> The Majestic Rise of King Thorax
>  by Dropbear
> --------------------------------------------------------------------------

> The Secret to Godhood
> --------------------------------------------------------------------------

A cool breeze blew through the changeling castle throne room, courtesy of the newly-destroyed ceiling. It ruffled both feathered wings and glittering changeling wings alike, in addition to blowing off the few wisps of cocoon goo that had still been stuck to the captured equestrian princesses.

Sunlight streamed in from all around, bathing the once-gloomy interior with warm light that almost seemed metaphorical in nature. Dull green shards belonging to the once mighty throne of Queen Chrysalis laid strewn about the area, and multi-coloured carapaces shone in the new light as if they were made from glitter-covered jewels.  

Chirp watched on with his newly-transformed fellows as one of their pony rescuers, Starlight Glimmer, reached out with a hoof towards the stunned Queen. He shifted awkwardly on his orange legs despite the bounty of pure love that surged through his veins, his gleaming emerald eyes locked upon Chrysalis and her unchanged form. He could practically taste the tension in the air, as pony and changeling alike waited for Chrysalis’ response with baited breath. 

“You can be the leader that your subjects deserve,” Starlight said to Chrysalis, genuine belief in her voice. 

‘I hope that she listens to reason,’ Chirp hoped silently, not even flinching when the Spirit of Chaos himself slinked up beside him to watch the exchange. ‘It feels so good to not have to be so broken anymore.’

It seemed to last forever, Chrysalis staring at them all with disbelief and teary eyes. Then, slowly, it happened.

‘Wait, is she…?’

Chrysalis’ hoof was reaching out to meet Starlight’s, the black-chitin limb shaking as it inched closer and closer towards the offered symbol of friendship and forgiveness. Chirp could see his monarch looking up to meet Starlight’s eyes, Chrysalis trembling as she laid upon her ruined throne. 

And then, her eyes narrowed and her hoof was raised up. 

Chirp gasped when Chrysalis leaned forwards towards Starlight and smacked her hoof away roughly, a glare crossing the tyrant’s face. 

“There is no revenge that you can ever conceive of that will come close to what I will exact upon you one day, Starlight Glimmer!” 

Starlight backpedalled and Chrysalis got to all four hooves, a final glare being shot at all of them before the Queen back flipped over the edge of her destroyed throne room with wings buzzing. 

Chirp didn’t rush up to look over the edge like the pony leaders did, instead he stood stunned with brothers and sisters. Chrysalis was gone, her refusal of the offer of redemption plain to all, but…

“We’re free,” a former changeling guard murmured beside him. “Finally.” 

Despite his monarch’s rapid departure and self-exile, Chirp couldn’t help but find a smile beaming into life upon his yellow face. 

“Yes,” he agreed softly. “We are.” 

“Thorax.”

Chirp turned to look towards the speaker, his head tilting to the side as Princess Celestia approached the tallest changeling amongst them. Thorax, himself having gained a spectacular multi-hued chitin of vibrant lime-yellow, smiled at Celestia as she addressed him. 

“As the new leader of the changelings…”

‘That was quick,’ Chirp silently thought, realising that Chrysalis had barely been gone for twenty seconds.

“I look forward to discussing how we can improve our relationship in the future.”

Thorax bowed his head towards Celestia, the small purple dragon at his side clasping his claws together in glee. 

Chirp noticed that Celestia did not return the gesture, and instead she continued to speak. 

“However, for the moment,” Celestia turned and gave a knowing smile towards Twilight Sparkle and Starlight Glimmer. “Perhaps it is best if we leave the changeling kingdom… to the changelings.”

Twilight and Starlight shared a look, and all around the throne room changeling and pony alike gave happy grins to one another. 

All of a sudden, there was a pop and a flash to the left. Chirp nearly jumped out of his chitin when Discord materialised between Applejack and Rarity, miss-matched hands already clapping.

“Splendid idea!” the Spirit announced with glee before glancing towards the two ponies he had surprised. “Now who’s ready for some celebratory tea at Fluttershy’s?”

While victory tea did sound tempting, Chirp became engrossed in his own reflection. Raising his sparkling orange hoof up to his face, he ogled his new form with giddy glee. 

‘I’m so pretty and fabulous,’ he concluded, his chest puffing out with newfound pride. ‘Why didn’t we think of sharing our love before? It just seems like such a… simple solution to the whole starvation thing.’

Chirp looked back up at another popping sound, all of the Equestrians vanishing along with Discord after a snap of the Draconius’ fingers. A calm quiet descended over the throne room, save for the light fluttering of sparkling wings. 

“Well then…” 

Thorax, or more correctly King Thorax now, finally spoke for the first time since his transformation. Surprisingly, he still possessed his normal voice, and his chipper tone was like music to Chirp’s new ears. 

The new ruler strolled over towards the ruined remains of Chrysalis’ throne, his slender new legs stepping over reflective chunks before he turned and gracefully sat down upon the spot that the Queen had been laying on not five minutes before. 

“I guess I’m the new ruler now,” he said to all of them, with a chuckle at the end. “A good thing that Chrysalis isn’t around anymore, right?”

“Yeah,” Chirp agreed out loud, his fellows nodding along. “It’s sad that she didn’t want to give up her evil ways though.” 

“I know,” King Thorax sighed. “Having her changed along with everyone else would have made everything so much simpler.” His smile returned when he looked back up at them all, however. “Still, we’re not going to get anything done while worrying about her now though.”
Thorax chuckled. “There’s the small matter of this throne room to fix, after all. And we should probably redecorate the entire castle, make it a little less… well, evil.” 

Chirp grinned, before dropping onto his front half in a bow. Behind him, he could hear the hundreds of his fellows doing the same, the entire Hive honouring the King with their appreciation. 

“What would you have us do for you, my King?”

King Thorax seemed to swell with pride, his see-through tail fluttering behind him as he cleared his throat. 

“Well, um, with all of the ponies gone…”

Chirp and the rest of the changelings jumped at a hacking, throaty cough. Looking up, Chirp’s eyes widened at the sight of Thorax spluttering. 

“My King, are you-?”

“I am perfectly fine,” Thorax replied with a wave of his hoof. Chirp froze at his ruler’s voice, a chill running down his spine. “Disregard your concerns for my health, Subject.” 

Thorax looked up at them all as they watched him in shock, his purple eyes shining with an eerie light. His voice was a few octaves higher than before, and it was tinged with a subtle yet noticeable tone of foreboding threat. It was more of a rasp than speech, and Chirp swore that every word was accompanied by the feeling of icy claws dragging themselves down his bones. 

“Maintaining that façade is quite taxing upon me, I must admit.” Thorax smiled at them, and Chirp gulped when he saw that the King still possessed jagged fangs. “I really must thank you all though, loyal subjects, for granting me this boon.”

Changelings left their bows, and looked at each other with uncertainty.

“Um, King Thorax?” a female with a light blue carapace spoke up from the left. “Shouldn’t we be thanking you? You showed us how to share our love, after all.”

The high-pitched, almost-deranged chuckle that replied to the question caused every changeling to wince and fold their ears down. 

“Oh, yes, of course! Of course!” Thorax waved a hoof in dismissal while he laughed. “Thank me all you wish for freeing you from your servitude, do thank away my beloved subjects! In fact, I encourage it! Yes, thank me all day, thank me all night, express your constant gratitude with more gusto and flair! In fact, I order you to thank me! Let us make it a decree, all must thank me at least thrice a day!” He laughed again, but he slowly came to a stop when he realised that every changeling was still standing stock still. In a flash his smile was gone, and his voice dropped down to an icy low growl. “That wasn’t a joke.” 

The same female from before was the first to hesitantly react. 

“T-thank you, K-King Thorax?”

Quick as a flash, Thorax shot his hoof out to point at the female. 

“You.”

Every changeling flinched back at the harsh shout, but Thorax’s voice quickly returned to it’s previous high-pitch. 

“Could you please grace me with your presence a little closer, Miss?” 

Chirp snapped his head over to look at the female in question. Her cyan carapace had gone a few shades paler, and her gleaming sapphire eyes were locked upon the hoof that was outstretched towards her. She was trembling on her hooves, and wasn’t moving an inch. 

“Sub-ject,” Thorax sang out softly. “I gave you an or-der.” 

“I…” the female replied. “I don’t really want-“

“Subject! Now!”

A flash of pink light shot out from Thorax’s chest, the wave washing over the entire throne room with the yell. Changelings stiffened when it passed over them, and being at the front Chirp was the one of the first to be hit. 

‘Wh-what!?’

He found himself forced upright, his limbs refusing to move as he shivered on the spot. He tried to open his mouth to yell, but even that was impossible. Thankfully he was still able to breath, but it was no small mercy considering what happened next. 

With crisp but forced movements, the female that Thorax had yelled at was making her way towards the throne. She didn’t pause even as she trotted past her frozen fellows, but her wide and teary eyes were noticeable to all. 

She stopped right at the throne, and King Thorax reached out to pat her on the head with a hoof. 

“Good girl,” he cooed. “See? I don’t bite.” Thorax chuckled again, pushing her down into a sitting position as the female continued to cry.

“Now,” he spoke softly. “Time for thanks. Repeat after me, my dear: King Thorax, oh thank you utterly for saving us.” 

The female’s mouth began to work again, and Chirp could see that she was fighting to not anger the King. 

“K-King Thorax, o-oh thank you for-“

“No!” Thorax growled, leaning in closer towards her face while he showed his fangs. Then, his face relaxed back into a smile and his voice returned to its previous tone. “It’s ‘oh thank you utterly’, my dear. Another try, for me?”

“King Thorax, o-oh thank you utterly for sav… saving us.” 

“Mhmmm…” Thorax closed his eyes for a moment. “Again.”

“King Thorax, oh thank you utterly for saving us.”

The female winced when the King’s long and yellow tongue flicked out to dance across her ear.

“Once more,” he uttered softly. 

“King Thorax, oh thank you utterly for saving us.” 

“That’s the spot…” Thorax closed his eyes again and hummed to himself. Chirp would have shifted uncomfortably if he had been able to move. 

‘Should I… even be watching this? Is this like… a thing?’

“Please Sir,” the female sniffed. “Please let me go.” 

Thorax slowly opened his eyes, his post-thanks smile still on his face. 

The scary thing was that the smile looked genuine. 

“Of course,” he laughed out lightly. “Please, do go and enjoy your newfound freedom. I implore you.” 

Quick as a flash, the female changeling shot to her hooves and galloped away to the back of the throne room, Thorax clapping his forehooves together all the while.

“Splendid!” 

Chirp found the mysterious hold over him gone, and immediately he began to back away from the new ruler.

Unfortunately, he was noticed. 

“You there, the male at the front.” 

A hoof pointed out towards him, glowing purple eyes giving him a solid examination. Chirp swallowed the lump in his throat, aware of everyone’s frightened eyes upon him, and ceased his retreat. 

“Y-yes, my King?”

“Fetch me a nymph from the nymphery, will you?”

Chirp took a second to process the command from his ruler, his blood freezing. 

“I… My King, may I ask why?”

King Thorax leaned towards him, a glint in his eyes as he licked his lips. 

“I have a desire for… a child.” 

The entire room descended into silence, as every single changeling went stock still. 

Chirp took a while to react, before he slowly raised his left forehoof and awkwardly coughed into it. 

“Uhhh…..”

“You fool!” Thorax growled once more. “Fetch me a nymph!”

A glob of vile saliva dripped from his maw, splashing down between his golden hooves. The King’s voice got even lower than his previous growl, and it sounded as if he was vibrating his tongue with the next few words. 

“I… huuunnggger…”

A flash of pink light accompanied the explanation, bathing the throne room with unnatural light once more. 

‘Oh,’ Chirp could only think as he found his legs moving without his input. 

‘I’m not sure if that’s better or not…’







“Those fools!” 

Chrysalis raised a hoof to the sky, shaking her foreleg at the sun as if it would have any effect on her current situation. 

“How dare they usurp me, me! All for that failure of a changeling and some horrible new bodies! ‘Sharing love between each other’, pah! As if we hadn’t tried that before!” 

Sighing, she looked back down towards the dirt road she was standing on. Trudging forwards, she made certain to harshly bring her hoof down upon any insect that had the misfortune of crawling across her path. 

