The Changeling Queen

by Wanderer D

Chapter 1: The Changeling Queen

“It’s been a week, my queen,” the changeling said. “There has been no change at all. I fear we shall all die.”

Chrysalis groaned as she pushed herself up into a sitting position. The damage from Canterlot’s battle had been extensive just from the spell alone, but her uncontrolled descent and subsequent crashing into the the sheer side of the mountains outside the Everfree had almost killed her then... and it would be the cause of her death now.

Her wounds leaked fluorescent blood with less frequency than before, but it was not because they were healing; she was simply running out of blood. “How long?” she asked her medical chief.

“Two days at the most, my queen,” he said, sighing. “I cannot complain... it was a good life; I just regret that, with us, Changelings will disappear completely from the world.”

“And so my kingdom ends, beaten by something as inane and stupid as a last minute shield,” Chrysalis mused, slowly raising her head to look at the soft surfaces of the hive around her. “And now I shall take you all in death, despite my attempt to make us stronger.”

“What you attempted, my queen, was a gambit to save our race in one fell swoop. It was as foolish as it was necessary,” the chief said, sitting down. An act, he mused, that would have had him executed by the guards’ zealousness not a month ago. They were gone now, the first to sacrifice their life-essence for their queen. “Now all we have is what little time is left before the end.” He looked up at the queen, who had closed her eyes. “My queen, we all love you, I’m sorry we couldn’t save you.”

Queen Chrysalis snorted, then sighed, the weight of loss heavy around her shoulders. But then she gritted her teeth. “Our race will not die out.” She locked eyes with him. “I can only do one thing to save us... it might not be enough... but I will not fail, even if it kills me.”

“M- my Queen!” The medic shot up to his feet, bowing before her. “Tell me what must be done.”

“Fetch two scouts,” she ordered. “I will relay their orders to them as soon as they get here. I- I need to plan. This time there is no room for error.”

“It will be done, my queen!”

o.0.o The Changeling Queen o.0.o
by Wanderer D

Twilight Sparkle hummed to herself as she arranged the books back into place. “Okay, that’s shelf number 5 done, Spike!”

“Shelf number 5... done!” Spike repeated, ticking the box next to it. He lowered the list. “Hey, Twilight, I know you organized this whole ‘Ponyville’s Book Day’ fair, but why are we re-arranging the shelves now? I mean, it won’t even start until next week!”

“Because,” Twilight rolled her eyes, levitating another set of books. “We want to have this done and out of the way before it starts. It has to be in order!”

“But that’s my point!” Spike argued, picking up a tower of books and taking them to Twilight. “Why do this when they’ll come in, mess up everything up even worse that before, and then leave with a book? Wouldn’t it be easier to just let them take their books and organize less of them?”

“Spike–” Twilight’s retort was interrupted by a knock on the door. “Hold on, I’ll get this, you keep organizing that, okay?”

Twilight cantered up to the door to the library and opened it. “I’m sorry, I’m afraid we’re going throu- girls! What can I do for you?”

She stepped back, allowing Fluttershy and Rainbow Dash to step in. The pair looked around the library in confusion.

“Um... why is there a library inside a tree?” Rainbow Dash asked, cringing when Twilight looked her way. “Um... not t-that you have to... answer, you know... if... if you don’t want to...”

“Eh, who cares?” Fluttershy shrugged. “I think it’s kinda cool. Hey! Awesome! A book on herbology! It’s a first edition of Supernaturals! Check it out!”

Twilight frowned. “Um, girls? Are you... okay? You sound... well, different.”

“Um...” Rainbow Dash scrapped the floor with her hoof, shying away from Twilight’s scrutiny. “W-what do you mean? W-we’re acting like normal... right? I’m just little old... Applejack! And she’s–”

“Rainbow Dash,” Fluttershy interrupted. “And she knows who we are! We’ve been friends for ages!”

“Oh... right,” Rainbow Dash cringed. “Sorry... please don’t hurt me.”

Twilight looked from one to the others. “Wait, no, no... you,” she pointed at Rainbow Dash, “Are Rainbow Dash, not Applejack; she,” she pointed at Fluttershy, “Is Fluttershy, not Rainbow Dash.”

