Mlp changeling by matty4z-d5mbm1c

A typical changeling.

Changelings are a race of equinoid shapeshifters who share some characteristics of insects, such as a colored carapace that indicates which hive they belong to, gossamer wings, and a slight buzzing tinge to their voices when speaking.

Biology Edit

Their bodies are primarily composed of tough black chitin that functions as an exoskeleton and as a biological equivalent to armor worn by Royal Guard ponies. This chitin can protect the changeling from most forms of physical and magical damage up to a point, if exposed to either for prolonged periods, the plates will begin to weaken, and eventually shatter. 

Their legs and horn are also filled with holes of various sizes, which are used to transform gathered love into a green, gelatinous substance which is then secreted through their bodies and used as building materials for cocoons. It is said that these holes were not present when the changelings first came to be, they were instead blasted into the hooves of Queen Chrysalis during a battle with Princess Celestia, and were retained by future generations of drones. 


Male and female humanoid changelings.

Humanoid changelings, artificially-created clones derived from changeling and human DNA, share many of the same characteristics as their quadrupedal counterparts, though their bodies are specifically designed for bipedal motion. In place of forehooves, they have claw-like hands with five digits each.

Magic Edit

They survive exclusively on love, and while they can digest pony food when in disguise, it holds no nutritional value. Love can be taken magically via a spell all changelings know upon hatching, or sucked from the body of the victim by piercing their body with their fangs. A changeling’s fangs are about as sharp as a butcher’s knife, and can pierce a pony’s body all the way down to the bone if enough pressure is applied.

All changelings have the natural abilities of flight and transformation magic, though they can learn basic unicorn spells (levitation for example) if they’re needed to better maintain a specific illusion. Magic aura is determined by carapace color. Chrysalis’ changelings, for example, have green carapaces around their bellies, while Calyx’s have purple carapaces. Therefore, the magic auras of those changelings are always green and purple, respectively. 

The complexity of transformations varies depending on several factors: age, amount of power, and magical skill. A changeling who is fully grown, filed with love energy, and skilled at magic will be able to cast very complex transformation spells, whereas a younger changeling can only cast basic spells, the easiest being the form of an earth pony. Likewise, while flying is possible, it too is limited by age, amount of energy, and flying prowess. An older changeling can fly farther and faster than a younger one.

History Edit

According to one account, changelings were created when a carnivorous plant that grew from a rotten acorn fell into a magic pond under a cemetery. They were inadvertently released by Star Swirl the Bearded, who nailed a warning sign to the plant to keep others away, only to create a crack from which the changelings emerged.

Humanoid changelings were created when the Romulans made contact with the changeling hive belonging to King Onyx in late 2378. Top secret documents relating to the Federation's cloning project were stolen by Jenna Kroger, a cadet working on the project, and delivered into Romulan hands shortly thereafter. After several months of tests, the first successful clone, Chrysalis II, was hatched on 23 November 2379, one year after the birth of her Equestrian counterparts.

Culture Edit

Depending on the ruling queen, changelings can either be cruel and vicious or more pony-like, meaning they are kinder and more willing to lend a hoof in friendship. This ties into how they gather love, as crueler changelings are more likely to use deception, brainwashing, or (in extreme cases) imprisonment. Likewise, kinder changelings are more likely to gather love honestly. This means being unafraid to show their true forms to the world and using their transformation magic as a source of amusement rather than deception.

The top-most rung is of course the Queen, as well as her advisors. Below them are the nobles and military generals. Below those are the soldiers and infiltrators who go out into the field for love, and at the bottom are general workers, responsible for upkeep of the hive.

By the time of Arcturus' rule, the changeling monarchy had given way to a democratic form of governance, with the Prime Minister acting in the former role of King or Queen, and an elected legislature.

Changelings share a hive mind that allows them to communicate information quickly and efficiently without the need for speech. Queens can use the hive mind to monitor the activities of other drones and quickly find out which, if any, are misbehaving.

