by TGM

Chapter 1: Wither

“Hah! What a lovely but absolutely ridiculous sentiment!” Chrysalis slowly walked to the nearby window to monitor the progress of their invasion. Changelings swarmed the streets, and ponies littered about, trapped in goo. Soon Canterlot would fall to their might, and she would never have to worry about her or her children starving again.

Chrysalis smirked, drawing breath for a scathing remark. A victory quote worthy of this historic occasion.

She never got the chance.

When the queen turned to address her captive audience, she found instead Princess Cadence and Shining Armor floating in the air. Her bated breath, instead of humiliating her beating opponents, was torn away in ringing denial at the impossible spectacle before her. “No...no! Nooooooooo!

Pure, unfiltered love, terrible in its radiance, crashed into the shocked conqueror like a tsunami. It tore away her victory, and her children’s food. She screamed and her regal black chitin peeled away as the very energy she coveted tore her asunder. The wave rolled past. It lifted her into the flow like flotsam and smashed her through the window she had been gazing through just moments ago. Her Swarm was caught in the current as well, and it sent her children skipping off the flagstone-paved streets and slapped them against the city’s walls. Their voices echoed through her mind in terrified desperation as they sought guidance, reassurance, anything from their mother. Their Queen. In the midst of her shocked agony, she had nothing to offer them. The pleas grew faint, distant and weak, and then stopped. Canterlot city, a spectacle admired by millions all around, was growing further and further away with each agonizing breath she drew.


A harsh croak near her face made Chrysalis wake with a start. Her horn lit immediately, illuminating the blackened room with a sickly green glow. Two small figures leaped back at her sudden motions. The Changeling queen growled.

“Begone!” The sound of squawking and flapping wings filled the room. The two intruders had departed and left behind nothing but a pair of feathers which slowly floated to the floor at the edge of the queen’s magic glow. Her unwelcome guests left a rank stench in their wake. The offal encrusting their talons and matting their dingy feathers tainted her quarters with a foul odor.

The routine was the same as always. Queen Chrysalis stood from her sleeping position then made her way over to the wall of her chambers where she had mounted a mirror. She levitated a mangled and dirty brush and ran it through her nonexistent mane. She hummed quietly to herself as she did so. Many of her children would be shocked to see her in such an elated state, but she did have her moments.

Once she deemed herself presentable, she forced open the rotting doors to her chamber. They hit the walls and emitted a loud boom that reverberated across the spacious chamber and into the desolate tunnels of the Hive.

Chrysalis frowned at the sentinels flanking her door. “I trust that the next drones I assign as the ‘Queen’s Guard’ will not be so foolish as to allow trespassers into my chambers.”

The unmoving figures did not respond.

“Nothing to say for your failure? Very well, I expect to see you working the tunnels again within the next three hours.”

A steady tearing sound caused Chrysalis’ ears to twitch. The halberd clutched in her guard’s grasp slowly listed to the side as she watched. It picked up speed in its descent until it clapped against the floor with a clang, raising a hazy plume of dust. When the thick motes cleared, the macabre sight of a changeling’s foreleg wrapped around the haft awaited her baleful gaze.

Chrysalis said nothing for several seconds. A green glow flared along her horn as she haphazardly stuffed the guard’s hoof back into place and hastily leaned the halberd against its side. “Do not fake injuries as an excuse to get yourself out of discipline, worm!” Chrysalis snarled. “Tunnels! By the time I get back, you had better be hard at work. Or you will suffer.” Chrysalis swished her dirty tail as she turned her back to the silent guard and began to make her way to the nest.

The nesting chamber was derelict. Walls that once housed legions of her children, waiting to be hatched, now stood cracked and dry. Dull, grey light filtered through a rent in the ceiling of the nursery revealing a tableaux of frozen figures, caught in a snapshot of life. Littered all across the floor of the chamber were hollow and empty exoskeletons. Some retained the likeness of the changeling they had once housed, while others had long since dried up and were barely held together by the same goo they had used to ensnare their victims two years ago. All of them were posed to look as if they were tending to the needs of the larvae.

Queen Chrysalis looked out upon her children from a balcony high above the chamber. The sight of all of her children working so hard to provide for the hive brought a smile to her face. She placed her forelegs on the balcony railing and lifted herself up.

“My children! Another day begins, and so we grow a day closer to taking back what is rightfully ours! Equestria will tremble at the sight of us, they will fall before our wrath, and this time their love will not protect them from our numbers!” She hissed as she spoke of Equestria. “We will be victorious!” Queen Chrysalis paused to hear the cheers of her children, but the only sounds that reached her ears were the dying echoes of her own voice coming back to haunt her. She frowned, her ears going flat against her head. Why did her children not cheer for their impending victory? “Are you not enthusiastic for this day, my children? Redemption is in our hooves!”


