When Luna read what Star Swirl had deduced, she quickly appointed a general to take her place as the leader of the invasion force and flew with her pegasus squadrons to find the dangerous entity known as Avarice, who possessed a dangerous magic not seen since Grogar. Oh, she remembered him, and his wretched dark city of Tambelon. She remembered getting drunk in revelry when it was reported that the evil city sank into the earth, leaving what was now known as the Great Swamp.

Luna had been glad and worried when word reached her that the pegasus squad dispatched to the logging village of Dock End had been incapacitated with a potent Sleep spell, and so it was that she personally made for the aptly named village. However, when Luna arrived in Dock End, she did not expect any of the circumstances that had arisen.

For instance; the village suddenly becoming rich? The evidence of nearby long-lost elven crypts? The very likely possibility that Avarice himself was one of these fabled elves of yore that preceded even her time? That he was apparently a summoner, and he'd summoned an elf mage to do battle with her soldiers? No, none of it was within her expectations. But what really surprised her was what the villagers told her.

Avarice had served the village for little over a week as a provider of sundry goods as well as special items, like a minotaur warhammer and bits of raw iron for instance. However, he had most of all promised the town he'd arrange a proper form of income to breathe life into the village and grow it into a town. Luna felt a little saddened that her soldiers had prevented that with them driving him out of town. However, in the end; Avarice had done as he'd promised, and with the massive amount of treasure he levied upon the town through a magic satchel according to the only really injured soldier in the skirmish, they would be able to easily purchase the services of a permanent caravan to deliver their lumber, as well as draw in more workers and add another mill.

But that wasn't all actually. The historical importance of elven crypts and ruins meant that once the war was over, this area was going to become flooded in historians and archeologists who wish to study and preserve elven locations and relics. Not to mention, with Dock End's rather strategic location, should Bullgaria be annexed, or a peaceful resolution be reached, it would be the first stop in and out of Equestria between the two countries.

All brought to her attention by the enigma known as Avarice. Luna was just finishing using a certain sort of healing spell to help purge the pony known as Log Runner of the tetanus that Avarice had inflicted upon him with a rusty old throwing knife in his anger as she mused over all of this. “Thank you so much Princess.” Luna managed to contain a blush at Logger's deep, rumbling voice. Darn earth ponies and their sexy muscles and voices.

“It was no problem citizen. But I must know why Avarice would use a rusty knife instead of a clean one.” That did baffle Luna. The villagers said that his wares were “gently used” at best, and junk at worst, but his prices were fair, and sometimes he even offered what they wanted for free as if it didn't matter if he made a profit or not. Then again, he was sitting on a literal fortune of plundered treasure, but he gave that up....

“Probably just to spite me. I was the one he spoke most to, so I guess my betrayal stung the worst.” Logger sighed sadly, his ears drooping. “I guess I reminded him of somepony he used to know, said I was like an old friend. I feel terrible having done this to him.”

“You did your duty to your country Log Runner. Have no shame in this.” Luna made sure as of now to double-check that he wasn't under a similar affliction as Moss Stone, and found that he wasn't. 'T'would seem that for whatever reason, Avarice had no reason to contractually bind anypony here to him, and if he did, he'd already carried out the contract.' “So you're sure that Avarice did not make a contract with anypony?”

“Well...he did make that verbal promise to help us become a proper town...and he did it, even after what we'd done...just goes to show; some ponies, regardless of their background, are just good folk deep down.” Logger said sadly, and Luna decided to leave the sad stallion be.

'Avarice...you're truly a conflicting enigma. I have something else to message sister and Star Swirl about now.'

[ $ ]

Avarice stumbled, coughing as if choking. He fell to his hands and knees, moving his bandanna out of the way, before seeming to vomit up a massive amount of steaming hot meat. 'Oh...fuck...are those?' “Our lungs? Yeah....” Laying in a motionless heap on the ground under them was what used to be Konrad's lungs. 'Ew, what's worse is I didn't even feel that.' “New lungs. We've grown enough to need to supply our own oxygen.” 'Just what the fuck are we evolving into?' “I think I have an idea, but let's swap, I'm tired.” 'Good, I'm tired of just daydreaming all day.'

They'd been traveling east for a few days, and in that time Konrad and Avarice noticed some drastic changes. They couldn't actually feel anything the host body interacted with now, meaning Konrad's body was officially dead and was just a meat puppet. That said, they were consuming the cadaver to grow into what they'd subconsciously found to be the most adaptive form for their environment. As of now; they could actually feel the body around them, their forming body underneath all the dead meat made them feel stifled, as if wearing a too-hot soaking-wet jumpsuit.