“My throne, my subjects,” she lamented with a scowl. “My castle.” 

As she continued to trot away from her failure, she started to lose her anger only to have it replaced by sadness. 

“What can I possibly do now? All of them have chosen him over me, all of them…”

She looked up, realisation dawning on her face. 

“No… not all of them. But…” 

Her thoughts turned to the infiltrators she had assigned to capturing the ponies of importance, and her resolve swelled. 

“I must act quickly,” she nodded to herself as she started to buzz her tired wings. “Before the ponies get to them first.” 

Taking off into the air, an even nastier idea formed within her wicked head. An idea that brought a truly vile smile into being. 

“It will likely cost a great deal,” she chuckled lowly as she flew towards Equestria. “But to have my power returned to me, I will pay any price asked.”

With that, she laughed to herself as she flew, her wings no longer feeling as tired as they were before. 







Chirp’s eyes were locked upon the King’s throat, a large and still-struggling lump disappearing as the king swallowed. 

The loud and audible gulp was followed by a content hum, and King Thorax licked his lips while patting his stomach. 

“Mhmm, delicious.”

The smacking of lips rang out through the throne room, empty save for the two of them. 

Chirp found the control over him lifted, and he immediately collapsed down onto his knees with the stark understanding of what he had just witnessed.

“Oh my… I…” he went green, a hoof going over his mouth. ‘I think I’m going to be sick.’

“My dear Subject, what is wrong?” Thorax questioned with a raised eye as he dabbed at the corner of his mouth. “Are you feeling sickly?” 

Chirp stared up at his monarch, King Thorax continuing on without waiting for an answer. 

“Myself? I have never felt better. Not with this yummy-scrummy-nummy in my tummy-tum-tummy.” He looked up to the sky with a hoof under his chin. “I honestly don’t know how the old bag managed to just feed on love, not with tasty infants just lying around all waiting to be eaten.” 

Chirp ran for the edge of the castle, Thorax paying him no mind as he expelled rainbow goop down below. 

“In fact, I am still feeling rather peckish if I’m entirely honest with you. Do be a good subject, and head back down to get me another when you're done.” 

As Chirp turned his head to stare blankly at the order, Thorax giggled and clapped his hooves together. 

“Oh, and this time get me one that’s not green in colouration. I want to see if there’s any difference in taste.” 

Chirp shook his head to clear his mind, before he stumbled back to his hooves. Making his way over to his King, he stopped in front of the seated royal and looked at him through teary eyes. 

“…Why? Why must you eat babies?”

Thorax stared deep into his eyes, his voice one-hundred percent serious. 

“Eating babies… makes me stronger.”

Chirp’s mouth was trembling. 

“Wh… what?”

“The baby is the most succulent source of magical power in this world,” Thorax explained with a ravenous glint in his eye. “Only those who consume live babies truly become as fabulous as I am now.” The King drew a foreleg over himself, in particular to his weird head mandible-antlers. “Ever since I ran away to find the secret of love, I’ve been searching for the power to overthrow Chrysalis and uplift our race to its full potential. And when I laid eyes upon Princess Flurry-Heart…”

Thorax’s tongue lolled out of his mouth, a saliva trail dropping down onto the floor. 

“I knew that I had found the secret of true, god-like power.”

Chirp didn’t know what to feel. 

“But I couldn’t just eat her then and there, you know.” The King frowned, a hoof scratching his neck. “I had tricked that stupid dragon with my ‘only good changeling’ act and gained the Crystal Ponies’ trust, but I couldn’t be sure if my power would be enough to combat her disgusting parents. Luckily, this ‘sharing love’ solution was quite the stroke of good fortune…” 

Thorax stroked his chin with a hoof and muttered the next part. “Possibly prolonged exposure to the Crystal Heart’s energies? Hmmm…” His eyes snapped back to Chirp after a few moments, and his smile returned with full force. “Still, now that I’ve been granted with the power to control all of you fools far more efficiently than Chrysalis ever could, it’s not like you could ever do anything to defy me. You’ve all even copied, abet inferiorly, my majestic form.” 

Looking down at himself at his king’s words, Chirp shuddered at his new form. 

Suddenly, it didn’t seem quite as beautiful. 

“But… I don’t understand…”

Thorax’s smile widened. 

“It’s quite simple. With the power of sharing love from the Crystal Heart, I’ve kicked out our inept former Queen, To become stronger, I must eat babies.”

A wicked glint shone in Thorax’s eyes. 

“All of the babies, but certainly one baby over them all. Only then will I become stronger than Chrysalis, than Celestia and Luna combined, and stronger than even Discord can ever dream of.” 

A hoof started to stroke his stomach, Thorax’s wings giving a shimmering flutter. 

“Yes, and then I shall ascend… to Godhood!”

Chirp fainted from the sheer force of the explanation (and exposition…), but Thorax didn’t stop even as the orange changeling dropped down to the floor out cold. 

The pair of purple eyes danced with the glowing image of a small pink alicorn, Thorax noisily licking his lips once more with just the thought of consuming the tiny yet powerful morsel.

“Yes…” he purred to himself. “Soon. Sooooon…”





“Just you wait until our Queen finds out that we’re here, she’ll stomp you weak ponies!” 

Catalyst finished her buzzing threat with a loud hiss, her flickering tongue even poking out through the iron bars while she stamped her hoof upon the cold stone tiles that matched the equally dull walls. The eleven other changelings sitting behind her in the cell watched on with interest, a few even hissing in agreement. 

The two solar guards watching from the dungeon door opposite didn’t even flinch. It was a testament to their discipline, or more likely, to the likelihood that they had been subjected to the same treatment and threats for the past two days and had just gotten used to it. Catalyst couldn’t even tell if they were the same two guards from the previous day, the golden-armoured unicorns even smelling the same. 

“Even with your precious princesses released, the Queen will still kick your flank! Just you wait you over-dressed entrée’s!”

The guard on the left stiffened, Catalyst leaning forwards to press her fangs against the bars with a fang-filled grin. 

“Ha! I can taste your anger from here, pony!”

“Changeling, be quiet.” The stallion on the right ordered gruffly. 

“Make me!” 

Both guards didn’t respond to that, Catalyst pressing her attack. “Just you wait until we get out of here!”

This time, the guard on the left smirked. Catalyst stopped talking and stepped back from the bars, finding the sense of smugness coming from him concerning considering the situation. 

“Oh, you’re going to get out of this cell all right,” the guard chortled, causing all of the changelings to perk up their ears. “In only a few days too, thank the Princesses.” 

A changeling from the back spoke up with a suspicious frown, a male named Chatter. “What are you talking about, pony?”

The two guards shared a glance, before the one on the right raised an eye to the one on the left. 

“Did you hear that Lance? Nopony’s told them.” 

The left guard, evidently named Lance, smiled again. “You know what Bastion, I don’t think they have.” Turning his head back to face them, smug blue eyes looked over all of them. “Turns out, you’re all due to be returned to the changeling Kingdom as soon as the prisoner transport chariots are ready. I’ve heard that all of your fellow changelings have been shown how to be good creatures, and they’re going to make you one of them as soon as you return.”

Catalyst frowned and sat down while her fellow whispered amongst themselves, one of the guard’s words nagging at her. 

“What do you mean, ‘Kingdom’?”

Lance shrugged nonchalantly. “Last I heard, Chrysalis got kicked out and replaced by a different changeling that made you all good. Even Princess Celestia herself recognises him as the new changeling King. Last thing anyone saw of Queen Chrysalis was her running away after shouting some petty threats of revenge.”

To his credit, when they all stopped speaking and glanced around at each other with worry, Lance at least softened his tone. 

“I hear he’s actually pretty nice though, he even made friends with the Crystal Empire before he returned to your lands.” 

“Wait…” Catalyst pushed aside the disturbing news to scrunch up her face. “This new King, what’s his name?”

The guard on the right paused in thought for a second. 

“King Phalanx… no, it was Thorax. That’s right, King Thorax.”

“Thorax!?” One of the male changelings, Morpheus, nearly had his bottom jaw touching the floor. “Thorax defeated Queen Chrysalis, Thorax?”

“Oh yeah,” a female Catalyst didn’t know the name of spoke up from the back. “Wasn’t he that one soft changeling who ran away to be,” a shudder ran down the infiltrator’s body. “Friends with the ponies?”

Catalyst didn’t let herself get too focused on the chattering of her fellows, and instead she frowned at the two Equestrian guards. 

“You’re lying!” she spat, even as the doubt was gnawing at her heart. “If you’re going to lie about the Queen being defeated, then at least pick a changeling that isn’t a complete failure!”

The two guards snorted simultaneously, before the one on the left shook his head.

“Fine, don’t believe us. Still, it doesn’t change the fact that your Queen got her flank handed to her…” 

He focused on Catalyst specifically. 

“And that no-one is coming to free you, except for when we take you back to your new King. Understood?”

Catalyst merely sat on the cold stone floor and fumed, her fellow infiltrators having gone quiet. The guards returned to their motionless stances, with evidently nothing more to say.

She could feel the worry and concern that was bleeding off from her comrades, and even her antagonistic façade was starting to break down. 

‘It’s not true,’ she tried to convince herself one final time. ‘They’re ponies, they’re just lying.’

She looked up once more at the guards. 

It sure didn’t seem like it.

A quick series of knocks on the oak door behind the guards broke the depressive silence, Catalyst looking up with her eyes while she sat in her own misery. The two stallions shared a look before the one on the right’s horn lit up and blue magic pulled the iron ring that served as the door’s hoof-friendly handle. 

Another armoured solar guard trotted in as soon as the door creaked open, this one slightly taller than the other two. The new stallion immediately laid eyes upon the changelings in the cell, Catalyst tilting her head as she noticed the cold blue eyes narrow somewhat.

‘Wait, something’s not right…’

“Guards,” the tall stallion addressed with a gruff voice worthy of a minotaur. “I’ve been ordered to replace you for the night. Princess Celestia’s orders.” 

The two guards shared a look, before the one standing to the left leaned forward to peer closer at the newcomer. 

“I don’t know,” he started slowly with an eye raised. “How do we know that you’re not a changeling in disguise?”

The new guard was silent for a moment, before he blinked and pointed to himself with a hoof. 

“If I was a changeling in disguise, would I really make myself as tall as I am instead of fitting in with the rest of you shrimps?”

The guard on the left flared his nostrils, but the one on the right shrugged. 

“Eh, he’s got a point.” Eyes turned onto the cage once more. “But where’s your second? They, especially that one at the front, have been a bit rowdy lately.” 

The tall guard didn’t even hesitate this time. 

“Stallion’s room,” he nodded sagely, before grinning. “Mess food and all.”

“Oh Celestia,” the guard on the left chuckled. “Tell me about it.” A growly sound rose up from his stomach, and he started to trot out of the door and into a darkened corridor. “Still, I haven’t eaten all day, so I’ll think I’ll risk it. Come on Bastion, maybe they’ll be serving extra dessert again.” 

The second guard followed his buddy out without a word, the wooden door closing behind them. 

Catalyst, having remained silent through the entire conversation, watched as the new guard pressed his ear to the door for a moment. Then, he turned around with a shake of his head. 

“Idiots, even a drunken monkey could abduct the Princesses from these clowns.”

One flash of green later, and the tall guard was gone. In his place stood a welcome sight for changeling eyes, and all of the infiltrators quickly got to their hooves and bowed in respect towards their monarch. 

“M-My Queen,” Catalyst stumbled out. “I’m sorry we failed you, the ponies-“

“Silence,” Queen Chrysalis commanded, her horn lighting up with a sickly green glow. “Do not talk of failure to me. I can assure you…” Chrysalis’ eyes narrowed as the cell lock clinked open. “You have not failed me at all.” The barred door swung open, and the Queen ensured to bare her fangs. “Yet.”

Catalyst gulped while she hurried out of the cell, her next words not her most confident. 

“Queen Chrysalis,” she started, looking up into her ruler’s stern eyes. The faint marks that trailed under the royal eyes looked like dried tear trails, but Catalyst didn’t mention them. “The two pony guards… said things.” Behind her, the changelings exiting the cell paused to listen carefully to the exchange. “Things about the Hive, and about the others…”

“Infiltrator.” Chrysalis stared down at her, her gaze not wavering despite the slight tremors that plagued her limbs. “I will explain everything on our way to our destination.”

