Chrysalis, Queen of Changelings opened her eyes and took a deep breath. It had been a long time.

Fluttershy’s cottage was filled with screams and flurried motion. Chrysalis ignored it and stretched her wings experimentally. Ow. She was quite sore after being transformed for so long. Wing cramps were usual after a long transformation, but this had to be a record. Her wings ached, and she wasn’t even sure she had nerves in them.

Fake Fluttershy—no, Fluttershy was saying something.

Chrysalis ignored her and started cracking her neck. That felt good. She paused as it occurred to her that changelings didn’t have cartilage or bones, and couldn’t crack their necks like ponies. How was she doing that? Then she shrugged and went back to doing it. By the Swarm, that felt good.

Fluttershy was saying something else. Chrysalis started doing stretches. Let’s see. Stretch the legs, the neck, do a few more jaw exercises and she’d be back to her usual self. Sure, she hadn’t flown a lot recently but a few laps around the Everfree would put her back in—

“Chrysalis!”

Chrysalis looked at Fluttershy blankly. “Hm? Oh, were you saying something? Give me a second.”

Let’s see. Chrysalis put her hoof up to her face and breathed into it. Wow. Her breath smelled horrible. Did ponies have breath mints? Maybe she should chew on the pony whose mane looked like toothpaste.

Oh yes. Fluttershy was still talking. Reluctantly Chrysalis looked over and paid attention.

“I know you’re upset and consumed, but please, listen to me. Even if you’ve remembered who you are, this doesn’t mean we have to fi—”

“Y’know, I never really thought about it,” Chrysalis interrupted Fluttershy, “but I should really start collecting stuff.”

Fluttershy choked on what she had been about to say and stared at Chrysalis. “…What?”

“I mean, changelings don’t do it. Collecting, that is. We’re a transient bunch, and since we roam around like nomads personal items aren’t really that common. But when I was Fluttershy, I mean, you, I really enjoyed collecting knives.”

“Chrysalis, listen to me. You may be feeling—”

“I had knives for everything. Knives for cutting, knives for slicing, dicing – you know, I really did enjoy cooking as well. Changelings don’t really cook our meals, and we generally use rocks for cutting things.”

“Chrysalis, please—”

“And shampoo! I could use some of that, right? Before I learned about the spa I just stood under a waterfall for a while or jumped in a pool when I started to smell. No wonder you ponies are so soft if that’s what you do all the time. Hey, I tell you what, when I conquer Equestria I’ll make sure to keep the spa, m’kay?”

“CHRYSALIS!” Fluttershy thundered. The animals cowered against the wall.

Chrysalis turned her head slowly to look at Fluttershy. “Yes, Fluttershy?” She twinkled at the pegasus.

“I don’t want this to end in violence.”

“Oh, me neither!” Chrysalis smiled at Fluttershy.

“Good, then—”

“Violence is far too tame for this. No, unless tonight ends with killing, I’m going to be very disappointed.”

The room, which had been approaching almost-normality in terms of tension after Chrysalis’s antics turned instantly tense again in a moment. For her part, Chrysalis kept cheerfully smiling at Fluttershy. The pegasus sighed.

“I suppose you’ve made your mind up on that?”

“Absolutely!”

“Then you leave me no choice.” Fluttershy looked sideways and nodded her head. “Harry?”

Harry had clearly been waiting for this moment. The bear roared and surged at Chrysalis before Fluttershy had finished speaking. A ton of muscle and fur hurtled at Chrysalis as Harry raised one paw to smash her into the ground.

Chrysalis glanced sideways at Harry, sighed, and lowered her horn.

An explosion rocked the cottage and blew out every window. Animals screamed as the shockwave tossed them about the room.

Fluttershy got to her feet, ears ringing and saw Chrysalis negligently walk over to the collapsed Harry. The bear had been stopped in his tracks; half the fur of his body had been blasted clean off, revealing pink flesh underneath and his eyes were unfocused with concussion.

Chrysalis nudged the bear with one foot. He groaned and she patted him on the head with one hoof.