The two pegasi blinked and looked at each other. “Ohh...”

Twilight looked from one to the other. “Okay girls, spill, what’s happening? Did the Cutie Mark Crusaders mix another potion?”

The two pegasi once again looked at each other. “Say, Twilight...” Fluttershy raised an eyebrow. “Is that book on fire?”

Eyes widening, Twilight turned around to where her friend was pointing. “What?! Wait... there’s no burning boo–” she felt something smash into the back of her head and everything went dark.


Twilight groaned and slowly pushed herself up to a sitting position. She raised her hoof up to her head and touched the sore spot on the back. “W-what happened?” she opened her eyes and looked around. She was not in her library. The walls of this room were dark and seemed almost organic... like flesh. A soft green glow emanated from some crevices, illuminating the whole room in a soft light. “Where am I?”

“You are in my chambers, Twilight Sparkle,” a familiar, tired voice said.

Pain quickly forgotten, Twilight was on her hooves immediately, facing the large outcropping where the familiar figure of Queen Chrysalis lay, looking at her with an inscrutable expression.

“Chrysalis!” Twilight growled. “What have you done to me? Why did you bring me here? I promise you, whatever you have planned, we’ll stop it!”

“I’m dying,” Chrysalis dead-panned. “And so is every changeling in the hive. Thanks to you, your babysitter and your brother.”

“Wait- what?” Twilight stared at the queen, only now noticing the wounds on her body. “Is that from...”

Chrysalis nodded. “From the wedding,” she said, noticing the mare’s guilty look. “You did what you had to do to protect your own.” She shrugged. “What use is feeling guilty about it now? You won; we lost. The end.”

Twilight cringed. “That doesn’t mean I want you all to die!”

Chrysalis chuckled. “Well, you are. Those are the consequences of defending yourselves. What did you expect to happen? Did you think we had no reason to attack? You are a child, Sparkle.”

“So, now what?” Twilight asked, trying to remain calm. “Am I here to provide you revenge against my brother?”

“Now... now I face the consequences of my failure,” Chrysalis spat, glaring at Twilight. “Without you there will be no more changelings.”

“After what you did, why would I help you?” Twilight shook her head. “I can’t believe you would ask me for help... you almost destroyed my brother’s life!”

Chrysalis laughed. “Luna or Celestia would have been better choices, but I have not the strength to face them. You, on the other hoof, are extremely powerful, but I can still deal with you. Easily.”

Twilight took a step back as Chrysalis slowly stood. “Wh-what are you going to do to me?”

“Changelings feed on love,” Chrysalis said, ignoring Twilight’s question. “We nourish from it and we try to cultivate it as much as we can. A changeling is arguably the most loving creature of all.” She smirked and walked over to the side of her room, looking over to Twilight. “Our love knows no bounds... which is why I could not love your brother, or anypony for that matter...” she rolled her eyes. “Not that I would want to, but I can only love another changeling. We can feed from the love of others... but we cannot return it to them. We are selfish and generous at the same time... a paradigm of opposing forces existing in one being. My mission, as Queen, is to ensure we can love... that we can share what we absorb from others...” her eyes flashed. “And grow strong.”

“But how does that relate to what you did in Canterlot?” Twilight asked, intrigued despite her reservations. “Surely you could only harvest hate and fear from all of us, had you won!”

Chrysalis smiled. “You’ll understand soon... Twilight. Once I am gone and my hive dies with me... you will understand.”

Twilight winced. “Isn’t there something we could do? I could write to Princess Celestia and–”

“No,” Chrysalis interrupted, glaring at the unicorn. “I would never accept kindness from that hag! She has nothing but hate for changelings.”

Twilight’s eyes opened wide. “W-what are you going to do?”

“I’m going to make you the new Queen,” Chrysalis said. “May you reign more wisely your own hive than I did mine,” she added bitterly.