“I can't wait for this to be over with.” Konrad admitted. He was all for holding on to his body for as long as possible, but at this point he was just about ready to drop this dead weight and find another host.

{Judging by our progress, it will be if we continue to remain active. Our sedentary period in Dock End built up energy, energy we're now using.}

'Thanks Avarice. If you weren't here, I'd just be aimless and scared.'

{Not a problem. It's what I was designed for after all.}

Konrad coughed a bit more, spitting up some extra dead meat, before grabbing the hunk of organs and stuffing them back into his insectoid maw, which promptly processed the mass into mush, and swallowed. 'No point in letting it go to waste.'

After eating his old lungs, Konrad surveyed the land before them. It was a stretch of swampland so massive it was really daunting to even consider. Remembering what his old friend Anthon had told him, Konrad knew to just try and cut through would be suicide. Anthon had lived in the marshlands of Florida and Georgia for most of his life, so he took his old pal's information to heart. 'I have no idea what's in there. There could be crocs, gators, giant fucking snakes, and maybe even parasites that could give me a run for my money.'

{I don't like this, go around.}

'Are you kidding? Have you seen the size of this place? It'd take days out of our travel to go around.'

{It'd take longer trying to cut through, Anthon said to try and go through anything like this was a death sentence without a boat of some kind, and sorry, but you didn't do so well in emergency nautical construction in the boy scouts.}

'Hey! Making a kayak in a hurry is hard!'

{My point exactly, we go around. Besides...this place is...wrong. Something dark...evil lies within.}

Konrad thought on it, and decided to follow his old friend's advice and Avarice's wariness, and go around. He skirted along the edge of the place for days, seeing giant anacondas, crocodiles with skin made of fucking rock, and all manner of giant insect and spiders that made him look like a snack in size. 'I would just like to say thanks again for saving our asses.'

{I just want to get away from this place, why don't we head north?}

'Right into the fucking thick of the country? Are you kidding? We're wanted right now, laying low on the outskirts is the smart thing to do. Besides, we're a walking corpse right now. Ponies will smell us a mile off.' Konrad justified, moments before getting struck on the back of the head, which meant they'd been hit in their own forming head underneath, knocking them out.

[ $ ]

When they came to, they woke up naked save their boxers in a pile of bodies in a dark cave, swarming with flies, which they could see clearly through their mutating eyes. 'Oh gog, oh gog! It's like the start of Kingdoms of Amalur: Reckoning!'

{Ugh...nerd...we gotta...focus....}

'What's with you?'

{Head...can't...part of brain....}

'Shit...they creamed the part of the brain you were in, hope you can recover, we-.' Konrad moved, only for his left arm to seem to rip off, revealing a stick-thin insectoid limb coated in blood that hadn't finished forming yet. 'Fuck! My body's done! We need a new host, and I don't know how to do that!'

{Know...here....} Konrad cringed as a surge of information flooded his consciousness, and he realized he didn't need a host now.

He had all the meat and energy he needed right here.

Since whoever 'murdered' him and all these poor ponies...horses...buffalo? Wow, a variety of species was here. They all shared the same characteristic of being emaciated to skin and bones, regardless of gender, species, or age. Yeah, there was even a child or two in this mass grave. Well, grave may be a far too kind word for this atrocity. 'When I find who did this, I am going to fucking eat their face!'

Knowing nothing of what lay outside this chamber, and knowing he'd be defenseless against whatever had done this, Konrad began fervently eating into the pile of corpses. He tried not to relish the taste, the forbidden sensation of consuming the flesh of sentient creatures, but Konrad's palate had acquired tastes geared towards his continued survival as a parasite, and soon predator. So soon he had gone on a feeding frenzy he'd never imagined, lost in the rush of gnashing mandibles, crunching bones, and shredding muscle tissues.

He didn't know how long it took, between his massive binges and falling into food comas inside his safe warren of meat, but he'd idly noted that soon he'd been shoving food into his maw with massive claws, ripping through flesh with natural blades of his body, seeing THROUGH things with nearly unblinking eyes. Konrad hadn't heard from Avarice in a long time, it was nothing but peace, and quiet, and his seemingly endless source of food.

Until he snapped awake from another nap that had followed another binge, and turned his shimmering solid red eyes towards a disturbance. 'Someone intrudes in our territory.' Konrad could see through his warren into the open ground between his home and the opening that led outside his domain, two heat sources carrying another cold one he was so familiar with, but still fresh. 'Live prey....'

The two entities he could “see” through the corpses were black bug-like anthro ponies with jagged horns coming from their foreheads, and insect wings folded under petite armored shells on their backs. They were dragging the emaciated corpse of an Equestrian pegasus scout to the pile. “Y'know, I don't see why the Queen has to drain them dry. I mean, not only does it kill them, but it's a waste of renewable Love.” The mare commented, her more curvy carapace shapes indicating her gender along with her voice.