The Queen closed her eyes for a moment, and Catalyst perked up when strands of green energy coiled out from Chrysalis’ chest to sink into every infiltrator’s in the room. The infusion of love didn’t last nearly long enough to fill her stomach though, and Catalyst frowned softly when the Queen cut off the flow a few moments later. 

“I know it’s not much,” the Queen stated upon seeing their reactions. “But it will be enough for now. We can’t risk feeding upon any pony at this time.” Another green flash, and the tall guard from before was back. “For now, I want you all to disguise yourselves as guards and wait for me outside of the castle on the north side. I need to pay the Equestrian treasury a quick visit.” 

Catalyst’s form lithe form lit up with the flash of changeling transformation, before it died down to reveal a pure white pegasus mare in solar guard armour. Around the room, multiple flashes marked the disguising of the rest of the infiltrators, each of them picking either a pegasus or a unicorn guard. Her deception complete and ready to fool any Equestrian that would try to halt them, Catalyst looked at Chrysalis and tilted her fluffy head to the side. 

“The treasury?”

Queen Chrysalis actually showed a small fanged smile at the query.

“With the plan I have in mind, we’re going to need a large amount of currency.”







“Mhmmhmhmm, I swear that each one is tastier than the last.” 

Thorax licked his forehooves with a purr, his long multi-coloured tongue snaking around to clear every last trace of nymph off. Smacking his lips together noisily, he rubbed his bloated stomach with a content hum. Arcs of pink energy shot up through the once-green crystal shards that made up his newly-constructed throne, the glowing pink seat throbbing with every word. 

He didn’t even flinch as he felt a small and weak kick from the inside of his gut. 

“Actually,” he began, gazing over the ten changelings shaking at the foot of his throne. “I could really go for another…”

“My… My King,” one of the changelings, a female nurse, answered from her bow with a tremble. “That was your twenty-second nymph this evening alone. If you e… e…” 

“Eat?” Thorax finished for her with a raise of his eye, a shudder shooting down the nurse’s body at the word. “Consume, maybe?” Another shudder, this time from every changeling present save for Thorax. “How about devour, vary up our vocabulary a bit?”

“Y-yes, King Thorax.” The nurse had clenched her eyes shut. “We are quickly running out of… out of…”

He growled, causing his subjects to jerk back. “Your habit of not finishing your sentences is beginning to grate on my nerves, nurse.” He leaned forward in his throne and used his magical control to force her head up to meet his eyes. “I might decide to not just vary my vocab, but change up my diet a little as well.” 

The nurse gulped, the soldiers and drones who watched on choosing to avert their eyes and fold back their ears. 

“Try some meat that is more… aged.”

“King Thorax,” the changeling who had fainted in front of him a few days ago was the one to speak up, Thorax recalling that his name was Chirp. He turned his eyes to look at the interrupter, the nurse breathing heavily after she was released from his control. “What Nectar is trying to say, is that we’re quickly going through our entire nymphery.” 

Thorax withheld his scoff at Chirp’s shiver. ‘Of course such simple creatures can’t understand what I hope to achieve, they aren’t capable of ascension above their petty mortal gripes after all.’

“We need to retain some nymphs,” Chirp continued, before his voice lowered to a mutter. “Preferably all of them.”

“Subject?”

Chirp winced, before talking once more in normal volume.

“The Hive needs a few nymphs for the next generation of changelings, our numbers are already low, and-“

“So?” Thorax scoffed, Chirp shuddering at the interruption. “Just make more.”

“Make… more?” another male changeling, a former soldier-class, questioned. 

“Yes, more,” Thorax repeated with his eyes peering at them. “Please tell me that you don’t need me to instruct you on how to do that.” 

There was an awkward silence amongst them all. 

“But…” the nurse had recovered from her previous disobedience. “What about the breeding guidelines?”

Thorax made a show of looking around the throne room. 

“I don’t quite see anyone else around here that… oh, that’s right, I’m the King.” Thorax glared at the cowering nurse once more. “I control the breeding guidelines, and I desire more nymphs. So, you can either organise some breeding pairs amongst yourselves and refill my pantry as soon as possible, or…” 

He insured to give the nurse a very pointed look.  

“I personally take care of the issue, with the help of the more irritating members of the Hive. Do you understand me?”

Sniffling, the female changeling nodded while the rest of his pions stared at their own hooves. 

“Good,” Thorax cooed, leaning back in his seat with a growing smile. “But don’t fret about the diminishing numbers, I will attempt to cut back my… intake.” 

All ten looked up at him with part relief, part worry. 

Thorax merely widened his grin and patted his large belly. 

“The entire Hive has been invited to a celebration in the Crystal Empire…” 

His mouth watered as he once again pictured the image of a plump and giggling filly alicorn. 

“And I want to have some room for the upcoming feast, naturally.”







“Is this really where we’re supposed to be, Your Highness?”

Chrysalis eyed the rickety wooden shack sitting before them on a small mossy hill, the gnarled trees of the eerie forest almost seeming as if they were avoiding the darkened structure. In fact, there seemed to be an entire clearing in the shape of a circle around the barren hill itself, with seemingly not a single plant even daring to grow in the moist dirt. 

Strands of mist drifted around the entire clearing, and it was largely thanks to their changeling eyes that they could even see through the thick gloom of the forest at all. Chrysalis subtly swallowed the lump in her throat before taking a step forwards, her hoof landing within the circle of dead ground. 

She nearly jumped right out of her chitin as a bolt of lightning flashed out overhead through the tree-tops, a crack of thunder roaring out quickly after. 

Thankfully none of her infiltrators noticed her jolt due to their own bursts of fright, Chrysalis having already ensured that she was actively masking her emotions from them. 

Looking down to her side at the infiltrator named Catalyst, she waited for the changeling to finish reseating the large sack of gold bits she carried on her back before answering. 

“Unfortunately, I believe that it is.” She looked back at the house before continuing. “The legend says that our destination is one of ancient evil and horror, and-“

Another flash of lightning, and the following thunder. 

“This looks like it fits rather well,” Chrysalis finished dryly, before taking another step towards the shack. 

This time there was no thunder, no lightning. Instead, it felt as if an iron talon was attempting to squeeze the very life out of her heart, and upon looking back she realised that her eleven changelings had stopped just at the threshold of the circle. 

“Do not fear,” she reassured, before facing the shack and uttering a low growl. “No amount of doom and darkness is going to come between me and my revenge.”

As her last sentence left her lips, Chrysalis was surprised to find the crushing feeling letting up, and with newfound confidence she continued to trot forwards. She didn’t have to look behind her to know that her subjects were following her lead, evidently she was scarier than the house. 

Chrysalis looked down as she began to climb the hill, her hooves touching smooth pavers that formed a little path right up to the rotten wooden door. She noticed that they were coloured a dirty white, like that of old sun-bleached bone, and quickly tore her focus away lest she begin to ponder their material. 

Before too long she was outside of the door, and she could see the soft flickering glow of candlelight from underneath the bottom gap. Raising a hoof, she glanced back to check on her subjects. 

Every infiltrator was present and, while she didn’t even need to rely on their emotions to tell that they were terrified, she didn’t bring it up.
It was an understandable reaction, after all. 

Her hoof rapped on the twisted dark wood of the door thrice, Chrysalis wincing at the sound before she lowered her foreleg and waited for a reply. 

She got one soon after, a croaking voice that chilled her to the bone calling out from inside the shack. 

“Those that make it up to here, are possessed of a spite that quells their fear. But if you don’t have a heart of black, then I greatly suggest that you turn back.”

A short, wheezing cackle followed the warning, Chrysalis quickly reconsidering her plans.

“Though if your hate does drive you on, then this is the place where you belong. If dark deeds and items are what you seek, then please do enter and we will meet.”

Taking a breath, Chrysalis made to push open the door. 

“I don’t bite, you know.”

Shuddering, Chrysalis thought of the traitorous runt that had so casually taken her throne, and the memory gave her the strength to gently push open the door. 

Striding inside, she was met with a darkness that even her eyes were unable to pierce. It was certainly out of the ordinary, especially considering the candlelight that she had sworn she had seen earlier. 

“Come further in, all of you now. There’s plenty of room.”

The wizened female voice from before was much clearer now, and Chrysalis followed its directions. Hoof after hoof, she advanced all the way into the shack before pausing. 

“You heard her,” she whispered to the infiltrators shaking outside. “All of us. Follow me, infiltrators.”

She advanced into the blackness, as did all of the changelings following her. 

‘At least these ones know that it’s better to stick with me than take their own chances,’ she silently brooded. 

“Ah!”

All of a sudden there was the solid thump from behind and a shout of alarm, and Chrysalis whirled around to find that the door had closed behind the last changeling unexpectantly. The infiltrators had all rushed into a close huddle at the surprise, and a small bag of plundered rubies had fallen off of one changeling’s back to spill its contents upon the wooden floor. 

“Hehe, that never gets old, and I see that you at least thought to bring some form of physical payment. Unlike that one ingrate...”

Chrysalis and the changelings had frozen in place, the Queen realising that she was suddenly able to see everything thanks to the candles mounted all over the barren shack walls. Walls that made up a room that seemed entirely too large for the simple shack she had seen from outside. 

To say something was off was an understatement. 

Slowly, ever so slowly, Chrysalis turned around to face the unknown speaker. 

Her eyes fell upon the hunched figure sitting upon a plump cushion at the back of the surprisingly large room, exactly twelve more cushions arrayed upon the large woven red rug that took up most of the floor. 

Chrysalis had to do a double take. 

“A single old zebra?” she scoffed, the zebra mare in question looking up from a bubbling iron kettle to smile at her with mottled yellow teeth. 
Chrysalis immediately stopped her scoffs when she saw the zebra’s eyes through the long and unkempt black mane. 

There was no light of life within the milky grey orbs. 

“What were you expecting, a pony?” the elderly mare chuckled before nodding. “Greetings, Queen Chrysalis and changelings. Welcome to my humble abode… and magical trinket store!” 

All of a sudden, and with a number of startling crashes and thumps, numerous items attached to ropes dropped down from the shadow-obscured ceiling. 

“I’ve got ancient zebra curse masks, death potions, eldritch staffs of all kinds, even the full range of the infamous alicorn amulets!” The zebra snatched a golden necklace with a bright red gem from one rope, holding it up with a nod. “I particularly like this colour, a rather trendy match to any evening gown. There’s even a sale on at the moment, buy two alicorn amulets, get one ab-soul-utly free!” 

Chrysalis couldn’t think of anything to say, her infiltrators equally stunned as the old zebra started to flick through a large yellow-paged book that seemed to be bound with wrinkly skin. 

“I accept Equestrian bits, raw gold, gems, souls, firstborn children if you have the correct paperwork, and all other major world currencies.” 

The zebra paused, her eyes flashing with a pale glow for a moment. 

“Except for Seapony sheckles. I don’t deal with no conniving seaponies.” 

There was silence for a few moments, before the zebra slammed the book shut and clapped her forehooves together. With rough, jerky movements, the items on ropes were pulled back into the murky depths of the ceiling. 

“Excuse me, where are my manners? Please, take a seat, everyone. I’ve been waiting for you.”

With nothing else to do, Chrysalis slowly inched forwards and reluctantly sat down upon the pillow that was furthest away from the zebra. Her changelings followed suit, save for poor Morpheus. He was too slow, and was now standing in front of the lone pillow left. The one right next to the zebra. 

“Take a seat young one,” she said sweetly while patting the cushion with a hoof, although there was a slight tone of command along with it. “I never harm a paying client.” 

Shaking, Morpheus sat down as instructed, the zebra smiling at him. “My, aren’t you just a little cutie?” 

Morpheus shrank down even lower. 

“…You said that you were expecting us,” Chrysalis said after a brief hesitation, the zebra having returned her attention to the kettle. 

“I expect all of my customers,” their host answered nonchalantly. 

“How?”