“Honestly. There was a reason why Fluttershy had you ambush me rather than go one-on-one. Or did you forget that I beat you even after being burned nearly to death in the fire?”

Harry growled weakly and tried to raise his body off the floor. Chrysalis shrugged, then drew back one hoof.

The whumph of her hoof kicking Harry echoed throughout the cottage. The bear’s body actually flew off of the ground for a second before crashing down once more. It might not have seemed like much, but to put it another way, about a thousand pounds suddenly defied gravity for a few moments thanks to Chrysalis’s kick.

Harry crashed down to the floor and started convulsing and spitting out blood.

“That,” Chrysalis said with satisfaction, “was for my hoof.”

A sound made Chrysalis’s head turn. Fluttershy was back on her feet and Angel was by her side. The rabbit had a knife, but Fluttershy was still unarmed.

Apparently unarmed. Chrysalis eyed her wings. You could never tell if a blade was hidden under one. Either way…

“Chrysalis, it doesn’t have to end like this.”

“On the contrary,” Chrysalis said, stepping over Harry’s comatose form and giving him another kick with her back hoof, “there’s no other way it could end.”

“I hoped that your time pretending to be me would have changed you—”

“Changed me?” Chrysalis stared incredulously at Fluttershy and then laughed.

“Let me guess. You were expecting me to have a sudden revelation from my time pretending to be you. Something like,”

Chrysalis clapped her hooves to her face in mock dismay, “Oh no! Hurting people is bad! I should stop and become a good friend with everypony!”

She turned her head spat on the floor. “Hah!”

“I had hoped for that, but Chrysalis, don’t you see that this is pointless? Even if you win, what would be the result? If you’d consider peace…”

“No. I’m not going to be talked down by anyone, let alone you.”

“I would have thought you of all beings would be open to the idea of changing your ways—”

“Change?” Chrysalis’s eyes flashed. Fluttershy fell silent.

The changeling queen spread her wings wide and stood to her full height. “I am Chrysalis. I lead the Swarm. I am and remain a warrior; I do not change for the whims of anypony, let alone a pegasus who seeks to take away my fangs. I spent a year being you, pretending to be another pathetic pony. Did you think I wouldn't be angry about that? I. Am. Furious. And I will have you suffer for destroying my army, nearly killing me, and worst of all, making me think I was you."

Chrysalis pointed at Fluttershy. Magic began swirling around her horn, and the air became charged with energy. "You are my nemesis. I will kill you. Nothing more needs to be said.”

“Fine then.” Chrysalis saw the frustration in Fluttershy’s posture, heard in in her tone. “You’re giving me no choice here.”

“On the contrary, it’s the only choice I want.” Chrysalis took careful aim at Fluttershy with her horn. “Now, shut up and die.”

Chrysalis began to channel magic through her horn and aimed carefully between Fluttershy’s eyes. The magic ignited in her horn and began to unleash—

And that was when the first squirrel landed on her face.

Only Chrysalis blinking her eyes saved her from being blinded. The squirrel gouged at her eyelids with a butter knife but Chrysalis shook her head and threw whim off. Before she had quite processed this strange attack, a trio of birds shrieked and dove at her face, forcing her to shield herself rather than attack.

Mice raced up Chrysalis’s left hoof. A beaver ledge onto another leg and started gnawing at it. A snake curled around Chrysalis’s tail and animals swarmed onto Chrysalis, biting, clawing, snapping at her chitin.

Chrysalis howled with rage and swiped, scattering animals like raindrops. But this was only the first wave. All at once the floor, ceiling, and even air was filled with animals, and all of them were charging at Chrysalis.

They clung to her. The beat at her. They tried to drag her down, or throw her to the ground. Chrysalis could have howled as she saw Fluttershy only a few feet away, blocked by the seething mass of flesh.

“Get. Off. Of. Me—”

Chrysalis threw animals left and right. They fell into the sea of animals but for every one Chrysalis shook off three more took their place. They swarmed Chrysalis, biting, scratching.

