Three dark figures stood, swathed in cloaks of shadow as a dim light peered forth from a gently floating lantern. No words needed to be exchanged… all three who stood there knew the risk and importance of what they were about to do. Still, Twilight felt a little nervous. “Fluttershy, you understand why…” she half began, but Fluttershy touched her shoulder and smiled. She had understood the first time, and Twilight knew it.

Umbra shook her head. “We must go. We’re going to need to get very close to the center of this presence if I hope to disrupt it.” Her inky-eyes narrowed as she stared into the dimness of the cave. The light really wasn’t necessary for any of them now, but Twilight found the presence of a little illumination to be comforting. “It is a surprisingly robust magical signal. Astonishingly so, actually.” She prodded the air in front of her again, and Twilight wished she could see the physical field Umbra saw.

Twilight half nodded, beginning to walk toward the tunnel Umbra had marked. “We never managed to figure out just how powerful Chrysalis’ control over the swarm was, or the range of it. We could be walking for a while.” She half-shuttered the lantern, her eyes not even needing to become accustomed to the light as every shadow in the cave was as bright as a moonlit evening to her, casting the room in a strange and ethereal glow.

Umbra just chuckled, a rolling rich sound that filled up Twilight’s ears and made her cheeks burn a little. “Do not be so worried, my daughter. It will not take as long as you think, once we have found some of the creatures.” She arched an eyebrow at Twilight and smiled slowly. “Or do you not think we will manage to keep entertained?” A brief brush of power against her nethers made Twilight jump in place, a yelp of sound crawling its way out of her throat, and sending her to half-glare at her mother, Umbra’s laugh once again filling the air.

Fluttershy, astonishingly, actually gave off a soft laugh. “You two… you act like a married couple.” There was a gentle warmth, almost a humor in her voice as she trotted on past. Even in the dim light, her wings gave off a jewel like glimmer, and a very distracting one at that. Twilight couldn’t help herself, she stared at her and noted that Umbra was doing the same. Fluttershy winked. “It’s cute.” And flounced heedlessly down the tunnel, forcing Twilight to scramble to keep up.

Twilight kept herself as focused as she could, eyeballing the oddly shaped tunnels around her. There were unquestionable signs of the place having been modified in the recent past, but also signs of much older workings. How long had there been changelings down here? More importantly, how many of them were down here? Oh, she had the Equestrian guesstimates, but none of those had accounted for the possibility of a hive of this potential size.

Still, she saw no difficulties with her plan regardless of the actual numbers her foe possessed. In truth, the more changelings there were, the better for herself and for the world when she was done. Fluttershy stayed close to her, almost close enough to touch as they walked in otherwise companionable silence. Mother had insisted she could keep them hidden from detection at first, promising that she knew how to disrupt the natural senses of a Changeling. Once they got to the point where they could be seen though…

Well, that was the tricky part, as it always was. “Here…” Umbra whispered softly as they slipped past a particularly massive stalactite. “How cunning. Hidden off the crevasse… follow me, my lovelies.” She took to the wing a moment later, and Twilight hurried to follow her. It was still awkward to fly in precision like this, though Mother guiding her wings made it ever so much easier. Fluttershy, on the other hoof, was as graceful as the butterfly she now resembled.

It was odd, she mused as they descended in Mother’s wake. She had never intended to improve Fluttershy’s ability to fly, merely expand upon the powers and abilities she already had. She was beginning to wonder what other sort of… unintentional improvements she’d created. The Hippogriffs were advancing well through their own transformation, and should be perfectly capable of breeding in a few months. But Fluttershy… was currently unique. She’d been formed in the crucible of Twilight’s power, and there was no telling just how far her strength had gone.

“We are here,” Mother’s voice cut through her thoughts, and she turned to the otherwise invisible crack in the wall. If Mother hadn’t pointed it out, she would’ve missed it completely. “A clever use of darkness and light. See how the shadow overlaps…” Umbra stroked her hoof down the wall with a half smile. “Old lessons re-played anew. I can sense guards in the passage, waiting for potential interlopers.”

Twilight felt a lump swallow into her throat, then exhaled silently. “Guess that means you’re up,” she half whispered, looking toward her friend. It was so odd to think of Fluttershy as a weapon… but in a sense, that was what she had become. More than friend, more than an asset, and all the more painful for what she had to ask her to do.