“Tea, anyone?” the zebra offered while ignoring Chrysalis’ question, a small green box with alien writing and a picture of a many-tentacled beast upon it being held up in a hoof. “It’s a very special blend that you won’t find anywhere else in the world.”

Chrysalis pushed the disturbing realisation that she could read the alien writing as ‘Migo farm’s famous brew - Shoggoth strength’ to the back of her mind, and instead she cleared her throat. 

None of the infiltrators had even taken their eyes off of the tiny black tentacle that had wriggled out from under the box’s lid. 

“No, thank you.” The curtesy was very forced. “I did not come here for tea, or your trinket-pitch.”

Pouring the vicious black fluid that was stored in the steaming hot kettle into a surprisingly normal porcelain tea cup, their host snorted. 
“You should show more respect to your elders, you know.”

Chrysalis gritted her teeth. “I am ageless, and have lived for decades longer than you, crone.” 

The zebra merely smiled and sipped her tea. 

“If you say so, Queen Chrysalis.” 

Brushing it off, Chrysalis coughed and gave her head a light shake. 

“Regardless, I have come here for a very specific purpose.” 

“Oh, I know, Queen Chrysalis.” A long draught of the tea followed the reply. “You have been overthrown, betrayed by your own, forced from your lands like a petty tyrant.” The zebra seemed to pause, a frown crossing her face. “Dismissed from your crown by… Princess Celestia herself.” The crone looked up. “Quite the embarrassment, I am sure.” 

A long, curious look at the somewhat sympathetic tone was Chrysalis’ initial reply, before she looked around at her stock-still infiltrators and nodded. 

“Yes, it was. These eleven are the only loyal changelings I have left, the rest have been transformed into hideous… things.” Chrysalis flicked her tongue, as if there was a bad taste upon it. “All thanks to the ‘shared love’ from that weakling, Thorax.” 

Another noisy sip of tea was followed by a smile from the zebra, her head nodded. 

“Yes, Thorax. That name is known to me…” After another sip, the crone looked around at the pale infiltrators. “At least you have these fine young creatures still with you, all is not lost.”

“Indeed,” Chrysalis answered while straightening, her anger toward Thorax once again giving her further confidence. “But eleven changelings is hardly enough to retake my throne and punish those responsible. I have heard that you… sell solutions for problems to creatures like myself.” 

A nod from the crone. 

“You have heard correct. Ones that have their hearts filled with goodness… rarely find themselves inside my domain. Instead, I cater to those who aren’t afraid of using more… dubious methods.” 

Narrowing her eyes, Chrysalis nodded. 

“I’m looking for something a little more than ‘dubious’. I would prefer it if we quickly got down to business.” 

The tea cup was placed down gently. 

“Very well,” the zebra smiled. “Let us begin then. First, I understand that my previous items did not hold your attention for long. I take it that you’re after something a little more… heavyweight?”

“Heavyweight is one word,” Chrysalis snarled. “I want to crush my foes utterly, I wish to drive them from my lands, and I desire to end them once and for all. No slow deaths from poison, no soul-draining artifacts that come with inbuilt drawbacks. I want complete, and reliable, utter devastation of all that stand before me.” She huffed. “Does that fit your definition of heavyweight?”

The crone chuckled once more. “My, you are an interesting one, indeed. I’m quite pleased that you stopped into my part of the woods.” A hoof went to the zebra’s chin, her dead eyes glazing over with thought. “Hmm, I must admit that I usually stock more of the, ahem, subtle means of evil. But…”

“Yes?” Chrysalis prompted curtly, her forelegs crossing over her chest. 

“Well, I suppose… yes, they would have something more along those lines. Whether they would be willing to sell to her… hmm. I don’t see why not.” 

The crone stopped muttering to herself, and gave Chrysalis another toothy grin.

“I may not have what you seek, Queen Chrysalis, but I believe I know someone who does. Devastation is kind of their speciality, you see. Reliable too, their record certainly says so.” The zebra nodded. “I’m unsure if they what they would offer you, they tend to be fairly picky about certain things, but I can get you in contact with them for just a small finder’s fee.” Another smile. “I’ll also only charge you if you find what you’re after, how’s that for a deal?”

Chrysalis narrowed her eyes once more. “I’m in a bit of a hurry.”

“Of course, of course.” Turning and pointing at Catalyst, the crone gestured towards a small cast-iron caldron that was sitting behind the infiltrator. “Please be a dear and pass that over to me, if you don’t mind.”

With shaky hooves, Catalyst lifted up the caldron and hooved it over to the zebra. As it passed between the two, Chrysalis noticed the many intricate runes carved upon the sooted surface.

“Thank you dear,” the crone acknowledged, apparently paying no mind to the way Catalyst hurriedly withdrew her hooves once it was passed over. The eyes focused back on Chrysalis. “I should probably warn you that some… unusual payment may be required.”

‘Some what?’

“Now, let me see if I can remember the page…”

A wizened black and grey hoof lifted out a small black book from the caldron’s depths, ancient parchment flicking over until the grey eyes lit up with recognition. 

“Ah, there we are! Right under Crowley’s. Page fifty-three, entry number seven.” 

Closing her eyes and tilting her head back, the crone reached into the caldron once more. Her hoof resurfaced into view with a large jagged knife in the crock. Chrysalis eyed the skull-handled weapon, but didn’t even flinch as the crone slowly drew it across a withered furred foreleg. 
Gloopy black blood, more akin to thick sludge than vital fluid, dropped into the caldron with a curious absence of any splashing sound. Then, the knife was dropped back into the caldron with a similar lack of noise, and Chrysalis’ eyes widened when a blood-red orb ascended into the air above the cast-iron container. 

It pulsed with evil light once, then twice, before the room was bathed in a strong and constant red glow. The orb doubled in size, before a black shadow appeared in the centre of it. 

“Who dares to call upon me!? To seek communication with a being as powerful and terrifying as the deepest universal abyss!? Answer me if you value your life! Your eternal soul! Your-!”

“Elijah,” the zebra crone chuckled lightly as she interrupted the eldritch thing that was currently causing Chrysalis’ heart to pound. “It’s me, Zappy.”

Chrysalis’ mind couldn’t help but question it. 

‘Elijah… and Zappy? What the F-‘

“Ah, Zappy!” 

The pulsing of the orb died down, and the booming voice changed to a normal tone that had a distinct male ring to it. Chrysalis was even able to detect genuine cheer from it, which flat out confounded her. 

“Long time no talk,” the orb followed up with a chuckle. “Sorry, it’s been so long that I didn’t recognise your number. We really should meet for tea again sometime in the next decade, sooner than later preferably. How are you going?”

The crone cackled, a hoof brushing her filthy mane. “Oh, you know, the whole ‘selling items of woe to evildoers that wander into my forest shack’ shtick. Yourself?”

“Same old, same old,” ‘Elijah’ replied with the shadow in the orb giving a visible shrug. “I’m actually planning to head off and steal a teleporter shortly, one of my friends has gone and gotten himself trapped in an alternate universe again.” 

“Ah,” the zebra nodded. “Nigel?”

“Nigel,” Elijah confirmed with a sigh. “I swear, that man and his ability to get lost in alternate universes… anyway, what can I do you for? I can tell that this isn’t just a catch-up call.” There was a pause. “Who are your friends? I must admit that they seem rather interesting… and somewhat adorable.”

The crone glanced to Chrysalis with a grin. Chrysalis was okay if ‘Zappy’ wanted to handle all of the explaining. She still needed to… work things out. 

“This is here is a client of mine, Queen Chrysalis of the Changelings, and these here are the only loyal subjects she has left.” 

Chrysalis felt a soul-chilling presence examine her, and shortly after she heard a tutting. 

“Such a shame, she seems like a rather nice Queen, comparatively of course.” 

She didn’t know how to react to that. 

“Well, if you say so,” Zappy murmured. “Anyway, she’s after an item I can’t provide. I was wondering if you had anything, quoting here, ‘Destructive and reliable’ that she could purchase.” 

“Hmm… well, I have access to some surplus military equipment that fit that description, but the higher ups are kind of catching on about this whole arrangement. As such, I’m trying to not sell anything at the moment…”

“Arrangement?”

Chrysalis froze at the whisper, all attention turning onto the one poor changeling who had spoken to himself. He quickly put a hoof over his mouth, but it was far too late. 

“Yes, arrangement,” Elijah repeated with his focus on the infiltrator. “To make some spare cash on the side, I occasionally sell certain items to certain contacts of mine. There are still self-imposed rules you know, like ‘no chemical weapons, no biological weapons, no nuclear weapons, no repeating laser cannons with a barrel-length of three meters or more', etc.”

There was a pause. “Maybe it’s not entirely legal, but what’s life without the thrill of selling high-tech military weapons to completely irresponsible primitive tyrants from time to time.” He seemed to pause. “Hang on just a second, what’s your name? You little cutie you.”

The changeling balked, but still stammered out an answer. 

“It’s… it’s Morpheus.”

There was a long and drawn out silence. 

“You’re… serious?”

Morpheus nodded nervously. 

“Holy unholy science,” Elijah cursed under his breath, just audible. “I can’t pass this up…”

There was another period of silence. 

“Well, I suppose I can get you something in return for a few things. I’ll even do up a basic user manual and modify the controls, little things like that.” His attention turned back to Zappy. “Can I just send it to the circle you have out the back? It’s going to be a few metres tall.” 

The crone nodded. “That’s what it’s for. Just throw in another few boxes of tea.” 

Chrysalis got the weird feeling that the shadow was smiling. 

“Sure thing. Now, as for payment…”

“I’ve got golden bits and gemstones,” Chrysalis began, snapping back into the conversation. “A few large gold bars and-“

“Hmm, no,” interrupted Elijah. “I’ve got enough of those already from the last deal. However…” 

She felt him looking her and Morpheus over again.

“I’ll tell you what, will start with the easy thing. I’ll just get you to spit into the portal when I say so.”

There was silence. 

“What?”

“It’s just a bit of your saliva.”

Chrysalis leaned forward with her eyes furrowing. “Whatever could you want something like that for? I’m genuinely puzzled.” 

There was a brief hesitation from the other end. 

“Hey, relax. It’s not like I’m going to clone you from it or anything.” 

Another long second of silence was followed by nervous laughter, Elijah continuing it for far too long before he stopped and returned to speaking. 

“Ha, okay, I’m serious now. Just spit into the portal please.”

Chrysalis glanced around the room, but after seeing nothing but blank faces (except for a smirk from Zappy) she concluded that no helpful input was going to be forth coming. 

‘Stuff it, what do I care?’

With a hock, she lobbed a glob of royal saliva right into the centre of the red orb, the being on the other end audibly clapping some sort of limbs together after a few seconds. 

“Marvellous, prime genetic material! Straight into the tube you go, little spit glob! You’re going to grow so big and strong!” There was a cough and the clinking of glass, before Elijah spoke again. “Ah moving on. For the second part, I require a simple thing…”

Morpheus jolted back when a pair of black sunglasses flew out of the portal to land before him, a slip of paper taped to the middle. 

“You, Morpheus, please put on the glasses and read the words on that paper for me, will you? I’ve already ensured that you’ll be able to understand them.” 

Confused, but after a nod from Chrysalis, Morpheus hesitantly put on the sunglasses as requested. Picking up the paper, he squinted at the writing upon it. 

“This is your last Chance. After this, there is no turning back.” Morpheus paused, but a ‘don’t stuff this up’ look from Chrysalis prompted him to quickly continue. “You take the blue pill, the story ends. You wake up in your bed and believe whatever you want to believe. You take the red pill, you stay in Wonderland and I'll show you how deep the rabbit-hole goes. Uh…”

There was silence from the orb, until a few moments later. A long and content sigh was easily heard, and the next words from the cosmic horror known as Elijah were warm and genuine. 

“I cannot thank you enough for that, changeling known as Morpheus. I’ll send the package through in a few minutes.” There was a pause. “Oh, and you can keep the glasses.”

Morpheus took the item off his face and examined it. “Um… thanks?”

“No, thank you,” Elijah chuckled, before the shadow turned to face Zappy. “Catch up with you later, eh Zapps?”

“Of course,” the crone smiled. “I’ll call you.” 

“Okay then, toodles.” 

