THE CHANGELINGS

THEY HAD BEEN BUNKERED DOWN IN THIS SMALL VILLAGE FOR SEVERAL months. Judging by the fine layers of dust covering everything, it was clear that the inhabitants of this village had left some time before the Changelings arrived.

The village was small, just one street with two rows of houses. Each house was built exactly the same; the only differences were the exterior paint jobs and the interior decorations. It appeared as though everypony who lived here had just dropped what they were doing and left. The only house that had a different structure was the house at the end of the street. Why anyone had built this village in the middle of the desert, far away from any source of water, was a mystery to many of the Changelings. They had been resorted to drinking the stagnant water from the well that had been drilled on the north side of town; the only reason they hadn't gotten sick from the water was because of their digestive systems, which were designed for digesting raw meat and bad water, even though their primary diet was the emotions of ponies.

The Changelings had been resorted to scrounging and foraging to survive, ever since their queen was killed – No, not killed, Carapace thought as he dragged the remains of a desert goat towards the town. My sssissster wasss murdered. – and even before that, they had been struggling to survive, ever since they were defeated after the failed takeover of Canterlot. Princccesss Cadanccce and Shining Armor started the chain of eventsss that led to the death of my beautiful sssissster. And then she wasss killed at the Cryssstal Empire lassst year by Equessstria'sss newessst princccesss, Twilight Sssparkle. Of course, Twilight wasn't a princess at the time; that event happened a few months after Chrysalis's death.

Many of Carapace's subjects were scrounging the town for what little scraps of food and drops of water that were left. It hadn't surprised Carapace that many had already starved. Despite the fact that Changelings were known to be flesh-eaters, they would never eat their own kind, no matter how desperate they were. They were above cannibalism; even to them, it was taboo. Instead, the Changelings simply moved their dead to the outskirts of the village to allow them to return to the earth in peace.

Carapace dropped the bloodied remains of the goat on the ground and let out a loud roar, signaling his subjects to come before him. Slowly, his fellow Changelings came out of the cottages and huts. They were so…skinny. So malnourished. Carapace could tell that it was taking everything they had to hold back the urge to just rush in and start tearing the goat apart.

But they knew better than that. Carapace didn't see much in his subjects, other than their sheer numbers; the only ones who showed any intelligence above hunting for food were his generals, Thorax and Arachnae, the two Changelings who were now kneeling before him on their front legs.

"I sssee that your trip wasss sssuccesssful, My Princcce," Thorax said.

"About asss sssuccesssful asss it could have been, General," Carapace replied. "Addresss the troopsss. Tell them that it isss time to feed."

Thorax and Arachnae gave a light nod of their heads, before standing and turning to the other Changelings. They hissed, signaling the Changelings to begin feeding. The generals would wait until their soldiers had eaten their fill before they would feed, though they doubted there would be much left of this goat after the soldiers had fed.

Arachnae turned to Carapace. "If I may be ssso bold asss to sssay, My Princcce."

"Yesss, General Arachnae?"

"My Princcce, we cannot continue to live like thisss," Arachnae said. "We were onccce a powerful empire. And now we have been reduccced to ssscavengersss. We were never meant to live thisss meager exissstenccce. Thisss isss unacceptable. We mussst find another way to live."

"We will, General," Carapace said. "Do not worry. I have already decccided what we will do. And it ssstartsss with…revenge. Twilight Sssparkle dessstroyed our beautiful queen. I will make her pay. Should the other princccesssesss get in our way, we will dissspossse of them asss well." He glanced back over to the Changelings feeding on the goat. They were fighting for position, each one trying to get at the carcass, trying to get their fill of flesh. "My sssubjectsss, your sssoldiersss, will no longer ssstarve. We will have plenty to feed on, asss Equessstria will be oursss onccce the princccesssesss have been ssslaughtered."