But Fluttershy nodded, and in the darkness she gave a gentle smile. “Stop worrying, Mistress. You know I prefer a peaceful solution to violence.” A soft cheek nuzzled against Twilight’s, and Fluttershy spoke softly just for her. “Promise me we will try not to hurt anypony, Twilight. Please.” Her tone was begging, but there was something else there… some undercurrent that Twilight couldn’t describe. It felt like.,. Worry. But… Worry for whom? And why?

Twilight didn’t know. It was a feeling she was having more and more often, and it was certainly not one she enjoyed. It was increasingly feeling like events were spiraling further out of her control. But at least here, Twilight could feel some solid ground. “We’ll do what we can, Fluttershy. But if Chrysalis tries to fight us…” She slowly tapered off, remembering the last time they had engaged the Changeling Queen in combat. It hadn’t ended well, but Twilight had been a different pony then. They all had.

Fluttershy nodded, her eyes soft and sad in the dimness. “I know. There’s only so much we can do.” She turned back to the crack in the wall and exhaled. “I’ll just be glad when all of this is over I suppose.” And off she went, her gentle wings propelling her along toward the Changelings… and Twilight’s fervent hope that her theories and magic would work as planned.

After all, wanting all of this to be over was a sentiment she could get behind.

Fluttershy wished Dashie was here.

In spite of the vast gulf of differences between them, Rainbow Dash had always inspired Fluttershy to greater heights of bravery, even if those heights hadn’t been particularly… um… heighty. Still. She’d been a source of courage for Fluttershy, ever since they’d met as fillies in flight camp. And now, practically walking right into the dense Changeling hive and waggling her plot in their faces felt like walking out on stage in front of all those cameras had been.

The fact that this time she had something they couldn’t know about, couldn’t possibly be prepared for, and couldn’t defend against…. well, that helped a little. Kinda. It was still super scary, but not so much that she couldn’t get in there and do it. The fact that the alternative… Fluttershy didn’t want to think too hard about the alternative. What had happened in Roam could have been avoided completely, if only Mistress had been a bit more patient.

Patience inevitably brought her thoughts to the subject of him. Even here, in this dark and dangerous place, her thoughts went to him and how lonely he must be. Only a surety that such a meeting would endanger him had kept her from flying off to Canterlot in worry. She couldn’t be with him right now and… and she was sure he understood, but it didn’t make it hurt any less. But being caught between two friends was always difficult, as Fluttershy knew from long experience, but things would work out. She was sure of it.

She just had to make sure she had enough time.

Twilight… Poor, dear, sweet Twilight was so far in over her head, it was a marvel she hadn’t seen it yet. Not even Rarity, who was normally so good at noticing when other ponies were getting in too deep, had noticed the signs. Fortunately, Fluttershy had, and just as surely she knew Twilight wasn’t going to be inclined to listen to anypony on the subject. So. She would just need to make sure things were okay herself this time. And that meant she had to...

Her wings carried her forward, into the small cave full of dense clusters of rock. She could feel the little bubbles of energy hovering behind them, waiting for her to come a little closer in order to spring their trap. They were really not so different from the many animals she’d taken care of over the years, so many of them scared and alone when she’d found them… hurt, or hiding or, in the case of these poor Changelings… hungry.

Fluttershy stopped in the middle of the room and gently set herself down on a mostly flat bit of rock, feeling her new wings spread wide. The poor dears weren’t evil, they just needed a little… something more than what they were used to. She could hear their chittering, insect like words in the darkness. They were desperate and hungry, and they had been like this since long before the Canterlot invasion. That was never a good thing in any creature, and it could make even the nicest bunny or bear do bad things.

They rose from their perches and slowly approached her from all sides in a ring twenty strong. She felt the power deep inside her and began to flap her glittering wings back and forth, inhaling deeply, and….

”Hush now… Quiet now…”

Abruptly, twenty drones vanished from the hivemind.

Chrysalis felt the pain acutely enough to cause a wince. Losing any drone was painful, but losing that many at once was like getting smacked in the brain. They had all been up near one of the hidden hive entrances, and her first thought was there had been some sort of cave in. But… But there had been that strange, impossible to describe presence from yesterday… No, no it was best to be cautious, now of all times.