This wasn’t really a problem since their claws and teeth couldn’t penetrate her carapace, but Chrysalis’s eyes and wings weren’t nearly as tough. Moreover, if she were to fall, they’d cover her.

She could blast them—Chrysalis hesitated. These were her soldiers. No, that wasn’t right. They were just pawns she’d been using. But they were loyal to her. Had been loyal.

Who was commanding them now? Chrysalis swiped one hoof and sent a group of squirrels flying and saw Longfoot.

The rabbit was standing on the upturned dining room table, pointing and shouting orders above the din. Behind him Fluttershy was marshalling the older animals with Angel, and they were clearly preparing to charge her.

Chrysalis looked at Fluttershy. Her horn began to glow a sickly green and she took careful aim. Animals were in her way, beating at her, climbing her body, but they wouldn’t be able to stop this magic. They and everything in the way would be vaporized immediately.

A squirrel smacked into Chrysalis’s face and she blinked, nearly losing control of the magic. She peeled him off with one hoof and prepared to mash him into the floor. Her eyes fell on the squirrel’s face.

The squirrel in charge of the group chattered at Fluttershy and held his salute. He was the most capable and had worked hard under her training. But he was young, and hadn’t taken part in any of the battles before now.

Chrysalis’s grip loosened. The squirrel squirmed from her grasp and fell to the floor. Immediately he and a group of mice swarmed up her leg, biting furiously and stabbing with small knives.

A sparrow dive-bombed Chrysalis and went for her eyes. She flicked the bird out of the air and looked at Fluttershy. She was still within her signs. The magic coursed through Chrysalis’s horn, but she held her fire. It would be so easy.

Too easy. Chrysalis’s eyes narrowed. She paused for a moment to make a quick adjustment to the current situation and fired her spell.

As Chrysalis’s horn ignited and the spell coalesced into a burst of green magic the animals attacking her fell away. It was instantaneous; they let go of her body or in the case of the birds, dived out of the air and hit the ground. Not a single one was caught in Chrysalis’s spell as it flew at Fluttershy.

The pegasus looked up just in time to see Chrysalis’s spell flying at her. It was too close to dodge. Even so, Chrysalis knew the pegasus would pull up a magical shield, or one of her tricks. But she didn’t. In the milliseconds of time it took for the spell to reach her, Fluttershy just stared wide-eyed at Chrysalis. At the last moment she grinned.

And the spell blew off her head.

Bits of gore splattered the cottage as the magic bolt kept going. It burned a hole through the far wall of cottage and exited the far side. Only when it stuck the line of trees in the Everfree did the spell detonate, blasting hot wind back into the cottage.

Silence. It ruled the cottage. It was the silence of death, the deepest silence. It came from the body of the pegasus, still standing upright in the center of the cottage. Fluttershy’s head had been vaporized, yet the rest of the body remained intact.

The animals in the cottage were stunned, staring. Chrysalis stared too. She hadn’t expected it to be so easy. Slowly, the Fluttershy’s headless corpse fell to the floor. It lay on the ground, leaking blood. It did not move.

Had she won? Chrysalis couldn’t quite believe it. She had expected Fluttershy to dodge, and had prepared herself. She would have fired a hundred more spells off and lain waste to the cottage to kill her, but she had succeeded without any effort. But she’d won, right?

She remembered Fluttershy’s smile before she died. Had it meant anything? Or was it another last trick? The body of Fluttershy didn’t move. It lay on the cottage floor, leaking blood and guts. She was dead.

Chrysalis had won.

Clap.

A single sound broke the silence. Chrysalis jumped and her heart began to skip. Fear wormed it’s way up her stomach. What was that sound? It came from the ground.

No animals were moving. They were paralyzed with shock. But what was moving—

Clap.

Two hooves clapped in the silence. Chrysalis’s gaze was drawn inexorably downwards, and time itself froze as she saw it.

Bloodstained hooves moved together, making the clapping sound. A body without a head moved, its hooves making sound.

Clap. Clap. Clap.

Chrysalis’s blood froze.