Inter-Species Relationships Edit

Prior to the intervention of the Equestrian princesses and their diplomat Orion Shadow, young changelings were taught that ponies were exclusively prey and little more. As time passed however, more and more changelings began to see ponies as fellow creatures to be respected rather than simply food, paving the way for Orion’s great act of diplomacy that led to changelings becoming official citizens of Equestria.

Over time however, King Onyx worked to undermine the progress Orion had made with the development of the humanoid changelings, who were taught to despise ponies, humans, and Equestrian humans in particular. An alliance with the Romulans meant that Romulans were spoken of positively, and were presented in royal propaganda as being close allies with the Hive.

Changelings of Note Edit

Chrysalis I Edit

  • Name: Chrysalis I
  • Species: Changeling
  • Gender: Female
  • Rank: Queen

Background Edit

The younger sister of Calyx, Chrysalis crowned herself queen when she successfully mounted a coup against her older sister, and ruled her changelings with an iron hoof. It was she who spread the belief that ponies were little more than a form of sustenance, and expressed a hatred of ponies so absolute that it was highly unlikely she could have ever been reformed, had she lived long enough. 

She staged several invasions of Equestria, the first of which occurred during the Royal Wedding of Princess Cadance and Shining Armor, and the second a couple of years afterwards, which began in Ponyville and was far more successful, at least until the Royal Sisters were rescued. Chrysalis was later killed by Princess Luna, though she survived long enough to blame Orion Shadow for the crime instead, and transfer rulership of the hive to her son, Onyx.

After her death, she was reincarnated as a human and sent to be recuperated under the guiding hands of Gemini Shadow and her friends in the human world, per a deal she made with Princess Luna.

Appearance Edit

Same height as Calyx. She has teal hair, wings, and a green carapace. Her eyes and magic aura are a bright acid green.

Personality Edit

Chrysalis was a cruel, vengeful ruler who was not above killing if it meant allowing the hive to prosper. She believed that changelings were superior to ponies in every possible respect, and her hatred of ponies was such that it passed on to other members of her bloodline, such as Onyx and Arcturus. 

Calyx Edit

  • Name: Calyx
  • Species: Changeling
  • Gender: Female
  • Rank: Queen

General Background Edit

The elder sister of the more well-known Queen Chrysalis, Calyx was the first of the two siblings to be crowned queen and ruled the changeling hive peacefully, as she felt that love was better when given honestly rather than stolen. During the period in which Princess Luna was becoming Nightmare Moon, Chrysalis mounted a successful coup against Calyx, forcing her and the dozen or so drones that remained loyal to flee to the Macintosh Mountains, where they live to this day. In the Star Trek: New Endeavours timeline, Calyx came to the rescue of Captain Gemini Shadow and her crew when they were captured by Calyx’s granddaughter, Chrysalis II.

Appearance Edit

Same height as Chrysalis. She has purple hair, wings, and a matching carapace. Her eyes and magic aura are also purple.

Personality Edit

In contrast to Chrysalis, she is a kind and benevolent ruler who believes that honest love tastes better than love that was taken by force. She taught her subjects to be true to themselves, and so transforms only to amuse herself and those around her. 

Onyx Edit

  • Name: Onyx
  • Species: Changeling
  • Gender: Male
  • Rank: Chancellor, then King

General Background Edit

Onyx came to power following the death of his mother, Chrysalis I. His leadership style was, if possible, even more erratic than hers had been, he was prone to wild mood swings, making him unpredictable. During the months in which Orion Shadow stayed among the changelings, he made sure to make the diplomat’s life a living hell. In the New Endeavours timeline, he made first contact with the Romulans and launched a project to create a new race of humanoid changelings, cloning his late mother in the process. In time he was eventually deposed, and the changeling monarchy became a democracy instead.

Appearance Edit

Built like a male drone with some similarities to Chrysalis, such as her mane colour, carapace, and cat-like eye design.