“Yeah, just look at this pile, it's massive...wait...does it look smaller than last time?” The stallion asked as he looked at the rotting pile of bodies. “I mean, it nearly reached halfway to the ceiling with that last body we brought in. Don't know why the scouts brought back an already dead one, but-.”

The stallion didn't get to say anything else, as a giant metallic blade attached to a long segmented black exoskeletal limb punched clean through the outer layer of corpses and stabbed clean through his chest, killing him instantly. “AH~!” The mare was silenced quickly soon after, as Konrad erupted from the pile of bodies, and used his giant scissoring mandibles to crunch clean through her throat. He continued eating her, her flavor unusual, new, and inviting. As he consumed her, especially her brain, Konrad slowly began to regain himself at last, the sensation of eating fresh meat providing something his body needed.

'Oh...oh gog...I just killed and ate someone.' Konrad stood, feeling awkward with his new height, easily now a foot over what he'd been as a human. 'Whoa, trippy.'

{About damn time.}

'Avarice? What's happened?'

{What happened is you degenerated into little more than a feasting and content little parasite that's what. Thank gog these idiots happened along to give you a jump-start.}

Konrad looked at his hands, and marveled at the two-fingered and one thumbed claws with long, extremely dexterous digits. “Holy hell...I recognize these hands....” Konrad then moved his tail...yeah, he had a tail! He instinctively moved it around to look at the familiar sword-like blade that was currently coated in green blood from that lucky stallion who got to die near instantly. “I'm a fucking Verdugo!”

{Bingo! Yahtzee! Survey says: BOW! Welcome to your preferred form Konrad. Nice choice.}

'But wasn't the Verdugo a product of careful genetic alteration and incubation? I know I'm a Dominant Species Plaga, but how could I become an even more artificial Plaga variant?' Konrad asked as he idly scooped up the cooling mare's corpse, and continued munching away at it idly as if he were eating a hotdog.

{You just answered your own question. You were just lucky we didn't have to do an emergency mutation and become something extremely hard to disguise. Especially since we've got a nice little mutation growing just from eating this little bug.}

'What mutation?' Konrad asked as he ripped off the chestplate of the dead mare, and began eating her green and pink organs. It was when he hit a certain gland that Konrad's eyes glazed over, and he swallowed the utterly delicious thing whole. 'Oh~! What was that?' Konrad dropped the body, no longer interested as he began running his claws along his segmented black carapace sensuously, as if that organ was filled with aphrodisiac. 'I feel so~ good!' Konrad's prehensile retracting tongue lolled out of his mandibles, as he was really wishing he had genitalia right now.

{No idea! But it's starting something I like the sound of! Try the other one!} At Avarice's eager prompting, Konrad quickly pounced on the stallion's corpse.

[ $ ]

About an hour later, a black buggy stallion with glowing red slit eyes peered out of the entrance to the corpse dump, and began casually walking along the green resin-coated tunnels, looking at them in interest. 'This is...surreal...what allowed us to do this again?'

{One of those organs you ate was a spectacularly advanced metamorphosis-like gland that lets us shift our biomass about, and alter our outer appearance. It would seem these creatures can do it at will, and with practice maybe we could too. Our body knew the organ was an exceptionally worthwhile adaptation and took it in. That orgasm inducing sensation was something else though.}

'Well, whatever THAT was I'm eager to do it again. Speaking of which.' Konrad looked down his impressively muscularly shaped carapace to the armored groin of his new appearance. 'I can feel I have something down there again. Whatever we just did before, if we do it like this...oh~...haven't even thought of things like that in ages.'

{Watch it Konrad, we don't want to become a sex-crazed shapeshifter. Now remember; eyes on the prize. We need our stuff back from these murderers. Try to blend in.}

Getting reminded these thieving, murdering bastards had killed his original host, and stole his stuff, really metaphorically raised Konrad's hackles. Instead, his folded bug wings buzzed in their armored covering in irritation. 'Yeah, on it.' He walked along the tunnels, his instincts driving him towards the direction of his things as Avarice said they were a part of him.

Before long, he came across something both daunting and impressive. This was a hive. A massive underground structure filled with these bug-like anthro ponies that all moved and mingled about like normal people. Konrad tried to pretend nothing was up, but the way he towered over them, since they were at most 5 feet to 6 feet like normal people and he was still seven feet in this form, really drew a lot of attention. Especially his glowing red slit eyes.

Soon, he had a path formed out of the crowd that all looked at him in a mixture of fear and anticipation. 'What the fuck is going on? Have they seen through me?'