The headless Fluttershy stood up on two legs and applauded. It was a loud, mocking sound that broke the silence. Chrysalis stared at the horrific apparition, too stunned to think. What was—

The corpse took a step towards Chrysalis. She flinched back, her horn immediately glowing with a shield spell. What was it? Was that Fluttershy? No. Not even she could escape death. Then it could only be one creature doing this.

Even as Chrysalis thought, the corpse standing in front of her began to change. The bloody head began to stretch upwards. The skin and fur melted and shifted as bones shifted into different positions, growing longer.

Chrysalis watched in horror as the pegasus’s body melted into a familiar shape. Two mismatched horns sprouted from the forming head, a bear claw and eagle talon for hands took the place of hooves—

Discord yawned and stretched as he rose to his full height in the cottage. “Nice shot,” he commented. He grinned at Chrysalis and raised on claw. “My turn.”

----

Fluttershy stood outside the cottage and waited patiently. It was cold this night, or perhaps she was too used to the comfort of her cottage. But she was a bit antsy, for reasons that had nothing to do with the chill. Still, there was nothing to be done but wait.

Life was about waiting. Fluttershy had learned that as a young filly, when she had found the best solution to life was avoiding any form of conflict. She had learned it again as a general, when the moment to strike could decide victory or defeat. She knew waiting was important.

But the stakes were so high! Fluttershy knew her plan had a small chance of succeeding, but she had to make it work. If one or two parts failed, that was fine. The end result was all that mattered.

For instance, if this particular bit went south, Fluttershy had a backup plan and another backup plan for that. It was important to always have a contingency, always be ready for the worst case scenario. A fruitbat had taught her that. But if she were to fail her ultimate goal…

Fluttershy shook her head. No. She must succeed. She would succeed. Even if it meant wading through blood, she couldn’t lose track of her true goal. She would—

Boom.

Fluttershy’s head jerked up at the sound that burst the silence of the night. It had come from her cottage, and accompanying the noise was an equally impressive explosion.

Bits of the cottage roof burst upwards and rained down onto the ground. Fluttershy shielded her face with her wings but kept looking up. There. A shape hurtled out of the sky. Fluttershy leapt back as a giant magical bubble of green fire crashed into the ground with an earth-shaking thud.

Silence. Fluttershy waited patiently.

Coughing. A smoking Chrysalis stumbled to her hooves. The shield spell around her dissipated and she gasped and wheezed for air. Only then did she notice Fluttershy.

“You—”

Fluttershy ducked as Chrysalis fired a bolt of magic at her. It was far smaller than the initial blasts of magic Chrysalis had used, and only exploded a single tree.

Both pegasus and changeling faced each other warily. Fluttershy could see Chrysalis tensing, ready for sudden action. But Fluttershy remained still. She had to try.

“Surrender, Chrysalis.”

----

“Surrender?” Chrysalis spat the words out like poison. Her side was ablaze with pain and her wings felt partially shredded but she refused to show weakness in front of her enemy.

“Yes,” Fluttershy said calmly, facing Chrysalis without holding any apparent weapon. “Surrender.”

More motion made Chrysalis glance sideways. Angel dashed out of the darkness and stopped next to Fluttershy, a knife in his paws. With a pop of displaced air Discord appeared on Fluttershy’s other side, a smug grin on his face.

Fluttershy stood with her back to the cottage, half of which was ablaze. Her mane and fur were illuminated by the flames; in the darkness she seemed to glow with her own orange-gold light. Behind her stood Discord, God of Chaos and Angel.

“Surrender, and I promise you that your life will be spared.”

Chrysalis gritted her teeth and assessed her damage. Not good. She was running low on magic and she was tired and injured. Discord could probably kick her around all day with all four limbs tied behind his back and Fluttershy was dangerous on her own.

Fluttershy stared at Chrysalis. Not angrily, not mockingly like Discord or with hatred like Angel. She looked at Chrysalis with something like kindness in her gaze. It burned.

“No.” Chrysalis looked up to the sky. The moon shone brightly down upon Equestria, and the stars filled the night sky, illumination from lands she had never seen. It was beautiful, serene; magical. But she was a changeling, and she belonged in darkness.