With the completely unfitting goodbye, the red orb descended back into the caldron and the red glow died out. 

Chrysalis blinked her eyes and rubbed them with her forelegs, glanced at her equally bamboozled subjects, before focusing back on the evil zebra known as Zappy. 

“What just happened?”

Zappy’s reply came with a happy grin. “You, Queen Chrysalis, just managed to buy a weapon from a highly nefarious alien empire by spitting into a portal and having one of your changelings wear glasses while reciting a movie quote.” There was a respectful nod. “A very good result, I must say.”

“Oh…” Chrysalis nodded back, before tilting her head. “Wait, what exactly did I buy?”

There was a shrug from Zappy. 

“Don’t ask me, you should have clarified it with him.” The old zebra held out her hoof, her toothy grin resurfacing. “Still, I’m sure it will suit your needs, and then some. Now, about my payment…”

Chrysalis stared at the hoof, before she managed to find a touch of her usual dryness. 

“I don’t have any firstborns on me, I’m afraid.”

“That’s okay dear,” smiled Zappy with a chortle. “I’m perfectly happy to be compensated with normal Equestrian bits.”






> Fancy New Toys
> --------------------------------------------------------------------------

“Urrgh…”

“Nearly there, on three! One…”

King Thorax shifted on his throne with a frown, the crystal chair shaking under the weight of his massive bulk while the changeling at the front continued to count down. The twenty changeling workers below the throne all groaned and struggled to remain standing, their horns glowing with multi-coloured magic. 

“Two…!” 

‘It’s surely not that bad,’ Thorax thought to himself with a roll of his eyes, one hoof tracing his engorged chest, unable to reach his even larger stomach. ‘I need some workers that aren’t as weak as a newborn nymph.’ 

His frown turned into a smile at the last though, as his tongue greedily licked his lips. 

‘Mhmm, nymph.’

“Three!”

There was a brief moment of weightlessness, before his throne hit the floor with a thud. There was a loud crack and an ominous groaning sound, Thorax looking out past his rolls to check out the room he was in. 

The dining room of the Crystal Palace was gleaming and glinting with the light provided from glowing crystals set into the ceiling. A long table covered by a jewel-studded white tablecloth stretched out before him, a hundred red pillows on each long side. Directly opposite him was a pair of tall crystal chairs, in addition to a single highchair that drew his full attention. 

“Soon…” he murmured, saliva building in his mouth with the anticipation. 

Still, Thorax managed to tear his eyes away despite the hunger building within him, his focus turning towards the living beings that were already present with him. 

The twenty changeling attendants ‘honoured’ enough to be chosen to carry him to the Crystal Empire were all collapsed on their sides, their tongues lolling out as they panted and wheezed. He rolled his eyes again. ‘Maybe I should give them some more energy after we head back, I’ll have plenty to spare after all.’ Then, he reconsidered, and instead examined the more interesting creatures that were due to be his future subjects. 

Several crystal ponies were already present, all standing around the room with their mouths wide open. Thorax eyed the silver trays they bore upon their backs with a dismissive snot, the cakes and pastries upon them hardly fit for his… advanced palate. There was still no sign of his hosts, something he quickly sought to rectify. 

The entire Crystal Palace seemed to rumble, with a few decorative banners even crashing to the dining room floor. A tray of sparkly cupcakes fell to the floor as their bearer lost her balance, and the twenty worker changelings immediately dived under the table for cover despite their fatigue. They were quickly joined by a few of the crystal ponies, mortal danger snapping them out of their shock.

A groan from below, almost as if the very planet below was in agony, was the final sound before silence finally returned to the dining room. There was a brief moment of hesitation, before crystal pony and changeling alike poked heads out from under tables and chairs after the threat of the building collapsing had seemingly passed.

King Thorax cleared his throat, having finished the hazardous task of sitting up straighter in his throne, and ignored the devastation as he spoke. 

“There seems to be a noticeable lack of Crystal Empire royalty around in this sordid excuse for a dining hall,” he observed without even bothering to assume his ‘Thorax’ voice. “I would have thought that the arrival of the King of the Changelings would have prompted more of a… suitable greeting.”

Almost as if on cue, the sound of a door slamming open was accompanied by the clacks of galloping hooves. A large unicorn stallion rushed out into the dining room, his eyes glancing at all of the crystal ponies inside. 

“Is everypony alright!? Are there any injuries? Is…”

Thorax noticed Shining Armour’s gaze falling upon him, the pony taking a startled step back. 

“What the… Thorax?”

An indignant snort. “That’s King Thorax, to you.” His hooves patted his majestic, kingly stomach. “I’m no longer the mewling whelp that you remember, I am sure.” 

“I…” Shining Armour paused, the crystal ponies in the room alternating their concerned gazes between him and Thorax. “I can certainly see… that.” 

“Hmm, yes,” Thorax nodded. “I’m glad that you can, I’m glad that you can. Now…” It was a tough struggle to prevent his tongue from lolling out with the next sentence. “I take it that your lovely wife and, hmm, even lovelier daughter are going to be joining us?”

Shining Armour was almost about to take another step back, but he seemed to reconsider. 

“Uh, yes they are. Sorry for not greeting you earlier, but we sort of had a ‘Flurry Heart escape attempt’ that me and Candace had to deal with.” He let out a nervous chuckle. “Heh, you know how foals are.” 

King Thorax smiled. “Yes, but I must admit that I don’t mind some fight in them from time to time.” He let out a small chuckle. “Lots of energy is hardly a bad thing.” 

“Yeah, I guess that you’re right,” Shining laughed, slowly relaxing. “Still, she can really be a hooful.” Another glance around the room, and Shining grimaced briefly at the upturned bowls of food and the fallen banners. “Let me just get this mess cleaned up, and we’ll-“

“It’s fine, it’s fine.” Thorax clapped his forehooves together. “Allow me. Subjects, if you would.” 

As one, with heads bowed, his twenty attendants moved out without any addition mental coercion needed. Wings buzzed and hooves of vibrant colours were quickly stained with crushed foodstuffs as the subjects got to work, banners quickly being remounted and upturned furniture righted. 

Shining Armour and the few crystal ponies still in the room barely had time to glance around at the flurry of activity before it was over, the changeling workers all returning to King Thorax’s side without a word. The room was once again back to normal, save of course for the absence of a tiny amount of the food. 

“Oh…” Shining blinked. “Uh… thanks?”

Thorax waved a dismissive hoof. “it was no problem.” 

There was a second of uncomfortable silence as crystal ponies and changelings alike stole disgusted glances at King Thorax’s form, before a beautiful voice caused his ears to perk up. 

“Shining, is everything okay?”

But it was the light giggling of a young child that truly caught his attention, the floor under his immense throne threatening to crack even more as he sat up straighter. 

From the same open door that Shining Armour had entered from, Princess Cadence trotted out with a nervous glance towards the tall crystal ceiling. However, it was not the ruler that drew the attention of Thorax, but rather the small pink figure sitting upon Cadence’s haunches. 

Flurry Heart noticed him before her mother, the filly’s eyes widening as her hooves clapped together with joy. 

“Tor-ax!” she giggled, her tiny wings flapping madly. “Big-er!” 

‘Oh, you are so getting eaten, little one.’ Thorax allowed himself a brief lick-lip, Shining and the crystal pony attendants not seeing it thanks to their new focus on Cadence. The spikes of fear and apprehension that radiated out from the changeling workers didn’t go unnoticed, but they were ignored. With a smile to himself, saliva already building in his mouth, Thorax stretched out his forelegs to the sides.

“Princess Cadence!” he greeted with faux warmth, the Princess turning her head to first notice then secondly stare at him. “It’s so good to see you again. The same for you, Princess Flurry Heart,” Thorax waved a hoof at the giggling filly. “I’ve missed your bubbly presence, I must admit. I do hope that we can get… better acquainted during my visit.”

Struggling to pull his eyes away from Flurry, Thorax forced another smile at Cadence. 

“Princess Cadence, do come and join myself and your husband. I know, I know, I’m looking quite a bit different since you last saw me.” 
Cadence blinked, her ears giving a flick while Flurry Heart continued to giggle.

“I… ah, yes, you do look quite… different.” She tilted her head, trotting closer the stand behind Shining Armour. “I take it that sharing love amongst each other is… proving to be, um, most filling?” 

Thorax didn’t miss the way she looked at his subjects, and how she frowned upon noticing their sullen expressions. 

“Do not mind them,” he told Cadence and Shining with another wave of his hoof. “Unfortunately they haven’t quite reached my level of magnificence, and it causes both them and me to feel much sadness. However, we are constantly working on it, and I’m sure that we will achieve great results in time. Isn’t that right, my subjects?”

“Yes, King Thorax.”

The simultaneous and monotone replies brought a warmth to his heart, and he laughed lightly as he met the disappointed gaze of a particular orange-chitined worker. 

“See? They still have hope that one day they will reach their true potential. A wonderful goal indeed.” He watched Shining and Cadence exchange a glance, before he clapped his flappy forehooves together once more. “Now, might I suggest that we all take a seat? There is much celebration to be had, after all.”

“I suppose that we do have a feast waiting for us,” Shining chuckled, another glance going to Princess Cadence. “Do the rest of you changelings-“

“Subjects, sit.” 

With Thorax’s interruption, every single one of the twenty changeling attendants hurried to the table, rumps hitting cushions as they hung their heads and waited. 

Not a single one eyed the multitude of prepared food and drink with any interest at all.

Shining and Cadence soon followed after more uncomfortable glances, the two rulers taking up the seats at the opposite end of the long table. A field of pink magic lifted Flurry Heart into the high chair, the alicorn foal making happy gurgling noises as she flapped her wings. 

“Oh, you,” Thorax chuckled with a grin. “You’re so adorable, I could just gobble you up!”







“So this is the place, then. Huh, fitting.”

Glittering walls, colourful banners, and a large amount of ambient love in the air.

Chrysalis narrowed her eyes at the tall crystal tower that loomed above the large city, the crock of her right hoof curling tighter around the grey control stick.

“I suppose that I should crash their happy party.”







Someone coughed into a hoof, and someone else took an unusually loud sip of water. 

Thorax huffed as he chewed on a bland-tasting chunk of vanilla cake, one free hoof tapping the pink armrest of his throne while the other reached for a second slice. 

‘It’s just not the same,’ he silently lamented while continuing to chew. ‘There’s just no special flavour to it.’

Looking around the room, he scoffed at more than just the sub-par food. 

Predictably, every single one of his attendants were as sour as ever, the twenty changelings barely having touched any of the offered food and drink. Granted, they didn’t exactly need any of the physical sustenance, but at the very least they could pretend to be enjoying the ‘feast’. He made a mental note to punish them all later, their sulking being the cause of a noticeable lack of good cheer in the Hive.

Considering he was about to become a god, Thorax couldn’t see how they could possibly be unhappy.

‘Still, it’s not like they’re the only ones.’

It was true, and as he glanced over the invited crystal pony nobility he rolled his eyes. 

Filling the side cushions that his own attendants weren’t already using, the assorted Lords and Ladies were all about as dour as the workers. Dainty forks speared bits of cake or honeyed fruits, but aside from a few whispers amongst individuals there was no lively conversation at all. Thorax didn’t even know any of their names, not that it mattered, but still he found it awfully dull.

Even the two Royals at the end of the long table were silent, Shining Armour and Cadence occasionally shooting him awkward glances before averting their eyes as if that would prevent him from noticing. 

‘I wonder if they suspect something?’ King Thorax asked himself while he lifted up another chunk of cake with his magic. ‘They’ve been acting odd this entire time.’

Just as he finished the thought, his eyes went to the highchair and its occupant. A smile grew on his face as Flurry Heart looked up at him with a frosting-covered muzzle, almost as if she sensed his gaze. 

‘Mhmm, I promised myself that I would wait until after the feast…’

The tiny alicorn giggled at him and clapped her forehooves (also covered with ample amounts of colourful frosting) together, Cadence and Shining looking over towards their daughter with small smiles. 

With a full smile of his own, but for entirely different reasons, King Thorax finally made up his mind.

‘Oh, why torture myself so? After sitting through this boring excuse for a celebration, I deserve a little treat.’