A mere thought dispatched a battle swarm toward the area, and Chrysalis flexed her hooves against the dark cloth of her bed. She wished she had something in it to slake her thirst while she awaited the news, but alas, the pickings recently had been slim. Once winter descended, her harvests would likely improve as the wretched Equestrians huddled in their homes, and the immediate loss of a community member or farmer was not so easily noticed.

Still, recovery from her debacle in Canterlot would take time, most likely several years in order to rebuild the hive’s strength. Already she had begun the process with the formation of thousands of new eggs, and a few new additions of her own. Every Queen since the first had added something new to the hive, but Chrysalis was certain that she’d outdone them all with this one… Her eyes trailed to the crystalline beauties which now occupied the southern part of her chambers. They would be true children to her and would finally give her the means to outflank that accursed-

The mental report came instantly, and it was worrying. There was no cave in, but no signs of combat or the changelings. In fact, there was no sign of anything other than an abandoned guard post. Instantly, she tasked the battle force to hold the post and sighed irritably, wondering what foolish hunter or creature was devouring her drones. It was always an irritation when some unknown creature-

Another twenty drones vanished, seemingly instantaneously, from the hive mind.

Chrysalis staved off the wince of pain and growled under her breath, rolling out of her bed to her hooves and marching across the glittering ebon floor. How were the drones not sending back reports in time? Were they under attack? But there were no signs of an army. Had Celestia finally sent some sort of commando unit to take her out completely? That was possible, given how quickly and silently her drone traps were going silent. It could also have been any of the other nations. Roam, Zebricans, maybe even some private pegasus mercenary group.

It took but a thought to awaken her royal guard, and a second thought to wake up much of the rest of the hive. Whatever group of fools had invaded her domain, they were going to find out very quickly that here in the desert, there were no rules of war.

“What… what am I?”

The voice was harsh, almost like it had come from a throat born of too many years of smoking. Its eyes were a bright and luminous green, and they stared up at her in fright. Fluttershy gently stroked her hoof down the creature’s cheek and made soft and soothing noises and the magic took hold again. She couldn’t do this for all of them, but it helped to show them that they would be treated kindly so long as they did not try to harm her. “Shh… You’re something new. It’s going to be confusing at first. Just try to relax.” She did her best to imbue her voice with her best motherly tones.

And oddly, the sound of her voice seemed to soothe all of the writhing creatures. Each of them relaxing a little and letting out raspy breaths which slowly turned into much more normal breathing. Fluttershy cast her eyes around the tunnel, half nodding to herself. “Lets take you back to Mistress. Come on now, hup up.” She gently tugged the creature to its hooves, softly stroking back the newly formed mane upon her head. It was distinctly a female, and Fluttershy could tell it was confused by that.

Still, they all got to their hooves as well as she could have hoped for, each one shaking off the shock of their changes in their own unique ways. It was quite encouraging to see them so quickly developing new and unique reactions to things. They weren’t acting as one mind any longer, but as their own creatures… it was going to be hard to teach them how to think, but she was certain she could manage it. “Misssstress?” one of them queried, voice still sibilant with an insect like trill.

Fluttershy half smiled. “She’s not your mistress, she’s mine. Sort of like a queen, but not quite.” She gave the little creature a nuzzle, and it unconsciously returned the gesture of affection. That was an excellent sign, and she gave her a very big smile to show her approval. That was an important thing to do in this kind of situation.

“Not a queen,” she confirmed, her wide and luminous eyes focused entirely on Fluttershy. “No… You are queen,” it half whispered, and in that moment something happened. Fluttershy could not describe the feeling, for she had no words or experience to describe it. It was simply its own thing, like a sudden light being shone upon a dark part of her mind that had never before been seen. The world spun around her for a moment, and then…

One by one, it was like little fireflies coming to life all around her. The forty or so creatures lit up in her mind, each and every one of which was looking toward her. The minds, the choices she’d given them were there… but now, she could sense them. Sense their thoughts and presence, as though they were somehow a part of her. “Queen,” they murmured as one, and Fluttershy felt a pulse of emotion in her heart. Something deeper than love, something more powerful than lust. Was this how Twilight had felt about them, as she’d brought them into her fold?