Queen Chrysalis lowered herself from the balcony. Her eye gave a slight twitch. “Of… of course. You are all very busy. I understand.” She stuck her chest out and stood a little straighter. “Continue your work, my children!”

“What exactly were you expecting?” a snide voice spoke from behind.

As the unexpected vocalization first touched her ears, Chrysalis turned and readied her magic. The light it gave off was dim, belying her waning powers. Upon seeing the owner of the voice, however, she relaxed her stance. “Oh. It’s just you.”

A refined, yet familiar figure sauntered forward out of the shadows. Her gaze locked onto Chrysalis like a predator stalking its prey. As Chrysalis’ heartbeat quickened, she swallowed a lump in her throat and stared back at her duplicate, schooling her expression into a mask of indifference. “Isn’t it odd that our children do not sing songs of victory along with you?” The Other inclined her head towards the changelings assembled below. “I wonder why.”

Chrysalis scowled. “Clearly they are busy with their work. I understand sometimes morning rituals must be sacrificed in favor of ensuring the safety of the hive.”

“Oh my, that must certainly be the case! They look so very busy, the way they do not move. The way their hollow eyes stare off into space. I’m sure this will benefit the hive in many ways.” The Other simpered sarcastically, cocking an eyebrow as she cut her eyes at the Queen.

“I do not know what you are talking about,” Chrysalis snapped. She turned to trot away from her counterpart. “I see my children hard at work, so if you don’t mind, I have a number of things to attend to this morning. It would be wonderful if we could end this… pleasant conversation earlier than usual.”

The Other snorted derisively. “What things? All I see is a derelict hive and dead changelings strewn everywhere. Surely this lovely ‘kingdom’ can take care of itself from now on. I hardly think they require your assistance anymore.”

“Silence yourself.” Queen Chrysalis scowled and glared at her counterpart. “You will not talk about my children in such a way. They are alive and are as happy and healthy as they could be.”

“They are dead, Your Majesty,” the Other spat spitefully. “They’re all dead, and you’re the last one. If you die, the Changeling race will be extinct. Gone.”

Chrysalis gritted her teeth. “Shut up…”

“You could fix this, you know. All it would take is a letter.” The Other purred. She sauntered up close enough for Chrysalis to feel her breath on her cheek. “Ask the ponies for help. We may have hurt them in the past, but I doubt they would turn their backs on a species that is so close to extinction.” Her shadow stalked around in front, a lopsided leer adorning her face. The subtle peridot glow from her irises seemed to streak in the half light as she leaned in even further. She traced one hoof tauntingly along Chrysalis’ jawline as she spoke. Her tone soon turned pitying and seemed a mockery of the fallen sovereign. Chrysalis bared her fangs as she prepared to snarl a retort, but the Other flicked her jaw shut with the tip of her hoof, causing the Queen’s teeth to meet with a snap.

“You could be doing that, yet you choose to spend your days in a pretend kingdom, playing a pretend conquest,” she concluded scornfully. She sashayed past and out of sight, but not before flicking her ruined tail in Chrysalis’ face as one last slight.

“I said shut up!” Chrysalis whirled to face her counterpart, but she was gone. She spared a glance around the area. Satisfied that encounter with the loathsome trollop wearing her face was over, she turned away with a frustrated huff.

The Other was there, directly in her face now. “Wake up!

Silence!” A burst of green magic left the queen’s horn, obliterating the nearby railing and some of the wall. Chrysalis’ form shook with fury as she glared at the empty space the Other once occupied.

“Lies… all of it…” she growled to herself. Something was poking at the back of her mind, pleadingly trying to convince her otherwise, but she shoved that aside. “No! I will not go to the ponies! I don’t need their assistance!” She lashed her tail, then glared back where the Other had stood. She gritted her teeth, then turned and trudged down the hallway, towards the war room.

The Changeling war room was a welcome sight to Chrysalis’ tired eyes. It was familiar to her, spacious and well kept. Maps and drawings that had grown dusty over time were pinned to the walls. A long, chitinous table served as the center of the room, with several hollow exoskeletons arranged around it. Each wore a different armor, detailing the wearer’s rank. Chrysalis took her seat at the head of the table and let out a tired sigh and hung her hooves in her lap.