The Changelings dispersed; there was nothing left of the goat, save for the bones, which were still slick with blood and slime. General Thorax lowered his head – he had hoped to get at least a little bit of food in his stomach, but the morale of the soldiers was more important than him silencing his growling stomach.

Carapace leaped up to the roof of the tallest cottage in the village to address his subjects. "My loyal sssubjectsss, I have an announcccement to make! Come the end of the week, we will no longer be ssscavengersss! We will have food enough to lassst a cccentury! Beginning thisss evening, we ssstart moving towardsss Canterlot! We will dissspossse of the princccesssesss, we will take Canterlot, and Equessstria will be oursss! You may have Cccelessstia and Luna, and perhapsss Cadanccce if she isss there, but leave Twilight Sssparkle to me. The Princccesss of Friendship will die, and I will be the one to dessstroy her."

One Changeling spoke up. "Canterlot isss the capital of Equessstria. It will be heavily defended."

"We are Changelingsss, are we not?" Carapace asked, slightly annoyed by the stupidity of the Changeling's statement. "We can change into anything we wish. And that will help usss to take Canterlot."

"How?" another Changeling asked. "The Canterlot Royal Guard will have learned after our lassst invasion."

Carapace rolled his eyes. I'm sssurrounded by foolsss, he silently groaned. "Let me ssspell it out for you," he said. "We can turn into trollsss, cccyclopesss, sssatyrsss, all sssortsss of creaturesss. Creaturesss powerful enough to dessstroy the Guard and take the cccity. And we will do it without fail."

He leaped down from the roof, softening his fall by flaring his wings, and started walking amongst his subjects.

CARAPACE: I know that your powersss of retention

Are asss wet asss a hydra'sss backssside

But denssse asss you are, pay attention

My wordsss are a matter of pride

He stopped in front of a Changeling, who was still licking his lips from feeding on the goat.

CARAPACE: It'sss clear from your vacant expressionsss

The lightsss are not all on upstairsss

But we're talking revenge and retaliation

He turned and fired a blast of magic between two unassuming Changelings.

CARAPACE: Even you can't be caught unawaresss

He leaped up to the roof of a nearby cottage to get a better view of his subjects.

CARAPACE: Ssso prepare for a chanccce of a lifetime

Be prepared for sssensational newsss

A shining new era

Isss tiptoeing nearer

One of his subjects spoke up.

CHANGELING: And where do we feature?

Carapace couldn't help but chuckle. How could these fools not see that they were a major part of his plan?

CARAPACE: Jussst lisssten to teacher

I know it sssoundsss sssordid

But you'll be rewarded

When at lassst I am given my duesss

And injusticcce deliciousssly sssquared

Be prepared!

He looked over to his generals. "Thorax, Arachnae, you and I shall lead the main asssault. It will only take a few hoursss at the mossst for Canterlot to be oursss."

"My Princcce," Arachnae said. "If Canterlot isss taken, and the princccesssesss deposssed, wouldn't that technically make you the ruler of Equessstria?"

Carapace rubbed his chin with his hoof. "King Carapaccce. It doesss have a niccce ring to it. I will be the King of Equessstria, and you, my loyal sssubjectsss, you shall never go hungry again."

CARAPACE: Of courssse, quid pro quo, you're expected

To take cccertain dutiesss on board

The future isss littered with prizesss

And though I'm the main addresssee

The point that I mussst emphasssize isss

He leaped down from the roof to speak with his subjects directly.

CARAPACE: You won't get a sssniff without me!

Ssso prepare for the fight of the cccentury

Be prepared for the bloodiessst battle

Meticulousss planning

Tenacccity ssspanning

Yearsss of denial

Isss sssimply why I'll

Be king undisssputed

Ressspected, sssaluted

And ssseen for the wonder I am

Yes, my willsss and ambitionsss are bared

Be prepared!

CHANGELINGS: Yesss, our willsss and ambitionsss are bared

Be prepared!

"My sssubjectsss!" Carapace called out. "We move out now!"

They would be at Canterlot in the next three days.