“To whom, do I owe the honor?” The sensuous, silky voice stopped Konrad dead in his tracks, and drew his gaze up a staircase on the opposite side of the massive chamber to a glorious sight. A shapely, yet lithe and graceful buggy anthro mare with long red veil-like hair and a tail, with red eyes like his current ones gazed at him with barely restrained hunger of the carnal sort. “It has been a long time since a King visited my hive.”

'Holy...fudge...she is...so....'

{Keep it together man! We could use this. I know you were a completely tactless nerd in your old life, but be suave, be casual, relaxed. We could find our stuff, get the run-down on this operation, and maybe even get lucky if we play our cards right.}

“I am Avarice. I smelled a distinct stench of death coming from here that was rather obnoxious, and had to investigate.” Avarice stated as he folded his arms and smugly smiled at the tall mare, who blushed green in a mixture of shame and embarrassment.

“Well...I admit I have a nasty habit of eating a bit too much....” She said nervously as she quickly checked herself over, as if worried she might've gained weight that might dissuade this potential mate. “Let's not speak here, come here into my chambers so we can get acquainted. My Little Changelings, go about your business.” At her words, the whole chamber simply continued on as normal, getting Avarice to raise an eye ridge.

'Impressive, let's chat her up shall we?' Konrad easily strode through the crowd, and only noticed just now that every changeling here was completely nude, him included. But their natural armor shells allowed him to look past that and see that while they were naked, they weren't completely so. 'A society where clothing is optional, because their bodies have natural clothing already. Cool.'

He approached the Queen and after giving a respectful small bow of his head, she smiled and led him into her chambers. “I am Queen Ichor, I humbly welcome you to my hive noble wanderer.” Ichor curtsied to him, and Konrad smirked and waved her off.

“Ah, no, you don't need to do that. It's embarrassing. Don't stand on ceremony with me, I'd rather we just sit and talk. It's been a while since I came upon a hive.” 'That's it, play it easy.' Konrad told himself, Avarice remained silent as he observed while both Ichor and Konrad sat at a small table made of what seemed like shaped changeling carapace and green resin on stools of the same material. 'Very efficient, reusing the bodies of the dead for useful objects.'

“So, do you have word from the other hives? I've not heard from any of my sisters in an age.” Ichor asked conversationally as she opened a lidded little candy dish, and popped a bonbon into her mouth.

“No, like I said I haven't come across another hive in a long time. Just came from Bullgaria honestly, had to flee all the fighting going on.” Konrad said as he helped himself to an offered bonbon, the taste was rather nice for whatever a changeling's palate was.

“Shame, I haven't heard from Carnation or Chrysanthemum in forever. Oh well. So, want to mate now, or do you have any questions?” Ichor's incredibly forward question threw Konrad off and he nearly choked on the bonbon in his mouth, and Ichor giggled at his startle. “Not used to a hive's queen being so forward?”

“*cough* No, not at all. They usually try to be all professional about it. But before we do, are you one of those “black widow” types, or something? Have to make sure.” Konrad asked, and Ichor snorted in amusement.

“No, I'm not like cousin Rose. I don't get off on ripping the throat out of my sexual partners.” Ichor said casually, getting Konrad to snicker.

“Alright then, but afterwards, I want to see where you keep the things of your victims. I would have use for them on my journeys.” Konrad said, and Ichor eagerly grabbed his hand and dragged him into her sleeping alcove in the corner.

[ $ ]

Konrad walked out of the cave entrance to the hive on the northwest edge of the swamp feeling really proud of himself, fully garbed in his equipment once more and shifted into looking like his old self again, all pale and ginger as he used to be. 'I never thought I'd miss being a scrawny big-footed nerd.'

{Well done lad. Got some action, finished evolving into a suitable form, and learned a lot of things about these changeling people. Such a shame they have to rely on Love to survive, and that eating only lets them enjoy the taste and make resin.}

'Yeah, and to do it my original body had to die, I had to commit mass cannibalism for possibly days, kill two people, possibly impregnate a changeling queen, and take a bunch of poor unfortunate victim's lost things along with regaining my equipment. I should feel like shit, yet I don't. Why is that?'

{Eh, I guess becoming a parasite can do weird things to a person's morals. Shall we go?} Konrad nodded to himself and Avarice, before he continued onward due east. He could see a dirt desert on the horizon, and he was all for getting to familiar ground after so much forest and swamp.

Author's Notes:

Ah, yes, Avarice's first major transformation. Verdugo, my favorite baddie from RE4, mixed with Equestrian Changeling.

No wonder everything went down the gutter so fast!

Again, edited, please inform me if you spot something off.