but notice Torchlight's nature towards them. Sure he was friendly but something about him didn't seem right. "Oh i'm just getting my tail in a twist as usual" Twilight thought to herself. The evil creature got back to the house again. A small grin grew onto his face as he saw the pod situated in the middle of the cottage had grown and latched to the walls of the abode. "Soon my Butterfly, soon.."
The Last Hours.Fluttershy woke up an hopped out of her bed. She opened her curtains and looked out the window. Finally her nightmare had ended and it was a beautiful day. She smiled and skipped downstairs where Angel was still sleeping peacefully. "Wake up Angel. We have to get ready." she said with her sweet voice. The bunny opens its eyes in anger and rolled over. "OK then i might just not make you that Cucumber salad I was thinking of.." Angel jumped up in excitement instantly awake. Fluttershy smiled "Good boy." Fluttershy made them their salads and prepared for the day. She had a feeling today was going to be perfect. Twilight woke up and hopped out of her bed. She opened her curtains and looked out the window. Finally she had gotten a break from her usual chores and it was a beautiful day. She smiled and walked downstairs where Spike was still sleeping peacefully. "Wake up Spike. We have to get ready" she said as determined as ever. The dragon sighed and rolled over. "OK then i might just not give you those gems i was thinking of.." Spike opened his eyes. "Huh wh-what? GEMS! Where?" the baby dragon said in excitement. Twilight smiled "Finally your awake. Can you get Torchlight's present from inside my room please? Also Rarity left me some of those gems I was talking about last night to give to you." "Thanks Twilight! I'm right on it!" Twilight prepared for Torchlight's welcoming party in Sugarcube Corner. She had a feeling today was going to be perfect. Fluttershy flew out of her cottage breathing in the wonderful air while Angel followed along. She jogged her way to her garden behind the house and began filling her bucket of water up from a lake nearby. She quickly tended to her garden and planted some vegetable seeds into the ground. Picking some Carrots from the garden she quickly hurried over to a tuft of grass where the rest of her rabbits slept. "Wake up friends. I got you some nice crunchy carrots." The creatures stretched and smiled at the shy mare. She raised her voice slightly higher to wake up her other critters. "Okay everyone, rise and shine!" she near-whispered. She heard the yawns of her numerous squirrels, birds and many other animals including a single bear. She quickly rushed getting birdseed, acorns, nuts and various fruits and vegetables for the animals. She couldn't wait to play with her pets. Twilight walked out of her library breathing in the wonderful air while Spike followed along. She jogged her way to Sugarcube Corner in the town center and entered the back door. She quickly made herself into the dark room and positioned in the crowd Pinkie had gathered and waited for the new citizen to open the door he was addressed to. "Is everypony here?" Twilight whispered. "Yes! Everypony in town! I'm so excited!" she said in a energetic whisper. Twilight heard the whispers of numerous citizens of Ponyville. Earth ponys, Pegasi, Unicorns even a single Griffon. She quickly felt her mane with her hooves checking to see if it was straight. She couldn't wait until the party started. Twilight was growing impatient. She had waited for what seemed an hour and decided to ask Pinkie what was happening. "Pinkie why isn't Torchlight here yet?" "I don't know...Maybe the mailpony delivered it to the wrong address because of her wonky-donkey eyes!" Hey! said a distant voice "Sorry Derpy! I'll throw you a muffin party later!" "Pinkie focus! Did you even put an address on the card?" "Oopsie.." Pinkie sighed while Twilight face-hoofed. "PInkie how could you be so dumb?" "I was practicing vaporizing and building my Party Cannon for later partys.." "Pinkie your ridiculous. Be of some help and get the others to come will you?" "Okey dokey lokey!" she said trotting of to get her friends. Twilight spotted Pinkie walking back with Rarity, Applejack and Rainbow Dash. "Hey Twi' whats tha' matter? Why isn't Torch 'ere yet?" Applejack said. "I don't know that's why I got you guys." Twilight responded "Well then what do you need us to do darling?" Rarity chimed in. "I need all of you to look around for Torchlight. Rarity look at the East side of town near your boutique, Applejack look at the around Sweet Apple Acres to the West, Pinkie look around here for him, Rainbow Dash look around the North where Fluttershy's cottage is and i'll around the South. They quickly departed quickly searching for the pony. Fluttershy once again in her garden felt so happy that she began to sing quietly to herself. "What is this place filled with so many wonders? Casting its spell that i am now under! her voice raised quickly. "Squirrels in the trees and the cute little Bunnies. Birds flying free