Changelings

Changelings are a race of creatures in Equestria that first appear in A Canterlot Wedding - Part 2 as the secondary antagonists and the minions of Queen Chrysalis. They also appear in several other episodes and IDW comics.

Development and design
Changelings are largely equine in appearance but possess insect-like characteristics. They have black carapace-like fur-less exteriors, webbed manes and tails, blue reflection-less eyes (unlike their queen's), fangs, bent horns, jagged ears, insect-like wings, and holes in their legs. Unlike ponies, changelings do not have cutie marks. Following their transformation in To Where and Back Again - Part 2, changelings have varied coat colors and insect characteristics, such as Thorax's mandibles, and they no longer have holes in their bodies or fangs.

Like Queen Chrysalis, the changelings were designed by Rebecca Dart.

The changelings' nature and desire to feed on love are similar to changelings in folklore, who would take advantage of the love given to them by their unwitting caretakers.

Depiction in the series
Changelings first appear in A Canterlot Wedding - Part 2, the second part of the season two finale. They are able to change their appearance to match that of ponies; in particular, Queen Chrysalis shape-shifts into Princess Cadance, and several changelings take the form of Twilight Sparkle and her friends.

In the episode, Chrysalis explains her desire to take over Equestria, saying, "Equestria has more love than any place I've ever encountered. My fellow changelings will be able to devour so much of it that we will gain more power than we have ever dreamed of!" The changelings soon break the magical protective sphere around Canterlot and terrorize the city and its inhabitants. When Princess Celestia orders the Mane Six to recover the Elements of Harmony from a nearby tower, the changelings take the form of the six ponies and fight them, preventing them from reaching the Elements. They subsequently take the ponies and Princess Celestia captive. The changelings and their queen are defeated when Shining Armor and Princess Cadance's combined magic throws them out of Canterlot at the end of the episode.

According to merchandise, Kevin appears within crowd during at least the beginning of Let the Rainbow Remind You in the season four episode Twilight's Kingdom - Part 2. In the season five episode Slice of Life, Kevin appears in the audience at Cranky Doodle Donkey and Matilda's wedding, frightening some foals.

In Do Princesses Dream of Magic Sheep?, several changelings appear in Rainbow Dash's dream. A changeling costume is worn for Nightmare Night in Scare Master. In The Cutie Re-Mark - Part 2, due to both Starlight Glimmer and Twilight Sparkle's changes to the past, the changelings are mentioned to have successfully captured Canterlot, making Zecora and a small tribe of ponies suspicious of them.

A friendly changeling named Thorax appears flying in the background over the Crystal Empire at the end of The Crystalling - Part 2 and is befriended by Spike in The Times They Are A Changeling. The latter episode also depicts how new changelings are born, in that they are hatched from eggs in the form of larvae, similar to insects, and shows that changelings can assume the forms of non-pony creatures, such as Spike, and inanimate objects, such as rocks.

In the season six finale To Where and Back Again - Part 1, the changelings silently invade Ponyville, taking the Mane Six's places and seizing control of the Castle of Friendship. In Part 2, the changelings serve as Chrysalis' primary means of defense in the Changeling Kingdom. They pursue Thorax - disguised as Trixie - as he distracts them with smoke bombs, capture Discord by disguising themselves as Fluttershy, and ambush Starlight Glimmer in the changeling castle throne room.

Through Starlight's guidance and Thorax's example, the changelings learn to share love with one another instead of taking it by force. This results in a drastic transformation in which they become colorful, love-filled creatures with the holes in their bodies healed, resulting in Chrysalis' throne being destroyed, and her hostages freed from their cocoons. With Queen Chrysalis dethroned, Thorax becomes the new leader of the changelings.

Depiction in the comics
In the IDW comics' Friendship is Magic comic series, the changelings and their queen appear as the antagonists of the story arc The Return of Queen Chrysalis, which takes place after the second season of the show.