With a gulp, his swallowed the cake already in his mouth and used his magic to dab the corners with a napkin. Thorax then pressed his forehooves together and sighed, his two hosts looking at him with tilted heads. 

“Is something wrong?” Cadence’s eyes went to his gut at the question, Thorax cricking his neck as he prepared his horn. 

“Oh no, nothing really,” he dismissed. “I just think it’s time for a little explanation of mine. You see, I didn’t just come here because of the celebration, you see.”

Thorax was well aware of all of the wide-eyed looks that his attendants gave him, but he paid them no mind.

“Oh?” asked Shining, as he placed his silver fork down. “Is this about… uh..”

“My new form?” Thorax grinned, always keen to talk about his own majesty. 

“Your new form, your new voice,” Cadence answered for Shining Armour, the crystal pony nobles all watching on intently as her eyes narrowed slightly. “Your new… attitude.” 

“Cadence? Why are you talking to him like-“ 

Cadence quietened Shining with a raised hoof, Thorax raising an eye at the new development. 

‘Interesting…’

“No Shining,” she turned her head back to look at him. “I want to know just why King Thorax is acting completely different. Surely you’ve noticed it?”

Shining Armour remained silent, all the answer the Cadence needed. Thorax chuckled softly under his breath as her eyes focused on him once more. 

“If I didn’t know any better, I’d be willing to bet that Queen Chrysalis managed to replace him, he’s changed that much.”

That theory finally caused Thorax’s chuckles to turn into fully-fledged laughter. 

“Oh! Oh that almost made this trip worth it itself!” he shared, one foreleg wiping a tear from his eye. “Chrysalis, replacing me? Ha!” His smile deepened. “No, do not fret about me being replaced by that sorry excuse for a changeling. She’s probably skulking around in back alleys begging for scraps of lust from vagrants, or if we’re lucky she’ll just be dead in some lonely ditch.”

Everyone around the table save for Thorax, even the changeling workers, all shuddered at his gleeful words. Even Shining Armour and Cadence looked uncomfortable, and their hatred for the being that had sort to ruin their wedding was no secret. 

“How could you say something like that?” Princess Cadence questioned while placing both of her forehooves over Flurry Heart’s ears, her frown growing. “In front of everypony?”

“Pah! As if it matters.” Flicking a hoof, Thorax met the frown with his smile. “But I understand your concern regarding the… differences that you’ve observed in me.” Subtly, Thorax increased the mental control over his subjects, the twenty workers all sitting up straight. 

‘It would be so unfortunate if they somehow spoil the fun, after all.’

“So explanations then,” he continued while maintaining his smile. “Yes, indeed. Now, where to begin…? Ah, yes.”

He leaned back, only the magical properties of his crystal throne keeping his seat from shattering under the movement. 

“I really should be thanking you, my friends, for allowing me to stay in your ‘Empire’ when we first met. At first I thought that sharing love and the Crystal Heart was the answer to my race’s unfortunate magical need, but after only a short time I realised just how naïve I was.” Thorax chuckled, his laugh full of warmth. With barely-restrained hunger, he focused on the frosting-covered filly in the room.

“Let me ask you a question. Look at your daughter beside you, how much power does she hold? How much pure magical force is contained within her young form?”

Both Shining and Cadence appeared taken aback at the question, Cadence furrowing her eyes as she glanced at Flurry Heart. 

“Quite a fair amount. She is a natural-born alicorn, after all.”

Thorax’s grin widened, his tongue licking the back of his fangs. “A ‘fair amount’ is a bit of an understatement. She is possibly the most magically-powerful creature on this entire planet, at the moment. A raw bundle of sheer elemental force, contained solely within a soft shell of flesh and fur.” He closed his eyes for a brief second as he imagined the taste, before he reopened them with a dark glint in his eye. 

“What are you getting at?” Shining Armour shifted a tad closer to his daughter as he asked the question, Thorax rubbing his quadruple-chin with a hoof. 

No-one noticed his throne steadily start to power up with a solid pink glow. 

“Infants, especially ones capable of magic in their adult stages, contain high amounts of magic in their initial years. It’s well known that the magic slowly diffuses into them or ‘leaks out’ as they grow, until the power within in them a few years later is just a fraction of its former self.”
He paused to allow them to take it all in, Cadence furrowing her eyes. 

“How is the magic in infants even related to you acting like a completely different changeling?”

Everyone save for Thorax flinched at the light chuckle that followed the question, the laugh oddly chilling despite the humour within it. 
“I realised it soon after I met Flurry Heart for the first time. I could feel the sheer power within her, more than even our ‘beloved’ former Queen during the Canterlot invasion. Sure, your subjects provided me with ample sustenance, and your Crystal Heart even more so, but they are next to nothing when compared to what your daughter will grant me.”

“Hang on,” Shining Armour shuffled his seat even closer to Flurry Heart, his brow furrowing in confusion. “What does-“

“Do you remember those two young foals that went missing during that snowstorm?”

Thorax grinned at the way his sudden question completely unbalanced his hosts, Shining Armour doing a double take while Cadence started to power her horn with slitted eyes. Glancing to the wide-eyed crystal pony nobles and his own blank-faced thralls, he refocused on the two pony rulers and made a show of slowly licking his lips. 

“They were delicious.”

Stunned silence. 

Giving Shining and Cadence time to process his words, their mouths agape, he shrugged and tried to look behind him. 

“That was when my wings started to change, not quite what I was expecting but welcome regardless. It merely proved that my theory was correct, and well…” Thorax chuckled lightly. “I couldn’t really just stop at two, now could I?” 

“Oh sweet Celestia…” Shining Armour whispered with his eyes widening. “The missing preschool class…”

The memory of the ill-fated excursion to the crystal caves was a happy one for Thorax. 

“Mhhmmm! Yes.”

The jingle of magic suddenly became audible, Thorax focusing on the still-giggling Flurry Heart as Cadence’s pink magical glow picked the foal up from the highchair. He smirked at the way Cadence held his juicy morsel to her chest and tried to shield Flurry from him with her wings, his own magic starting to power up as Cadence spat at him. 

“You’re… You’re a monster!”

Another laugh, even as Shining Armour left his chair and leaped onto the long table with determination in his eyes. 

“Perhaps I am at the moment,” Thorax mused as he rolled his eyes at Shining’s preparation to charge. “But in a few minutes, after I’ve eaten your daughter and absorbed her power, I will be your god. And I shall, be, glorious!”  

Shining Armour charged. 

Plates, silverware, dishes, wine glasses, and food was sent flying off of the sturdy wooden table as Shining thundered directly towards King Thorax. The sudden burst of action finally prompted action from the shell-shocked nobility, the high-class mares and stallions all screaming and yelling as jumped to their hooves and scattered around the room to franticly escape via the exits. Even the changelings reacted despite the mental control, some instinct of self-preservation guiding them to jump away from the table and cower on the floor with heads under their forelegs. 

Shining’s horn powered up in a second, a bright blue dome flaring into life around him. Behind him, a similar shield covered Cadence and Flurry Heart, bits of food sliding down the magical barrier as Shining’s plan of attack became obvious. 

“Ha!” Thorax laughed, even as Shining Armour’s table-top charge propelled him to barely a few body-lengths away. “Really?”

First, was the wave of hot-pink magic.

King Thorax’s throne, having steadily yet subtly increased its pink glow over the course of the conversation, hummed with the absorbed magical energy of both King Thorax and the ambiance of the Crystal Heart. At the mental command of its gluttonous owner, it released just a fraction of the energy with a bright flash. 

Shining Armour’s shields popped like bubbles, and Cadence jolted when her magical grasp failed and Flurry Heart dropped onto her lap as the wave washed over them. The sheer surprise caused Shining to stumble on his hoofing barely three body-lengths away from Thorax, yet it wasn’t as bad compared to what was to come next. 

A pink glow surrounded Shining Armour for a split second, before he was violently flung off of the table. The surprised stallion could barely blink before he passed over a huddle of cowering changeling workers and slammed into the blue crystalline wall with a sickening crack. 

“Shining!” 

Cadence’s cry didn’t stir him, Shining falling to the floor to land limply on his side. He left behind a spider web of cracks on the wall, chunks of shattered crystal falling down around him. With haste, Cadence left her seat with Flurry Heart firmly hugged to her chest with her wings, Thorax letting her dash over to her husband with a smile on his face. 

‘How entertaining.’

“Shining? Shining wake up!” Cadence crouched down and shook Shining Armour’s withers with her forelegs, tears beginning to form in her eyes. Flurry Heart, completely oblivious to the turmoil and the state of her parents, continued to giggle and gurgle happily. 

“Urgh…” 

With a groan, Shining began to stir, his face scrunching up Cadence continued to rock him. 

“Shining?”

“Ca…Cadenec?” He tried to rise to his hooves, but fell back down not a second after with a wince. “Ah! I… how did he…?”

“I don’t know!” Cadence replied while shooting a glance towards King Thorax, who noted that her previous defiance from before had been replaced with abject terror. “But my magic won’t work either!” 

Upon hearing this, Shining made to once again struggle to his hooves, his legs visibly shaking with the effort. 

Thorax allowed him to rise, one forehoof making lazy circles upon his flabby chest, a smile on his face all of the while. 

“You… monster!” Shining growled, Cadence standing next to him with one wing holding Flurry while the other was splayed out before Shining as if it was a shield. “We’ll stop you! You’ll pay for… for all of the foals that you’ve eaten!” 

Thorax tilted his head back and let loose a booming, mocking laugh that seemed to shake the very room. Focusing back on the two royals, he rubbed his hooves together and waggled his long tongue from side to side. 

“Stop me?” he repeated with a wide grin. “You can barely stand, and both of you are powerless without your magic. And don’t even bother trying to pull the same trick that you did on Chrysalis, unlike her, I am more than capable of absorbing any pure love you try to throw at me.” He leaned forwards with a chuckle. “You did help me learn about sharing love, after all.” 

Cadence growled, one forehoof stamping upon the floor. “You are not going to get your filthy hooves on our daughter!”

“Hmm, really?” Thorax clapped his own forehooves together, as his horn charged up once more. “It’s not like you’re going to be able to stop me, is it?”

To demonstrate his point, Thorax used his magic to push both of them against the wall, Shining and Cadence grunting as they found themselves pressed against the cracked structure with no real way to resist. Still, Cadence didn’t relax her grasp even as Thorax increased the pressure, and he could see her gritting her teeth with determination. 

“The hard way it is,” Thorax mock sighed, his fangs flashing in a quick smile. 

A short, sharp, snap was followed up by a yell of pain from Cadence as the wing holding Flurry Heart was bent backwards into an unnatural angle. Flurry Heart dropped only to be snatched away by another strand of pink magic, Thorax drawing his prize towards him as Cadence thrashed and shouted. 

“Flurry Heart!”

Flurry Heart giggled and reached out to Thorax with her hooves. 

“Thorax, don’t you dare! If you harm her, I’ll kill you!” 

He could only chuckle at the threat. 

“You still think that you have any say in this? Adorable.” Ignoring the complaints and the protests, Thorax brought Flurry Heart right up to his face. Allowing her to touch his muzzle with her forehooves, he smiled wide at the oblivious child. 

“What do you say, Flurry Heart? Time for nummy-nums so Uncle Thorax can become an all-powerful god?”

Of course, faced with a grotesque changeling king that sought to eat her, Flurry Heart could only laugh and gurgle. 

Thorax turned his head to smile at Cadence and Shining. “Well, I think she’s quite fond of the idea myself.” 

“Thorax! No!” 

Ignoring Shining’s last attempt to sway him, Cadence having started to sob, Thorax lifted Flurry Heart up above him. “I’ve been waiting for this moment for so long.”

Opening his maw wide, Thorax prepared himself for his ultimate victory…

Only for the dining room around him to explode into thunderous noise. 







The wall to his front-left exploded inwards with a colossal bang, chunks of crystal brick pelting against the table and his throne. His ears rang, and both forelegs went up to cover them as he dropped Flurry Heart down behind his right side. Debris bounced off of his bloated body without harm, his chitin deflecting it while his copious amount of fat absorbed all of the force. 

“The nerve!” 