and the Bee's with their honey," "Hoooooooneeeeeey" "Oh, what a magical place, and I owe it all to the Pegasus race! If I knew the ground had so much up its sleeve I'd have come here sooner and never leave." "Yes, I. Love. Eveeeerything!" She quickly noticed she had been flying through the air happily with out noticing. She floated down and looked to the rabbits who had finished their Carrots. Something was wrong. The rabbits stared back looking deeply into her eyes eerily. "Now now whats wro-" the rabbits eyes flashed green and seemed to...smile? Fluttershy backed off slowly. "W-whats happening?" Fluttershy squeaked. The animals teeth seemed sharper than usual. They seemed to be growing longer. The rabbit fangs erupted out and suddenly the whole animal was engulfed in flames. Fluttershy stood paralyzed in fear. Other animals around were doing the same process. She looked in fear at Angel at her hooves. "A-angel?!" Fluttershy squealed. In the flames of her beloved pet she could see his silhouette slowly growing. It grew to the size of a pony and fell out of her hooves. Wings shot out of its back with a sharp horn on front. Noticing slowly the horrors around her she backed against a tree. Surrounding her was an army of changelings, each licking their fangs. Fluttershy screamed in terror as they charged. Rainbow Dash flew around in the night sky joyfully. She was grateful for her wings but she always wanted Fluttershy to fly with her. They were childhood friends and would never, ever leave each others side in an emergency. Rainbow Dash thought back to a time when they were just a filly. The yellow mare stood at the back of the room, receding away from the other ponies that were partying. She had always been shy. A few years ago she had been just began flight camp and today was her graduation. Fluttershy's parents had payed for her enrollment there and were proud of her kind-hearted daughter. "My parents paid for flight camp. I-I don't want to go...what if the other ponies laugh at me?" she whispered to her favorite Rainbow-maned mare. "Oh it'll be fine. You'll do great! I'll help teach you to do some tricks!" 'RD' said "B-but I cant even keep myself in the air...they might think my coat is ugly or-" Rainbow Dash shoved her hoof in her mouth with one of the most serious faces she had put on in her life. "Fluttershy. Don't you ever worry about what over ponies think of you. Your the most kindest, bravest filly I know and I know you'll be OK." "O-ok...I-I'll try..." "That's the spirit!!" Rainbow Dash said excitedly doing a loop in the air." Fluttershy knew then that Rainbow Dash would always be there to protect her and that she could always rely on her friends to help. Rainbow Dash crawled out of the crowd of dancing ponies to comfort her friend at the back of the room. "Whats the matter 'shy?" Rainbow said. "I-I don't want to dance tonight.." the other pegasi said. "Why not? The musics great! Don't tell me-" Fluttershy cut her off "I-I'm scared the ponies are going to laugh at my dancing..I'm not that good at it" "Aw, come on 'shy! Dancing isn't about being perfect, it's about having an awesome time! C'mon I'll show you some awesome new moves!" Fluttershy hesitated, then walked with Rainbow Dash through the middle of the crowd. "R-Rainbow?" "Yeah Fluttershy?" "I-I just wanted to say...thanks..i wouldn't be the mare I am today if it weren't for you..." "Hah!" Rainbow Dash laughed. "C'mon 'shy stop acting all emotional! Get out there and have some fun!" Fluttershy smiled. Nothing would ever ruin their friendship. Rainbow Dash landed outside of the small cottage. Her eyes grew big as she saw the green, fluorescent glow coming through the windows of the house. "W-what's going on.." Rainbow muttered. She slowly inched closer to the tiny building. Slowly she turned the unlocked handle of the door. "F-Fluttershy are you O- AAAUUUGH!" the pegasi screamed embarrassingly. All four of the other mares turned their heads towards the sound. Simultaneously from all corners of Ponyville they all bolted to the source of the scream. The four mares each got to the town gates at the same time. "Did all ya'll hear that as well?" Applejack gasped between breaths. " Y-yes we have to save that mare-sel in distress!" Rarity said trying not to get her mane dirty. "I think it's coming from Fluttershy's cottage! Rainbow Dash must have found something!" Twilight finished. They bolted to the small road and galloped down it to the cottage. They saw the blue pony sitting on her haunches with her hooves laying down in shock. "Rainbow darling! What in Celestia has happened!" Rarity said first. Rainbow continued to sit emotionless in-front of the door. "Rainbow tell me what happened." Twilight said. A single tear ran down Rainbows coat. This had to be big. Pinkie exclaimed in her usual voice except with a slightly worried tone "Well lets see what the surprise is!" she said as she yanked the door open. The other mares gasped in shock. Rarity broke the silence. "This, is the worst. Possible. Thing..."