“But I’m not a change–” Twilight’s words were cut off as Chrysalis leaned in and kissed her full in the lips. Her brain froze as the surprisingly caring act drew her in. She felt it. There was so much love there... and then she knew... it wasn’t Chrysalis’ love she felt. It was Chrysalis’ subjects’ love for their queen as they gave up everything they were, one by one to feed that love into her. She could feel each life snuff out in a blast of pure, unadulterated love that was siphoned through Chrysalis straight into her.

All through the hive, one by one a thousand changelings stopped what they were doing and looked at each other before smiling softly or nodding in goodbye. Then one would burst into a brief moment of light, before the empty exoskeleton would collapse lifelessly onto the floor. Then another, then another.

And Twilight felt it all. Each life. Each love. Each hope and dream. A thousand lives, funneled into love, then absorbed into her soul.

Her body could not take it. She shook and groaned in pain and ecstasy. She felt all that and then, as it happened and overwhelmed her, she felt herself change. She felt lighter, and yet stronger, she felt alive as her muscles stretched and she grew. She felt a brief, stabbing pain behind her shoulders as wings unfolded, a curiously tingly feeling as chitin armor replaced soft fur. She leaned in, eager for more love and life and energy, wanting so bad to feel Chrysalis’ own love and love her in return. Her horn grew and twisted and became as sharp as a sword. Her magic curled and bubbled within her, mixing with life-giving energy, flowing within her in ways it had never done before.

When the last life went through, both changelings opened their mouths slightly and slowly parted, almost reluctant to do so.

“The greatest gift from a changeling queen...” Chrysalis whispered, “is to give love back. But the greatest tragedy of that gift, is that she can only give it back to changelings.”

Twilight stood as tall as Chrysalis did, her chitin armor a deep, dark purple. Her wings were full, lacking the holes that Chrysalis’ had. Like other changelings, her hooves and forelegs had small holes in them and although she could barely see it, her horn had taken the jagged appearance of Chrysalis’ own. She felt overwhelmed to the point that her changes were a second thought. “All of that... is it something you feel all the time?”

Chrysalis chuckled, eyes flashing for a second. “Not constantly, we share a link, but it’s not deep enough to have us feel everything the other does. As time goes on, you will feel the need to love and be loved in return... that is when you must start your hive.”

“But... how do I do that?” Twilight asked, shaking her head. “Am I supposed to lay eggs?” Her eyes widened. “What about my friends and family? What will they think of me now?”

As the afterglow from the lives funneled into her slowly diminished, Twilight started to panic. “I’m a pony! Not a changeling! I- Chrysalis, change me back! Please!”

Chrysalis laughed. “You are not a pony anymore, Twilight Sparkle, you are a Queen, and you will perform your duties...” she leaned in, staring at Twilight in the eye. “They are part of your nature now.”

Twilight took a couple of steps back, shaking her head in denial. What had seemed beautiful and exciting but a moment ago now seemed like a nightmare. She could feel fangs scratching her tongue, hear the clicks of her armored legs, the flutter of her insect-like wings.

“I don’t want to become like you! I don’t want to be evil and greedy and lose all I love!” Twilight screamed.

Chrysalis was silent for a moment. “You don’t have to lose them...”

Twilight’s eyes locked on hers. “What do you mean?”

“As long as you don’t let your love for them consume you,” Chrysalis gasped, falling to one knee. “A-as the centuries pass, y- you’ll want to make your hive bigger–”

“Chrysalis!” Twilight hurried over to the other changeling and leaned against her, allowing the older queen to put some weight against her.

“My time... is running out,” Chrysalis whispered. “Greed is part of being a changeling...”

“Please, rest a little,” Twilight shook her head. “We can talk about this later...”

“No! Greed... can only be fed love... and the bigger your hive the more love you have for your greed...”

“What?” Twilight lowered Chrysalis down, laying down next to the dying queen.

“Greed and love...” Chrysalis said, leaning her head on her forehooves. “You will want love, but only your subjects, your hive, can give you the love you want. The love of others outside the hive is alluring... addictive and ultimately will doom you... which is why... you must create a hive... for love, Twilight... for love...”

Twilight’s heart lurched as she realized she was about to see Chrysalis die.