“I apologize for my tardiness,” she said aloud, her voice bringing order to the chamber. “I was… caught up in another matter.” Ordinarily she wouldn’t have said anything, but her changelings were especially boisterous today. “In any case, I declare that this meeting has now begun.” She reclined in her chair, awaiting a briefing from her second in command. After a moment, one of her ears swiveled, and she turned to face the withered husk seated immediately to her right. A small docket containing a few ragged sheets of parchment caught her attention, and she pulled it nearer with her magic. She flipped it open and perused the information therein for a short while before consulting with her generals.

[The griffin kingdom, you say?] Chrysalis’ voice echoed through the hivemind, fully expecting the fluttering sensation of the entire room focusing its collective attention on her.


Her eye twitched as she turned her head towards a carcass that stood to the left of the table, blue and sapphire-like armor adorning him. [The griffins are very militaristic, I’m afraid. Infiltrating them as we did the ponies is out of the question, as we can only take equine form. Furthermore, even with our numbers, I fear we would be wiped out rather quickly.]

The hiss of nothingness in her mind was positively deafening. The children were almost disrespectful this morning, clamoring for her attention.

[Yes, yes! I know we are running low on love. However, the ponies remain our primary target! I do not think we will find a place more steeped in love anywhere else in the world.] Chrysalis ground one hoof against her temple briefly. A mother’s work was never done.

A creak came from one of the surrounding walls.

[Our numbers are not diminishing!] Chrysalis stamped a hoof on the table. [We are as strong as we have been in the past; we will prevail against the ponies!]

“I vote that we send a letter to Princess Celestia.” An all-too-familiar voice rang out from the far end of the table. Chrysalis’ head whipped around to face the blasphemer.

“What did you say?!”

Two rings of peridot light in the dimness. The Other sat where one of her commanders should have been. “Send a letter to the Princess. We could use the help, and frankly I don’t believe we are going to last much longer without it.”

“Hear, hear,” another voice spoke up, this one from Chrysalis’ left. She turned her head, locking eyes with the Other once more. The imposter was now in the place of her second in command. “If we do not do something soon, I fear our species will be no more.”

“I have to agree.” A voice from Chrysalis’ right now made itself known, and once more belonged to her counterpart. “Our love is diminishing, and I do not know how much longer the hive will last on words alone, Your Majesty.” The Other sneered, bowing her head towards the Queen.

The three Others’ voices increased in volume, chanting their agreement on requesting help from the ponies. Chrysalis held her head in her hooves, the voices pounding on the inside of her head. She growled again, then slammed her hooves on the table. “Enough!” A blast of green magic roared forth from her, destroying the table and sending pieces flying into the surrounding walls. Chrysalis was panting, her eyes sweeping the room. The Other was nowhere to be seen. In their place rested the scattered remains of her three most faithful commanders, their corpses reduced to shrapnel and ash.

“Oh no… no no no no no no.” Chrysalis quickly lit her horn again. The debris rearranged itself to resemble the shape of changelings once more. [I apologize. I did not… mean to lose my temper in such a manner. Please, don’t—] The chitin in her magical grip fell apart once more, breaking into even more pieces upon contact with the ground. Chrysalis sobbed silently as she desperately tried to rearrange her children, but after a moment her sobs dissolved into forlorn chuckling.

“Of course. You’ve all been working so hard to help provide for us, it’s understandable that you’d be exhausted.” She sniffled. Offering the scattered remains a crooked, cracked, fanged smile, she stood and moved to the entrance of the chamber. “You’ve earned your rest for now, little ones. I’ll be back tomorrow.”


Chrysalis wandered back into the nesting area, this time on the ground floor. She didn’t have any particular destination in mind. She simply wanted to see all of her children hard at work. The faces of her children did not show happiness upon seeing her, did not show reverence, did not show anything. The only thing alive in the bodies of her children were the maggots working their way through the Changelings’ hard chitin, maggots that provided the queen of the Changelings with a small dose of love.

Even with the lack of response, Queen Chrysalis smiled. She was happy to see all of her children so content.

The sound of crunching chitin drew her gaze away from her children and towards one of the branching tunnels to the nesting chamber.

“Do you truly think there will be shinies here?” A gruff voice emanated from the dark tunnel.

“There must! Me do not think the bug ponies would have nothing of value in a place so big!”

Two dark, bipedal figures stepped from the tunnel, their silhouettes giving them away without Chrysalis needing to get a close-up look at them. Diamond dogs.

“You dare intrude upon our nest, you mutts?!” Chrysalis stomped a hoof, launching dust and debris into the air around her.

One dog leaned over to the other and whispered, “Jasper, I thought you said this place was abandoned?”

Jasper grunted. “It was supposed to be. No dog has seen any bug ponies for almost a year now!”

Chrysalis frowned at the title. “We are not ‘bug ponies!’ We are Changelings, and we will make sure that you remember our name! Though you may not survive long enough to tell others!” Chrysalis turned her gaze to the dead carcasses about the room. “Children! We have intruders! Strike them down!”