Butterfly.The changelings' charge stopped. Suddenly five mares had appeared in between them and Fluttershy, brandishing the Elements of Harmony. "Oh thank Celestia you're here girls i thought-" Fluttershy paused. The changeling around the six ponies smiled as Fluttershy's friends faced her. There faces stared blankly into hers. "G-girls?" a smirk appeared on their faces. Skin peeled away in flames as her friends turned into the same identical creatures surrounding her. Fluttershy gaped in horror. The elements started to rust and crack loudly. The five mares were wide eyed staring into the cottage. It was terrifying. A large cocoon dangled from the roof with large, slimy tendrils extending to the walls. It had what looks like green luminous roots shooting into the ground. From inside they could see the faint outline of a pony curled up in a ball. "W-what is that squishy thingy-ingy?..." Pinkie said. "I-it's a...a...squishy thingy-ingy..." Twilight said. "W-we have to get...her...out!" Rarity screamed. Suddenly there was a slight noise and the light coming from the pod faded away. Slowly it grew darker and darker until it turned to a brown, withered shell. The container cracked loudly. A jagged line in it opened up and out slid something which horrified them. It landed on the floor and slowly started to stifle around. Its eyes opened. "H-hey girls what happ-" the creature stopped. Rainbow Dash was staring at the ground not moving a muscle while Rarity, Applejack and Twilight had their mouths wide open. What was worse was the constantly bright, happy party pony, her friend Pinkie Pie was sobbing. "W-whats wro-" she stopped again. Her voice sounded different. It sounded like a small buzzing drone and her words were hardly audible. She put a hoof to her mouth but stopped half-way. She saw the black chitin shell on it along with the holes going straight through it. "No...no no no no no-" the 'once pegasus' said as she ran up the slimy stairs into her room. Standing inside was a red-coated pegasi wearing an all-too-familiar smile holding a mirror towards her. Her details were horrifying. Her mane and tail has rotted, replaced with a thin membrane littered with holes running from her head and flank. She had a fin at the back of her head and had venom dripping from her fangs. Her blue bright pupiless eyes looked to her new body, all her fur had fallen away leaving a hard chitinous shell. 'Like it? I think your mane goes well with your carapace." 'Torchlight' said. "I-I...how...why.." stammered the once pink maned mare. They heard a loud bang on the door "Fluttershy! Let us in!" "Well I'd love to keep you company Butterfly but I'll be leaving now!" Torchlight said as he flew out the nearby window. In a purple flash the door was shattered into pieces. As the dust cleared Twilight saw a black figure bundled into a ball whimpering. Twilight trotted over to the creature. "F-fluttersh-" Twilight tried to choke out. "I-I j-just wa-want......JUST LEAVE ME ALONE!" the creature shouted and bolted through the open window. "I hate mondays..." Twilight said before she hit the ground.
PrologueThe insect-pony like creature slivered its pupil-less blue eyes open. He had been blasted by the explosion made by Princess Cadence and Shining Armor all the way to what seemed to look like the Everfree forest. The Changeling was taller than most of his kind due to his age. He also was more trained in magic and was able to complete more complicated transformations faster. Unlike other changelings he had the ability to use green AND red flames during his transformation due to his honed magic skills. His wings were also slightly bigger to match his size. The reasons of why he was stronger and more trained than the average Changeling was due to the fact of him being raised as one of the Queen's royal guards. He couldn't believe the hive had failed their plan. Even his own Queen couldn't defeat the six mares that apposed her. It was no time to think rudely of his superiors though. He had to find a place to feed and temporarily reside in until the hive rebuilds itself. And he even knew the perfect place. "Ponyville."