Perhaps that explained why she had become so obsessively protective of them… and it was, perhaps, one more reason to make certain she was safe from harm. “Enough of that for now. We need to keep moving.” They nodded, head bobbing in an unspoken unison. One by one, they spread newly reborn wings into the air and lifted off from the stone… Even in the dim, sickly green light given off by the hive’s torches, they were beautiful. Butterflies, arising from their cocoons…

She did not even need to hear the buzzing of the swarms descending upon her to know they were coming. It was like… Like I can sense them, her mind whispered and her eyes went wide. There were many of them. So very many.

So many new children.

“Why are you certain she can do this?” Mother asked in tense silence as they watched the warrior changelings crawling all over the entrance vent. There were hundreds of them, easily far more than Twilight had presumed there would be. It was frightening to consider that perhaps their numbers were far, far larger than she’d guessed.

Twilight took in a deep breath and exhaled, because if she didn’t trust Fluttershy to do this… “When I created her, I wasn’t yet capable of harnessing my power. I imbued far, far more Shadow in her than I had any of the others.” Twilight shivered a little in atavistic reaction. Fluttershy was experiencing something incredibly powerful, but Twilight had no words for it. “The magic had to do something, it had to have somewhere to go… so it started to improve her.”

Twilight licked suddenly dry lips. The realization had terrified her when she considered that magic might very well kill Fluttershy, but Shadow power seemed to follow far different rules than normal magic did. “I think because each bit of Shadow power is partially you, it had a sort of rudimentary intelligence. It realized the weaknesses inherent in her new form and started to find ways to fix them. Her wings got much stronger, just as an example.”

Umbra was staring at her now, her eyes wide in astonishment, but Twilight could only barely notice it. The feeling of what was happening to Fluttershy was getting stronger by the minute, and her voice had gained a will of its own. “But most importantly, the power realized she was the only one of her kind. That’s not something that nature likes to allow to sustain, and so… so I theorized that she’d have a way to reproduce that had nothing to do with sex. I did a little tinkering and… well, I was right. She can recreate what she is.”

Suddenly, Twilight’s mind was hit with a wave of unfamiliar power, and in a split second Mother was at her side and holding her close to her dark and soft body. “Hush, child. You must be silent. What is about to come…” Mother swallowed, and Twilight could feel an inky dark shield of power gather around her mind and body. “No. I shall keep you safe.” The shield coalesced into something hard and crystalline, and Twilight felt her consciousness ebb away.

Her last thoughts were of Fluttershy, and the sharp pain of fear for her friend.

Fluttershy was the blazing center of a power she did not entirely understand. The Shadow was a part of her, oh yes. But it had created something new inside of her - something that was not the Shadow. Something glorious and beautiful in a way that nothing else had been before it. She felt the power lash out from her invisibly, as those whom she had already changed stood in silent sentinel, guarding her against those few that managed to get close.

One by one, they were swatted out of the air, crashing to the ground as the strange purple and golden power seized them and dragged them in close. She had no horn, and had no control over the magic within her that wished only to protect, to preserve… to save. It was magic imbued with the fervent wishes of a unicorn Fluttershy so dearly loved, and the dark magic she’d wielded to change her… It was a magic that sat warmly next to her heart, a reminder of just how much Twilight truly loved her and her friends, no matter its dark origins.

But it was also a reminder of what she’d had to become to protect those friends. Her friends had been so very brave for her in the past. They had protected her when she had been frightened and vulnerable. They had helped her, and put up with her fear, and never once did they hate her because she had been scared. All of them trying to encourage her to be braver and stronger…

Dashie. Applejack. Pinkie. Rarity.

Twilight.

They’d been strong for her.

And now they needed her to be strong.

So she did not fight the power, as others might have. She did not try to wrestle or dominate it or command it to serve her. She could no more control it than she could control the many weaknesses she’d had. She could not control that her wings were weak, or her anger so very strong at times. The power was not something that could be controlled… so she didn’t try. It was just the way Nature was. Nature had so very many faces that most ponies never saw. It could be beautiful and gentle and kind… And it could also be violent, dark, ruthless, and without morals.

Fluttershy opened her eyes, forcing herself to acknowledge what must be done. Nature was a wonderful thing, but sometimes you needed to reign it in to protect the greater world. Rapacious vines needed to be trimmed back, swarms of pests needed to be kept away from the crops. Violent creatures needed to be pacified.