“Twilight... don’t let me die like this...” Chrysalis was barely able to whisper.

Twilight was about to ask her what she meant, but she understood. Her heart heavy with what had been done to her, she briefly considered letting the queen expire without being able to give her love to anyone... but the sheer feeling of shock, fear and hurt at the mere notion told her she couldn’t deny this request. She leaned in and pressed her lips gently against Chrysalis’. The love and essence of Chrysalis flowed into Twilight, far richer than that of the other changelings she had felt earlier. It was an experience she would never be able to repeat.

The flare of light coming from Queen Chrysalis’ body lit up the whole room for a brief second.

When Twilight pulled back, only an empty husk remained of the former queen of the changelings.


Walking through the empty halls of the hive, Twilight could not help but feel the great loss of life that had happened that day... all to feed her. Already the organic feel to the walls was starting to fade, as if the changelings had been feeding love to the structure itself... and now that it had all gone to her, it was beginning to... wilt.

“What am I going to do?” Twilight sighed, continuing her slow trek in search of the exit. “They gave their lives and their love to me...” She shivered. “It was... delicious...”

She stopped, letting the feel of the love-fueled energy crawl inside of her. She gasped. “It’s like nothing I have ever felt before... it’s sublime...” she whispered as she slowly started walking again. “It’s no wonder Chrysalis went mad when she felt the love of my brother for Cadence...” She stopped once more, shuddering visibly and almost salivating at the thought of that love coursing through her.

“Twilight, get a handle on yourself!” She snapped, shaking her head. “Think of food later, what are you going to do right now? That is what’s important.” She paused. “Is love the only thing I can eat?” she wondered, and once more, her instincts answered: No you can consume food, even meat, but while it might satisfy your hunger, you will not nourish from it.

“What am I going to do? I can’t even find my way out of this stupid hive!” She roared.

“Girls!” a voice echoed from the halls ahead. “Ah think Ah heard Twilight’s voice!”

Eyes widening, Twilight turned to look at the hall she had just passed. She could hear galloping hooves. “Oh, no... what am I going to tell them? What’s going to happen when they see me?!” she closed her eyes. “I’m Twilight... they’ll know me- I’m Twilight Sparkle, Element of Magic, student to Princess Celestia..." She could feel her heart beating harder. "I’m Twilight Sparkle, friend and sister to Spike the dragon... Twilight Sparkle... Student. Friend. Sister. Queen–”

“Twilight!” Her eyes snapped open in time to see Applejack tackle her in a hug. “Ah thought Ah’d heard y’all!”

“Twilight! I’m so glad you’re okay, dear!” Rarity sighed in relief, nuzzling her.

“Oh my goodness, Twilight...” Fluttershy looked around nervously. “I’m so glad we found you...”

“Yeah, I knew you would be fine!” Rainbow Dash grinned, patting Twilight’s back.

“We found Twilight! We found Twilight!” Pinkie Pie sang, prancing around them.

The power of their love struck her an almost physical blow. She staggered back, shaking her head as her heart beat powerfully. It felt like she was being fed molten chocolate from a never-ending fountain. She felt alive and happy and giddy and sexy and... and she needed to step back... she needed to breathe. “I- I’m okay girls, I’m just... feeling... claustrophobic! I’ve been here for a few hours and there’s no sign of the exit I...”

“Easy girl,” Applejack soothed, looking at her worriedly. “We know the way out... Ah just hope we don’t have to fight them stupid changelings to get out!”

“...they’re not stupid,” Twilight said.

“Ah beg your pardon?” Applejack blinked.

Twilight remembered the feeling... the joy, the hope... memories that flushed past her as they dissipated into nothing... the love. She glared at her friend. “They are not stupid, Applejack... take it back.”

“Whoa girl, calm down!” Applejack said a bit unnerved. “Ah spoke without thinkin’ alright? Ah ain’t got nothin’ against em critters, other than they kidnapped y’all!”

“Really dear, we should go... we don’t know when they will come get you...” Rarity said, looking nervously around.

“They won’t...” Twilight sighed, looking at the hive as it died before her eyes. “They’re... they’re gone. All of them.”