The silence that followed was only broken by the dogs’ laughter.

“Me thinks the bug pony has lost her marbles.” One dog snickered. “There are no ‘Changelings’ here. Aside from you, the rest are all dead!

Chrysalis was busy gawking at the prone forms of all of her changelings, she did not hear what the dogs had said. How could they have defeated her children before even arriving? “Very well then, you filthy mutts! I will take care of you myself!” She scraped her hoof into the resin, then charged at the two dogs.

The dogs leaped out of the way, their jovial laughter now changed to growling. Queen Chrysalis rose up on her hind legs and turned, stamping her hooves into the ground as she released a blast of magic from her horn that caught one of the dogs in the eye. He was sent flying backwards with a howl. Chrysalis turned toward the other, but she was instead met with a paw to the face. Her head snapped backwards with a gasp, and she felt something smash into her gut along with an agonizing amount of pain. Chrysalis flew through the air before rolling along the ground, goo splattering across her chitin and plastering her tail to her flank. She slid to a stop and struggled to catch her breath after the air had been knocked out of her. She could hear the padding paws of the dogs as they drew closer, laughing as they did.

“Bug pony should not have done that.” One spoke, a giddy tone to his voice.

“Bug pony will pay, and once you’re out of the way, we will—”

Chrysalis shot them a glare, her horn lighting anew. Fury overtook her thoughts, and she released a blast of green magic from her body, one that sent the dogs plowing backwards into a wall. “Get. Out!” She released a blast from her horn that smashed into the wall next to the dogs, spraying debris everywhere.

Jasper growled and rose to attack her again, but he was stopped by a paw on his shoulder. “Jasper, this is not worth it. Let us return another day. Bug pony is almost gone anyways.”

Jasper seemed to relax, then he grinned. “Yes, bug pony will not last much longer. We will return when the vultures have picked your bones dry.” The two dogs left through the tunnel from which they had come, and Queen Chrysalis relaxed her fighting stance.

A stabbing pain came from her gut, causing her to wince. Looking down, she could see a fresh wound across her belly, green blood leaking out.

“You’re hurt.” Chrysalis raised her head, face to face with herself once more.

“I am aware.” She began to stagger away, but the Other was standing upon a pile of goo off to her right.

“You will not last long with such an injury. You need help.”

“I have all the help I need!” Chrysalis spat, grinning as she yelled, “Changelings! Your queen requires assistance!” She waited.

Nothing. No wingbeats. No stomping hooves. The silence was her only companion. Chrysalis blinked. Where were her Changelings?

“Perhaps look around you.” The Other swept her hoof across the room.

Then, for the first time, Chrysalis saw. Dead Changelings littered the room, their chitin dirtied and rotten with age. Maggots called her ex-children their home, and it was the love generated by these disgusting creatures that had kept the queen alive for as long as she had. Once-beautiful chitinous walls were now dried and cracking, with eggshell fragments lay strewn about the room. Chrysalis inhaled a sharply, causing her to cough.

“Don’t strain yourself,” the Other warned, her horn lighting as a quill and a piece of paper floated over to the queen. “Please, you know what you have to do. You know what’s best.”

Chrysalis coughed again, green blood splattering the ground in front of her. It hurt to cough. It hurt to move. Her legs gave out, and she now lay on her injured belly, wincing as the blood began to pool around her.

“Please, hurry,” the Other urged, tears beginning to form in her eyes.

The queen took a shaky breath, then she began to write.

Dear Princess Celestia,

A wet spot stained the letter.
Help me.

Chrysalis picked up the letter with her magic. With the last of her strength, she focused it into telling the letter where to go. It vanished in a flash of light. The quill fell from her grasp, floating down to land in the puddle of her blood. Queen Chrysalis’ head impacted the floor. She was too tired to keep it up anymore. Slowly the blackness narrowed her vision, until all she could see were the hollow eyes of her children staring back at her.

“I’m sorry…” she sobbed. As her eyes closed, she saw a single feather float down from above and land in front of her.

Author's Notes:

Editing notes:

-Chrysalis' descent into madness is now much more showy. No longer does she look upon dead changelings and see dead changelings, but happy subjects.

-The 'other Chrysalis' has now simply been named 'The Other'. Her personality is much more akin to the Chrysalis from the show, sarcasm dripping off her unkind words and her rants now have a bit of seductive animation.

-A hive mind mentality has been implemented. In the scene with the war room generals, Chrysalis 'speaks' with them through telepathy, rather than out loud.

Hope you guys enjoy. c:

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