Personality Edit

Every bit as cold as Chrysalis, appropriate considering he is her son. He believes ponies are nothing more than a food source to his kind, and is willing to go to any lengths to ensure his brothers and sisters get food. He has a special hatred for Orion Shadow, whom he blames for his mother’s passing.

Arcturus Edit

  • Name: Arcturus
  • Species: Changeling
  • Gender: Male
  • Rank: Prime Minister

General Background Edit

Arcturus is the great-grandson of Chrysalis, and every bit as cruel and bloodthirsty as she had been. He was elected Prime Minister some sixty years after the death of Chrysalis, and brought with him a cold, calculating leadership style reminiscent of that time. His foreign policy in regards to Equestria was a contrast to the peace enjoyed over decades, as he sought to restart his kind’s enmity with the ponies, and if possible, destroy Equestria utterly. He expanded the propaganda ministry, making sure it printed materials slandering Orion Shadow and others. He also forced all changelings living in Equestria to return to their ancestral lands, and even began a conversion program to turn kidnapped pony prisoners into changelings. He eventually died when a blast of magic from Orion Shadow sent him flying into a wall of the hive, killing him instantly.

Appearance Edit

Built like a male drone with Chrysalis’ cat-like eye design, though his eyes are a cold blue.

Personality Edit

Every bit as cold as Chrysalis, appropriate considering he is her grandson. He believes ponies are nothing more than a food source to his kind, and is willing to go to any lengths to ensure his brothers and sisters get food. He has a special hatred for Orion Shadow, whom he blames for his grandmother’s passing.

Steno Pad Edit

  • Name: Steno Pad
  • Species: Changeling
  • Gender: Male
  • Rank:
    • Court Scribe (formerly)
    • Special Assistant to Sir Orion Shadow
    • Special Assistant to Queen Calyx (New Endeavours only)

General Background Edit

Steno originally served as the official Court Scribe for Queen Chrysalis I, but was appointed as Orion Shadow’s assistant during the latter’s brief time as her servant. Following Chrysalis’ death, Steno returned to the hive and served as Onyx’s scribe, then Orion’s assistant once more during his diplomatic stay among the changelings. He later became Orion’s assistant permanently following the Hive’s liberation, and his own naturalization into an Equestrian citizen. He served Orion until the unicorn's death of (primarily) old age and magical exhaustion, and went on to serve future generations of the Shadow family until his own passing. It is commonly believed that Artemis Tenebrae is a descendant of his.

Appearance Edit

Built like a male drone blank green eyes.

Personality Edit

Originally cold with a dislike of ponies, Orion’s selfless acts of valor (including saving Steno from being hurt by a group of ponies assigned to protect him) led to he and Orion becoming close friends. 

Artemis Edit

  • Name: Artemis Tenebrae
  • Species: Changeling/pony hybrid
  • Gender: Female
  • Rank: Protector of Equestria

General Background Edit

Artemis is the great granddaughter of Orion Shadow, and the main inheritor of his legacy as a protector of Equestria. She is the current leader of Manehattan gang the Bad Seeds, now headquartered deep in the Everfree Forest.

She was very reluctant when it came to inheriting her grandfather's legacy, but an adventure in which she battled the ghosts of her family's past (literally) while the spirit of her grandfather worked to stop the realm of the dead from becoming the personal army of an unnamed, unseen entity quickly changed her tune, and earned her a cutie mark.

Appearance Edit

She has a dark purple coat made of chitin, bright green eyes, a mane and tail of deepest black flecked with brown, and a perforated horn with matching holes in all four legs. She also has purple insect wings, and white fangs.

Personality Edit

She is the complete opposite of her famous ancestor. She does not drink tea, nor does she speak with a high-class accent, given she spent most of her fillyhood getting into fights and committing small crimes. Luna's attempt at having her inherit Orion's legacy was, among other things, intended to reform her.

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