With the shout, he looked over towards the source of the destruction, his eyes glaring at the gaping hole in the wall that now exposed the dining room to the outside world. From outside, he could faintly hear the screams and cries of the populace below as they no doubt panicked. 
Failing to find the cause of the destruction, and with Shining and Cadence momentarily forgotten, he bared his fangs in a hiss. 

“Who dares to interrupted my ascension, and stain my divine form!?”

Thorax was answered with a deep, booming growl from outside the palace. Horn glowing once more, he shifted into a better position in his throne as the sound grew into an echoing roar. He was prepared for whatever beast dared to assail him during his time of victory, his magical might growing and growing thanks to the energies of the Crystal Heart. 

However, prepared as he was, Thorax wasn’t quite ready for the surprise that flew through the newly-created entrance. 

A squat, blocky mass of grey metal rose up on twin tongues of flame from the courtyard outside, its main body shaped slightly like an armoured trapezoid. More crystal chunks exploded out into the dining room as the thing rammed its way through the hole that had been created, Thorax magically moving his throne backwards as the assailant forced its way into the room. 

The twin blue flames at the back of the thing died out after scorching the once-blue crystal floor black, the entire room shuddering as the metallic bulk landed upon two squat metal bulges beneath it.   

Thorax leaned back as he stared at the rounded dome that sat in the middle of the thing, the circular ‘face’ turning to look at him with a cluster of several dots. He felt a slight shudder run down his body as he realised that the dots reminded him of a spider’s eyes, the unblinking dots of black not breaking their gaze from him. 

Then, with a hiss of air, the strange intruder moved once more. 

The metal blocks below it were revealed to be bulky feet when two solid legs of metal unfolded to lift the main box up to tower over him. They looked to be heavily-armoured with the same metal that the main thing was made out of, and ‘knees’ were situated more towards the rear of the beast. With a whir, the legs rotated where they met the main body, and the ‘feet’ stamped down into a new position that seemed far more stable. 

‘This is certainly… not what I was expecting.’ King Thorax refocused his glare on the thing, even as the top of it grazed the dining room roof.

“Creature,” he spat. “Explain yourself!”

More whirs, except this time from the main part of the thing itself. Then, an armoured panel on each side of the creature slid downwards, and two metal ‘arms’ extended out before locking themselves into a forward-facing position. 

King Thorax found himself staring down a large black barrel belonging to the right arm, while the left was tipped with a menacing cone that held four smaller barrels in a square formation. Two panels on the thing’s shoulders slid open, revealing twin rectangles dotted with six holes each, while the two holes that flanked the circular dome glowed a threatening blue. 

“Oh, excuse me, King Thorax.” 

The harsh voice that emanated from the mouthless-thing held an electronic tinge, but there was no mistaking the femininity that it managed to retain. 

Thorax’s eyes widened when it spoke, his head leaning forwards as he began to recognise the speaker. 

‘Surely not…’

“I’ve merely arrived here today to say hello, catch up a little.” The white dome shifted, allowing the multitude of unblinking eyes to look towards the mass of changeling workers that were huddled in the far corner of the room. “See how you and my hive of unappreciative children have grown since you cast me out.” 

The dots refocused onto him. 

“And it goes without saying, you treasonous little tick…” 

The cone on the left arm started to rotate on its spot, the four barrels moving with it. 

“I’m pretty unamused with it all.”







‘Gah, what a disgusting creature.’

Chrysalis glared at Thorax while she adjusted her seating in her chair, the fat blob of changeling chitin sitting before her on a rebuilt throne. The display before her showed a superb view of the room considering she was surrounded with reinforced metal armour, it was almost as if there was nothing between her and the outside world. 

“Kind of wish it was a little less clear,” she muttered to herself. 

It was true, the creature before her less than pleasing on the eyes. Ensuring that her right hoof was wrapped tight around the black joystick that controlled her arm weapons, and that the numerous green crosshairs on her display were centred firmly over the bloated changeling before her, she asked the question that was the first in her mind. 

“Just how did you get so fat?”

“Fat?” Thorax’s expression of stunned confusion morphed into a venomous glare despite the circumstances. “Fat!?”

“Yes,” she repeated with a roll of her eyes. “You’re very, very, fat.”

She had to readjust her rented mech’s stabilisers when Thorax sat up in his throne. 

“I’ll have you know, you rotten peasant!” Thorax pointed a flabby hoof at her. “I’m the absolute picture of divinity! Far from your…” he almost seemed to retch in disgust. “Disgusting black chitin and your… horrid excuse for a mane! I’ve seen lavatory mops that incite more arousal!” 

The entire room fell silent for a few brief seconds after King Thorax had finished. Even the changelings in the corner had ceased their whimpers, each one frozen with an expression of horror. 

Inside her cockpit, Chrysalis narrowed her eyes ever so slightly. 

“What. Did. You. Say?”

Thorax raised his muzzle into the air, a victorious smirk wide on his face. 

“I. Called. You. A. Filthy. Hag.” One of his eyes raised up. “Bitch.” 

‘Oh, it’s fucking on.’

“You dare!?” Chrysalis gently raised her mech’s arms to bring everyone’s attention to them. “Fool, do you not see what I am in control of? With this machine of war, I will crush you like the pathetic little bottom feeder that you are!” 

Thorax snorted in response. “Pah! I doubt it, considering I’m a god compared to you!” He crossed his forelegs after another snort. “Besides, your ‘war machine’ is a drab grey mess compared to my magnificent form! Come back to fight me after you spruce it up with some gold or gems, so it doesn’t sully the area around me with its blandness.”

Chrysalis could only stare at him through the display for the next few moments. 

“…All of the love energy has gone to your head and made you stupid.” 

“Oh yes,” Thorax smirked. “Love energy indeed. Of course you’re too blind to even comprehend the circumstances behind my ascension.”

“And just what is that supposed to mean?”

A warning light flashed down at the bottom of her screen, prompting Chrysalis to look down towards her mech’s bulky right left foot. 

One of her disloyal changelings had somehow crawled over towards her without either her nor Thorax noticing. Having partially wrapped his disgusting orange limbs around her mech’s leg, he was staring up at her with trembling eyes. 

‘They don’t even deserve to be called changelings any more,’ she thought to herself as she glared back with distaste. ‘More like… chernglerngs.’ 

“Queen… Queen Chrysalis?”

Even though he couldn’t see it, Chrysalis still bared her fangs while speaking. 

“Spit it out, traitor!” 

The chernglerng flinched at the label, but still summoned the strength to continue. 

“Please, My Q-Queen. We’re all sorry that we threw you out. We’re so…” 

He sniffled, struggling with the words, before he finally laid his head against the leg and just started to openly sob. 

“Chrysalis, Thorax he… he ate them. He ate the nymphs. All of them.” 

More silence, save for the sobs of the one worker. 

Chrysalis felt a cold calm wash over her, and her eyes glanced from the worker to the grinning Thorax and back. Her next words were steady and firm, her tongue giving a slight click at the end. 

“See what happens when you don’t listen to your Queen? You and your fellows outright sicken me.”

“Wha-?”

Before the worker could finish his horrified question, Chrysalis diverted all of her stabilisation to her right leg with a few button presses. 

With grace and balance that defied its bulk, the mech suddenly tilted towards its right as the left leg was raised off of the ground. One mighty kick later, and the shocked worker was forcefully flung off of the foot. Soaring towards the back wall, he crunched against the wall next to the crater that Shining Armour had made previously. 

Watching the traitor tumble down to twitch in pain on the floor, Chrysalis took a brief moment to stare at the two ponies lying next to him. 
Both Shining and Cadence were staring at her with their mouths open wide, their frozen forms giving her a brief moment of satisfaction. 

‘After I deal with the tick, I believe some revenge is in order. Be a good pair of ponies, and stay there for now.’

Resisting the urge to voice it out loud, and realising that there was a more pressing matter that demanded her attention, Chrysalis refaced Thorax and lowered her weapons back down onto him. 

“I’m sorry I was distracted.” Disgust welled up inside of her as she once again laid eyes upon his bloated form, this time with new information fresh in her mind. “Where were we again? Ah, yes…”

Her left hoof flicked a switch, and her cockpit was bathed in a menacing red glow. 

“Die.”







A thunderous roar filled the broken dining room, almost as if the very air itself was being torn apart. Thorax barely had time to raise a hasty pink shield before something impacted against it with terrible force, a multitude of rapid hits quickly hammering it into nothingness. 

With incredible force of will he managed to roll out of his throne just before the shield gave, said throne quickly disintegrating into shards of battered pink crystals as Chrysalis’ weapon tore through it like paper. He looked back to find that even the floor of the dining room was giving way to the barrage, huge rents being torn into the solid crystal as sparks flew and changeling workers screamed in fear. 

Then, surprisingly, the thunderous noise died out to be replace by a solid ringing. Wincing and removing his forehooves from his ears, Thorax rolled over to look up above as a shadow fell over him. 

“-rax. Did you really think that you could beat me, Queen Chrysalis?” 

The ringing lessened enough that he was able to just make out the question, King Thorax glaring up at the metal machine with defiance. The steaming multi-barreled weapon on the left arm was slowly ceasing its spinning, while the large one on the right was glowing a steady blue. 

“Unfortunately, my other weapon is not going to leave much of you left. I was hoping to build a new throne out of your chitin. Pity.” 

Preparing to summon another shield, as it would at least buy him a few more moments, Thorax reached behind him desperately for something that he could use. 

After touching a bunch of useless crystal shards, his hooves made contact with something soft. 

Something fluffy. 

Something that giggled at his touch. 

‘Yes!’

“Ha-ha!”

With the cry of success, Thorax lifted Flurry Heart out before him, thrusting the alicorn foal towards Chrysalis. 

“Guess again, Chrysalis!”

There was a brief pause. 

“A child?”

Thorax brought Flurry Heart back towards him, the gurgling foal trying to hug his oversized neck. He smirked up at Chrysalis, eyes glinting with a knowing light. 

“Oh, not just any child. This child,” Thorax held the giggling alicorn above his head. “Is the secret to ultimate power.” He licked his lips. “And the tool of your demise.” 

Before Chrysalis could react, and before Flurry Heart could utter another giggle, Thorax opened his jaws wide and swallowed the foal he held whole in one gulp. The lump travelled down his throat without a sound, and with one loud belch it was over. 

“Flurry Heart! No!” 

“Oh, still alive, Cadence?” Thorax said without looking behind him, wiping his mouth with the back of a foreleg. Looking back up at the thing that Chrysalis was in, he ignored Cadence’s sobs as he felt the power surge through him. 

He grinned. 

“Don’t worry, Flurry Heart served her life purpose.”







“Bleugh!” 

Chrysalis held no love for the cursed spawn of her least-favourite pair of Equestrians, but even so the manner of demise wasn’t pleasant to witness. Feeling her own stomach threaten to revolt, she instead focused on the important thing. 

Thorax was still lying before her, and instead of just blasting him to bits, she intended to make his last moments memorable ones. 

The upstart grunted as a heavy mech foot planted itself down upon his chest, the clawed sides of it digging into his chitin. Chrysalis stared down without a shred of mercy, and increased the pressure by transferring more of the mech’s weight to the right foot. 

“Now you’ll die,” she informed him, coldly. 

“H-ha!” Thorax was visibly starting to show the strain he was under, bright green cracks beginning to form in his chitin. “R-really?”

All of a sudden, before Chrysalis could even blink, a bright pink flash lit up the room. Her eyes widened as the wave passed over her, the sheer amount of energy that it contained was staggering. But, more surprising than the wave, was the fresh and booming laughter from beneath her.  

“Oh, poor naïve Chrysalis.”

Chrysalis glanced down at the shaking of her mech, her eyes widening as she beheld King Thorax. 

With one foreleg and no visible effort, Thorax was holding the large metal foot off above him. Somehow resisting the incredible amounts of pressure that she had him under, he merely smiled at her as his chitin began to knit itself back together. 

“Didn’t anyone ever tell you to not pick a fight with a god?”

Then, she was falling. 

Chrysalis barely had enough time to register the clear blue sky before she hit the paved cobblestone of the palace courtyard.

The back of her mech slammed down with a solid crack, the stone beneath it shattering upon the impact. All at once, numerous flashing lights lit up upon her control panel, an alarm droning out from hidden speakers above her. 