All around her, the Changelings’ chittering screams made her want to weep and rage against the unfair world that had so despised them. It was not their fault they had been born this way. It was not their fault they had been thrown into this world, dealt the unfair hoof of life. It made her wish that the world was a better place, where these poor creatures could find a way to live in harmony with ponies…

But it wasn’t a better world. Not yet. That was why Twilight was doing what she was doing, taking on the horrible burdens that were required to make the world change. It was a feeling Fluttershy knew all too well, when she had wept every time a wasp’s nest needed to be extinguished, or a den of foxes needed to be moved to protect the smaller animals. And after all the times Twilight had been strong for Fluttershy, after all of the times she had believed in her and comforted her… could she do any less?

All about her, the Changeling bodies warped and changed as the power that flowed from her wings forcibly created more of her kind. A new kind of pony, for a new kind of world. They would become a part of her, and she would give them the ability to be kind and gentle. She would reign in those lesser instincts, and force them to acknowledge the consequences of their actions. She could not take away their need to consume emotion, but by Celestia she could make them do so responsibly.

The one nearest to her, a burly warrior type, slowly and unsteadily got to its new hooves. The holes in its legs were gone, replaced by a firm and deep purple coated flesh. He was as tall as Big Macintosh, and his eyes glowed a luminous gold that blinked in confusion. “What… what am I?” he spoke in a soft, almost whispering voice. Like a child afraid to speak in the night.

Fluttershy lifted up her hoof and slowly stroked down his cheek. He was beautiful, as all of those who were slowly recovering from their encounter with the power she now held. A power she swore she would never use on any other creature, fearing what it might do to them. These Changelings needed to be saved from themselves as much as they’d needed to be saved from Umbra. Here, she could justify it. But on other creatures? Never.

It looked at her in confusion for a moment, and then in recognition. Fluttershy nodded slightly as another firefly came to life inside of her mind. “Something new,” she whispered softly, gently nuzzling her cheek against his affectionately. He returned the gesture unconsciously as a thousand little fireflies slowly began to bloom to life around her. She could not help but feel the wonder in her soul soaring into the skies above at the sight of so many new little flames in the world. She felt her smile widen, as more and more of those luminous eyes gathered around her, surrounded by fluttering jewel-like wings.

“Something beautiful.”

Chrysalis screamed in pain, her hooves flying up to grasp at her head as a massive swarm of her children were ripped from the hivemind. In panic, her orders lashed out through the psychic channels that connected her to her drones, her warriors, and so many more. Whatever it was that had come to harm her, it was far too much to face head on.

Her thoughts lashed out as her closest guards gathered up the crystalline eggs from her chambers to carry them to a safer place. The outer hive could be lost and rebuilt. There was nothing there worth her time to defend, but if she lost too many of her children now, it could spell doom for her entire species. There was only one recourse to her, and it was something she had become very good at.

Her thoughts turned to the hive, directing the gathering swarms that had been preparing to descend upon their attackers. Doubtless it was Celestia herself to be so powerful as to wipe out her swarm like that. That bitch sun princess, come for her revenge against Chrysalis for her humiliation. The orders went out in a thundering, hissing voice that commanded her children to obey. They did not hesitate, as was fitting of Changelings obeying their queen.

As one, the order was relayed to those outside her control, scattering amongst the hivemind as their Queen turned to the matters most important. She needed to get her newest children to safety. Even if all else was lost, with them the future of her race was a bright one indeed. But for now, they would do what was necessary and try to frustrate their foe until Winter came.

And then, it would be far too cold for her to remain here, the unique rogue weather that plagued this area would bury the entire land in ice and snow. A remnant of some ancient battle of sorcery, so very long ago. The outer caves would become death traps for any mortal creature, and that prissy Celestia would not allow her precious children to be killed by the cold. Meanwhile, Chrysalis would revel in the inner cave’s warmth, provided by the steam vents from deep within the earth.

Chrysalis stared into the distance of the outer caves, wishing she had the strength to confront her foe. But now was not the time. Celestia’s day of judgement would come, oh yes it would. But until then, she would do what a Changeling did best.

Run.

Hide.

Survive.