“Oh... my...” Fluttershy gasped, eyes wide and brimming with tears. “But... how?”

“Chrysalis...” Twilight fought to find the words to explain. “They were all tied to her by love... without a queen, they cannot survive... not for long anyway.”

“So you mean that Chrysalis is...” Rainbow Dash’s eyes were wide.

Twilight sighed and lowered her head. “Yeah...” she sighed, “she’s gone.”

The group stood in silence for a moment until Rarity spoke up. “Girls... let’s just go home, there’s nothing here for us.”


The trip to Ponyville was a bit easier. While she was still soaking up a lot of love from her friends, they were really worried about her, and the worry managed to somehow lessen the flow of energy she was receiving.

She barely paid any attention to her surroundings until she finally stood in front of the library. She gazed at it, thoughtfully. Before, she had thought of the living tree as cozy but now... it felt less alive than it should be. In her mind’s eye she covered every bit of the bark with organic material like the one she had seen in the hive.

Twilight smiled.

“Aw, glad you’re home?” Applejack chuckled.

Twilight blushed a bit. “Y-yeah, thank you girls but... I need to rest...” her eyes widened. “And I need to write to Princess Celestia! She needs to know what happened to the changelings!”

The others chuckled. “You do that, Twi,” Rainbow Dash nodded. “Glad to see you go back into egghead mode so quickly!”

Twilight rolled her eyes. “Thank you, Dash.”

“No problem,” Rainbow Dash grinned. “Listen, I’ll stop by later to get that new Daring Do book, alright? I have to go back to work for now.”

Twilight nodded and faced her friends. “Thank you, girls,” she smiled. “I’ll be okay for now, but I’ll make sure to stop by and visit you later on...”

Nodding, the group turned around and left Twilight alone. She took a deep breath and walked into her library.

She was the Queen now... she needed...

Twilight shook her head. “I still have the love from earlier... I can... I’m sure I can find a cure...” she muttered as she closed the door behind her. The library was still a mess of books, but she didn’t mind. She browsed the covers as she walked past them. “Maybe... no... I should... perhaps this one? No... I...” she stopped and looked at the door. “I don’t want to give up feeling their love...”

She stood there indecisive, staring at the books as her mind ran a thousand miles an hour. Already she could feel the stirrings of hunger... but it was strange... it was a want to give as much as a want to take... could this be what Chrysalis was talking about?

Twilight closed her eyes and shuddered. She needed a hive. She could not live like this, not anymore.

Slowly she walked upstairs... although it felt... unnatural, as if she should be going down... she forced herself into her room, where Spike was asleep in his small bed next to hers.

Twilight smiled and laid down on the floor next to the sleeping dragon, careful not to wake him. She barely felt her disguise lift as she gazed lovingly at her assistant. “What will you think of me, Spike?” she wondered in a whisper. “If you woke up and saw me like... this? Would you still be my number one assistant? Or would you simply run away?”

She sighed, her hoof stroking the baby dragon’s head carefully. “I really want you to be happy... maybe I’ll even find a way to let you feel how much I love you... you’re a brother to me, just as much as Shining Armor...” Twilight trailed off when she saw a green glow emanating from somewhere. Looking up, she realized her horn was alight with power.

She watched, enthralled, as streams of energy floated out and surrounded Spike, lifting him, still asleep into the air until he was almost touching the ceiling. Slowly the green energy swirled around him, becoming more solid until he was inside some sort of green bubble, which slowly started to fill up with liquid.

Twilight lifted a hoof before her instincts told her to be calm; that Spike would be okay. She watched with scholarly curiosity as the energy seemed to create some sort of sticky goo attached to the ceiling, then coated the sphere that contained Spike.

Soon, she could recognize it for what it was. It was the same thing that Chrysalis had put Celestia into... some sort of sack, but what was its purpose?

Then it struck her. The hive. This is how she created a hive.

More thoughts occurred to her. Had Chrysalis always been a changeling? Had she converted her family or her town... or even her nation?