“Re-orient. Re-orient.” 

Chrysalis had to shake her head to refocus, her hoof going to her snout and coming away with a smear of green blood. Gritting her teeth, and giving thanks that the padded control chair she was in seemed to have saved her from more serious damage, she looked back up towards the palace even as her ears picked up the screams from the city streets behind her. 

From the hole that she had shot in the wall, bright pink light was pouring out with a shining brilliance. Then, without even needing to use his wings and seemingly defying every law of physics, the grotesque form of Thorax floated out into the air high above her. 

Small shards of rubble and shattered crystal slowly orbited the glowing changeling, sparks of pink energy sparking off the debris to surround Thorax in a crackling miasma. The same pink glow shone from his eyes with a fiery brilliance, and an earth-shattering roar of triumph rocked the entire city as soon as he threw his head back. 

“Finally! All of you, gaze upon your god and be amazed!”

“Re-orient. Re-orient.” 

“I know, I know!” 

Green specks of blood splatted against the control panel as she gave a snort, her teeth clenched as her hoof reached out above her to slam against the flashing red button to her right. 

“Adjusting position. Firing.”

Chrysalis braced herself as a loud rumbling sounded from below her, before numerous tongues of blue flame ignited along the mech’s legs and back. With sudden jarring movement, only her seat restraints kept her from smashing headfirst into controls as she suddenly found herself sitting up vertical again. 

Recovering with a shake of her head and looking down, Chrysalis saw that her machine’s feet were once again firmly planted on solid ground, the cobblestone beneath them battered and cracked. A further glance up to her holographic side displays showed that, despite the five story fall, her mech had only received some minor damage that had barely scratched her paint. 

‘Well,’ she acknowledged silently as flicked her tongue to try and get rid of the taste of her own blood. ‘I did ask for reliable after all.’ 

“Ah, Chrysalis! Still alive I see? It seems as if that tin can of yours is worth something after all!”

Her face twisted into a frown once more as she looked up towards the floating monster above her. Thorax was grinning down at her, his wide maw dripping pinkish goo onto the streets below. 

“Gah, you get worse every time I look at you,” she spat. 

Thorax laughed once more, the last few windows of the Crystal Palace shattering. “Tch, still relying on petty and baseless insults I see.”

“Grr!” Her right hoof clenched around the control stick, her left going for a row of buttons in the middle of her console. Flicking up the clear button covers and looking back towards her nemesis, Chrysalis summoned every last bit of venom she had left. “I’m going to destroy you, you insolent little worm!”

A scoff was the response that finally pushed her too far. 

“Pah! You, kill me?”

Chrysalis slammed her hoof down upon the row of flashing buttons, her other hoof squeezing the trigger of the control stick. 

Hundreds of fat rounds from the right arm buzzed towards Thorax with a ripping roar, while the weapon on the right flashed a blinding blue as it hurled explosive energy bolts towards the self-titled god. Rents were torn in his chitin, and smoke filled the skies as the thunderous booms echoed around the entire Crystal Empire. 

“Die! Die! Die!” 

Chrysalis roared through the speakers, right before her mech’s shoulders were wreathed in thick smoke. 

A dozen slender rockets screamed out from each pod, the munitions adding to the chaos in the sky. Everything was fire and explosions, Thorax completely covered by billowing flames and choking clouds of thick smoke. 

Keeping up the barrage of firepower for a solid twenty seconds, Chrysalis only relaxed her grip on the trigger when several warnings flashed into view on her display. The ends of her weapons were glowing white hot, the air around them sizzling and crackling. 

She breathed out, her chest rising and falling in quick succession. Wiping her brow with the back of her foreleg, Chrysalis blinked her eyes to get rid of the after-flashes before she searched the skies for Thorax’s no-doubt brutalised remains. 

Slowly the smoke where he had once floated started to clear up, the occupants of the city around her still yelling and carrying on as the noxious black fog drifted up further into the sky to cast a shadow over the sun. Leaning forwards in her chair, Chrysalis held her breath as the last wisps disappeared…

“Ha… Ha! Ha ah ah ha!”

Only to reveal a seemingly-unharmed Thorax, the fat blob still floating in the air without the need for his comically under-sized wings. 

“I… oh, I didn’t even have to raise a single shred of shield!” Thorax threw his head back and laughed again, his forelegs clapping together. “I took it all to the chitin, and you didn’t even scratch me! Truly I am all-powerful!” Another booming laugh, before he suddenly doubled over and the laughter turned into a sputtering cough. “Gah, I… urgh. Heartburn.” Grinning widely, Thorax refocused on her and shrugged. “Heh, must have been something I ate.”

“This is completely ridiculous!” Chrysalis screeched openly as she smacked her hooves against her chair. “There is no conceivable way that eating nymphs and foals can make anything this powerful!”

“Ha, that’s what you think!” 

Thorax pointed down at her with a hoof, a crackling miasma of pink energy slowly swirling around it. 

“Prepare yourself, Chrysalis, for it’s about to get worse for you!” A low, droning hum steadily grew in intensity with his words. Chrysalis braced herself in the chair with a grimace, hoping that her armoured machine would survive whatever Thorax was about to throw at her. 

“For I am God! For I am eternal! I am- ach!”

Once again, Thorax tapped his chest with a hoof, another coughing fit interrupting his victory speech. 

“I really should- agh, really should chew my food.”

Chrysalis furrowed her eyes as Thorax continued to cough and heave, his face twisting into an expression of agony. 

“Oh, it’s r-really starting to burn now! I think… oh, ouch! Ouch ouch ouch! Oh, I… Tatarus-damn it!”

Then, tipping over, his bulk began to fall from the sky as his limbs spasmed and thrashed. As he slowly fell, Chrysalis could just make out his squirming and bulging chest as Thorax continued to writhe in the air. 

“Arg! This cannot…!”

He hit the ground before her with a thud, his side crashing onto the cobblestone and shaking the surrounding buildings. Flopping over onto his side, forelegs still grasping the middle of heaving chest, Thorax managed to fix her with a confused and pained gaze. 

“How?” he questioned with a wince, his voice having grown weak. “How could this… be?”

Several things then happened in quick succession. 

Having likely seen the fall of Thorax, Shining Armour and Cadence burst out from the palace’s front doors with the changeling workers hesitantly following behind. The two royals both had heavy tear trails under their eyes, and when they halted a few body lengths away from Thorax, Cadence sank down onto her knees and began to weep again. 

The changeling workers huddled up in a group behind them, their injured member carried on the backs of two others, their frightened gazes going from Chrysalis to Thorax and back. 

Chrysalis was oblivious to all of this however, her eyes locked upon Thorax’s still-moving chest. Even though the traitor’s forelegs had gone limp, and his eyes were lifeless, it still seemed that some aspect of the self-proclaimed god continued to survive. 

That was until, of course, Thorax’s chest burst open in a shower of green flesh and gore. 

The grisly display horrified all that witnessed it, Chrysalis not retching purely because the shock of the event overrode her disgust. But the worst was yet to come. 

From the gory hole in the ruptured chitin, from deep within the ruined chest of the once-proud King Thorax, a single sound floated up from within the fleshy confines. 

A bubbly child’s laugh. 

A little pink horn, stained with green gore, was the first thing to exit the chest-hole. It was quickly followed up by a curly mane and a pink head, Thorax’s fallen body continuing to flex and move. 

Wings and a small pink body followed, and with a wet smack Flurry Heart tumbled down from her exit onto the cobblestone. Her stomach was noticeably engorged, and with a shake of her bloodstained body she got to her hooves with a smile. 

“Gago!”

With the happy greeting towards Chrysalis done, Flurry Heart stumbled over towards her two parents with her smile widening. Cadence and Shining didn’t react at first, Flurry Heart smearing Cadence’s flank with Thorax-juice as she nuzzled against it, but it took a few moments for it all to sink in. 

A light smack signalled Shining’s back hitting the ground as his white coat turned even more pale, while Cadence remained frozen in place. Flurry Heart continued to nuzzle Cadence, her tail painting Shining’s coat with specks of gore as it flicked and wagged. 

Chrysalis’ attention was dragged away from the scene and back towards Thorax’s corpse, as yet more movement jiggled his oversized chest. 

This time it was the curved black horn of a nymph that exited the new opening, the young changeling following Flurry Heart’s leave and sliding out of the chest wound to fall to the ground with a smack. The first changeling was the start of a flood, young nymphs rapidly forcing their way through the same hole at an increased pace. Their little chests heaved as they managed to escape their former fleshy prison, a few beginning to tear up as they joined their brethren on the cobblestone ground. 

Chrysalis gave her head a shake to clear her mind, before she slapped herself with a hoof. 

‘I… uh…’

Her mind wisely decided to file the recent events under the ‘deal with it later’ mental folder, and instead she refocused on one of her original goals. 

Pausing to take a few deep breaths as nymphs continued to wiggle free of Thorax and land in a pile, she directed her mech to face Cadence and her former changelings. With a flick of her control stick, Chrysalis raised her mech’s left arm to point at the terrified huddle of workers. 

“You,” she uttered without a shred of emotion. “Take the nymphs back to the hive and feed them. When I return, I expect you all to be back to normal and working away to restore my throne room to an acceptable state. You will all be punished later for your betrayal.” 

The workers all bowed their multi-coloured heads in shame, but were wise enough to not utter a single sound. 

Chrysalis moved her focus to Cadence, the Princess still gazing straight ahead. 

“Be thankful that I have more important things to attend to than completely annihilating you and your pathetic city. Pray that I continue to extend this mercy into the future.”

Chrysalis waited for a few moments for a response, but received none. Brushing it off, she directed her attention to the third and final recipient of her wrath. 

“And as for you…”

Flurry Heart stopped nuzzling Cadence’s flank to turn around and giggle at the address, Chrysalis shifting uneasily in her seat. 

“Stay the fuck away from me, you Tartarus-spawn.” 

Flurry Heart giggled. 

With that, Chrysalis turned her mech around and directed it to march forwards through the Crystal Empire streets. 

“My Queen?” 

She paused, and turned her mech around to face one undamaged house. The faces of her loyal infiltrators greeted her, the changelings nervously looking around the corner of the structure. 

“What happened?”

Chrysalis fixed them with a steady gaze, even though they were unable to see it. 

“The traitor has been dealt with,” she informed them without hesitation. “Assist your less-loyal fellows with the clean-up, and then return to the hive. I expect you to ensure that the betrayers behave themselves until I return.”

One of the females tilted her head. “My Queen, you aren’t going to come back with us?”

“No, not at first,” Chrysalis answered as she faced towards Equestria. “There is something that I have to take care of first…”







“Um… Starlight?”

Nose in a book, Starlight barely flicked an ear at Spike’s distant call. 

“Hmm?”

There was a pause. 

“There’s…  there’s something here to see you.”

That caught her attention.

‘Something?’

Lifting her head up and lowering her book back onto the table, Starlight dropped down onto her hooves and made her way towards the hallway. Seeing Spike at the far end near the main doors, she trotted towards him with her head tilted. 

“What do you mean, something?”

Spike stepped away from the half-open door as she approached, a quick glance going her way before he hurried back down the corridor with a look behind him. 

‘Huh, weird.’

Brushing it off as just Spike being Spike, Starlight opened the door fully with a smile on her face. 

“Hi there, you were… oh…”

Her eyes slowly went upwards from the squat grey legs, a bulky box of a thing towering above her. Moving her gaze from the glowing-blue pipe-thing that was pointed at her face, she slowly looked up towards the round white dome that possessed a bunch of unblinking black eyes. 
Swallowing the lump in her throat and strengthening her suddenly-trembling legs, she struggled to retain her smile. 

“Can I… help you? Um…”

“Starlight Glimmer.”

Starlight flinched at the harsh and grating electronic voice, but there was something far more sinister to it.

Then, she realised. 

“Queen Chrysalis?” Starlight squinted her eyes at the alien thing. “Is that you?”

“It is indeed.”

Starlight flinched again and nodded, before she looked up hopefully while taking a small step back.

“I… assume that you’re not just here for a nice talk about friendship over tea?”

The large pipe’s blue glow grew brighter, never waving away from her face. 

“Not exactly…”