In the story, the changelings invade Ponyville and assimilate into the populace. Their invasion is later revealed to be part of a much larger plan for Queen Chrysalis to consume Twilight's magic. A changeling with a helmet appears briefly in A Canterlot Wedding - Part 2; they are featured more prominently in the comic series, where they serve as guards and advisors for Queen Chrysalis. Issues and  feature changelings with spoken dialogue for the first time while in their true forms.

In, Spike mentions changelings on page 8. Several changelings appear with Dr. Hooves on the Hot Topic exclusive cover of, cover RE and page 3 of , cover RI of and the Core Games cover of.

In the story, it is revealed that the changelings invaded several kingdoms in the past, including those of King Orion and Emperor Incitatus, though the latter invasion was thwarted by Princess Celestia. It is also revealed that the original changelings were born from a carnivorous plant that grew from a rotten acorn that 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. At the end of the issue, the changelings escape from imprisonment together with Chrysalis.

In, the changelings infiltrate the Crystal Empire using Flim and Flam's cider machine as a Trojan horse. They battle against the Mane Six alongside King Sombra due to Chrysalis' alliance with Radiant Hope, but they later abandon the Empire after learning that Sombra intends to release the umbrum. In, the changelings launch an attack, with two being dispatched to distract Rainbow Dash by disguising themselves as Shadowbolts.

Depiction in chapter books
In Lyra and Bon Bon and the Mares from S.M.I.L.E., Agent Sweetie Drops and new recruit Lyra Heartstrings are assigned by the Secret Monster Intelligence League of Equestria (or S.M.I.L.E. for short) to investigate a possible changeling invasion in Appleloosa.

Other depictions
In Gameloft's mobile game, a changeling assuming Fleur Dis Lee's identity but pretending to be an Alicorn was added to the Android version of the game on March 28, 2013 and to the iOS version of the game on April 15, 2013, before being replaced by the real Fleur Dis Lee in both versions of the game on June 13, 2013.

Fleur Dis Lee's in-game description reads, "While this unicorn supermodel was away for a photo shoot, a Changeling assumed her identity but pretended to be an Alicorn! Knowing Fleur Dis Lee's true nature, her friends exposed the Changeling's deception just in time for her return to Canterlot."

The Elements of Harmony guidebook
''CHANGELINGS are grotesque shape-shifting ponies who can morph their bodies into anything. These frightening creatures have fangs as well as insect features and translucent wings designed to scare even the bravest pony into submission.''

Merchandise
In Enterplay's collectible card game, changelings are featured on cards #139 R/#ƒ46, #157 R and #158 U/#ƒ50 in the Canterlot Nights expansion set and card #6 F in the Absolute Discord expansion set. In the High Magic expansion set, cards #84 C and #Pƒ14 name the changeling in Twilight's Kingdom - Part 2 and Slice of Life Kevin and list the respective quotes "Hey, I'm just here for the food." and "Now you see me, and now you don't..."

Quotes
"[laughing]"

- A Canterlot Wedding - Part 2

"They're changelings, remember?"

- Imitating Twilight Sparkle, A Canterlot Wedding - Part 2

"Everything here is going according to plan! We've replaced the six ponies and their dragon, and have taken control of the castle!"

- To Where and Back Again - Part 1

"My queen, we're much too weak to launch another attack on Canterlot right away. What do we do? We need to regain our strength! Regroup! Form another plan..."

- The Return of Queen Chrysalis Issue #3

"Oh, I think you'll like this..."

- The Return of Queen Chrysalis Issue #3

"Very nice, your Majesty."

"I know that the ponies have seen through our camouflage and blocked us from the city... But is this really the way to get back in?"

"Hey, I'm just here for the food."

- Enterplay collectible card game High Magic card #84 C of Kevin

"Now you see me, and now you don't..."

- Enterplay collectible card game High Magic card #Pƒ14 of Kevin