As those thoughts crossed her mind, she heard a knock on the library’s door. She shook her head and looked at the clock. It was much later than she had thought!

She quickly turned around, green flames licking her body as she transformed back into Twilight Sparkle. Quickly closing the door to her room behind her, she galloped downstairs just as Rainbow Dash stepped in.

“Oh, hey, Twilight!” The pegasus grinned. “You were not answering so I let myself in, say, do you have that new Daring Do story you told me about? I’d wait until next week for the fair but... well, I don’t want anypony else snagging it!”

Twilight closed her eyes and took a deep breath as she felt her friend’s love envelop her. She slowly let the air out and smiled at her friend. “Sure, Rainbow Dash! I think I left it in the basement, come on, I’ll show it to you!”

Chrysalis was right: She didn’t need to lose her friends. She just needed to create a hive.


Celestia’s chariot landed on the outskirts of Ponyville. The princess had to smile. Twilight Sparkle’s love for books had clearly affected the whole town.

Banners, streamers, several stalls offering anything from daisy sandwiches to Sweet Apple Acres pies... Twilight hadn’t spared any effort in this first Book Fair of hers.

Looking around, she quickly spotted her Faithful Student as she told several ponies what jobs to perform.

Was it her, or was Twilight really settling into her leadership role?

Celestia chuckled as she made her way to her student, nodding at the bowing but busy ponies that stopped to greet her.

She stopped to let the Cutie Mark Crusaders scuttle past her, little Sweetie Belle’s horn glowing a soft green as she levitated a pillow and chased behind Scootaloo and Apple Bloom.

Shaking her head in amusement, she stepped up to her student.

“And make sure to keep the structure clean of critters! We don’t want any–” Twilight cut herself off. “Princess!” her smile grew as she nuzzled Celestia affectionately. “I’m so glad you’re here!”

“I’m sorry I interrupted you, Twilight, please finish talking to this fine stallion,” Celestia said, smiling at the brown-coated earth pony, who smiled back and bowed.

“It’s okay, Princess,” Twilight said, nodding at the pony, who walked away to perform his job. “I was just repeating myself, he knows well what his job is, I just want everything to be perfect today!”

Celestia laughed, noticing how the action seemed to perk up her student. “Twilight, this is a very well organized book fair and it is amazing the sheer enthusiasm the citizens of Ponyville have taken to it. I think you’ve done a perfect job of it!”

A long table cloth floated past them, encased in a green-blue hue of magic. “I’m sorry dears, but I have to get this to the table!” Rarity sang as she pranced past them, pausing to bow low to Princess Celestia. “But I would be remiss to not mention how lovely you look today, Princess!”

“Thank you, Rarity,” Princess Celestia acknowledged. “You look stunning yourself,” she added, noting how the designer’s mane seemed somehow more lush than before, if that was even possible.

“Thank you!” Rarity beamed, as she curtsied once more. Her eyes turned to Twilight. “Now, if you will excuse me, your highness, I have a table to attend to!”

Celestia chuckled. “Go right ahead, Rarity,” she said, watching the fabric and the unicorn move towards their objective. “I think your friends are a lot more comfortable around me now, Twilight, this is a pleasant surprise!”

Twilight laughed and it seemed to Celestia that all the ponies around them were invigorated by her student’s happiness. “I think they are getting used to hanging around Royalty, Princess.”

Celestia nodded. “Well I am glad! It will certainly make Luna’s visit much easier! I can’t tell you how delighted she was that you invited her to stay in Ponyville for a week or two!” She sighed. “I must warn you though, she can be quite the hoofful at times.”

Twilight didn’t seem perturbed at all. “I have learned, Princess, that with friendship and enough love, I can handle just about anything.”

Celestia’s smile was proud. “You are absolutely right, Twilight.”

Twilight surprised Celestia by nuzzling her again, but she welcomed it, reminded of the early days in her life with her student. “I’m glad you approve, Princess. I’ll show Luna what friendship and love can do.”

Celestia nodded as Twilight guided her to her seat at the head of the table. “But for now, how about we eat? I think I got a bit of every food you love right here,” Twilight said.

o.0.o End o.0.o

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