“It’s death or surrender, Chrysalis. There are no other options.” Fluttershy’s voice snapped through tne night air. But Chrysalis just kept looking up, listening to the night. “If you don’t surrender—”

“You’ll kill me, yeah, yeah, I know.” Chrysalis listened to the night. The world was full of silence, save for the wind. And in the distance, a faint humming. “Do you think I’m afraid of death?”

“You may not be, but no one wants to die. I’m offering you a way out: a chance to talk. Take it. No one will come to save you here. You have no friends. You are alone.”

The humming was growing louder. At last Chrysalis looked down, and straight at Fluttershy. The pegasus was looking at her so seriously, so intently.

“I don’t have any friends, it’s true.” Chrysalis saw Fluttershy blink in surprise. “I don’t need them. I don’t want them. You Elements of Harmony make me sick, and I’d rather pluck out my eyes than be your friends. That’s true enough. But saying I’m alone? I think you’re a bit mistaken there, Fluttershy.”

Chrysalis grinned at Fluttershy and saw the pegasus’s expression flicker into uncertainty for the first time that night.

“I am never alone.”

Overhead, the moon went out. At the same time the stars began disappearing as well, as if a giant curtain had fallen over the sky. The humming noise that had been in the background suddenly intensified, and began a loud droning, an unbelievably loud buzzing that filled the world with sound.

Everyone looked up. Without the light of the moon, it would have been complete and utter darkness save for the still-burning cottage. But now the night sky was suddenly illuminated by another source.

Eyes.

A thousand glowing blue eyes gazed down from the heavens. Countless wingbeats cut through the air like thunder, and the clear sky was suddenly filled by bodies.

The Swarm circled the cottage, a thousand changelings strong. They formed a vast spiral centered on Chrysalis’s location, and each changeling’s eyes were fixed on her.

The Swarm had been broken. The Swarm had perished. But the Swarm had been reborn, and now they were here, in full might without the cuts of a thousand battles whittling their number down to a few hundred.

This was the true might of changelings. Here was an army to sweep away nations, and topple even gods. Chrysalis raised on hoof, and the Swarm screamed their praise for their queen.

To Chrysalis it was the sound of victory. To Fluttershy and the other animals, the sound of a thousand changelings shrieking at once was a sound that defied understanding.

Animals fell to the ground, writhing and clutching at their ears and many began to flee involuntarily from the sound alone. So loud was the cry that it even reached back to Ponyville, troubling the dreams of the sleeping ponies and bringing nightmares that even Luna could not stop.

Chrysalis leapt into the air and flew with her changelings around in the night sky. She had called them here, from their hiding place in the Everfree. Now they parted before her and flew around her, and in her mind they were there. She was never alone.

“I am the Swarm!” Chrysalis’s roar could be heard for miles around. She pointed at Fluttershy. “You may have a god on your side, but can he stand against the bane of nations?”

“Let’s find out.” Discord’s eyes flashed with malice and thunder boomed in the distance.

Fluttershy touched Discord gently and the chaos god hesitated. She shook her head and he grudgingly subsided.

“Fluttershy!” Chrysalis could be heard easily even over the thunderous beating of wings. She glared down at Fluttershy who stared unflinching back up at her.

“I never encountered a monster like you. You are weak, but you lie and trick and set traps. With those two weak hooves you destroyed the Swarm. You are the most dangerous creature I have ever known. But this war is not over. Fluttershy, we will finish the battle that has not yet ended tomorrow. Bring however many soldiers you want. Bring the Elements of Harmony, bring all the might of Equestria and whatever tricks you can muster. So long as you or I live, this war continues.”

For the longest moment Fluttershy was silent. Chrysalis waited for her reply. The Swarm hovered overhead, and the forest held its breath. The world was silence.

Then Fluttershy looked up. Her blue eyes were the color of summer skies and bright days in the sunshine. But in their depths something stared up at Chrysalis, and she knew it was her fear made manifest.

“Fine,” Fluttershy said. “Bring it.”