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Villain Overview

The Changelings are former recurring antagonists in My Little Pony: Friendship is Magic. They are shapeshifting Pony-esque creatures who used to feed by absorbing the the love and affection of others, and are formerly led by Queen Chrysalis. They live in the Changeling Hive, which is shown to be at the edge of the Everfree Forest and is filled with corridors and components. As of the Season 6 finale, "To Where and Back Again", they have reformed themselves and embraced the idea of feeding by sharing love instead of taking it.


Season 2

In the two-part Season 2 finale "A Canterlot Wedding", Princess Cadence and Shining Armor get married. However, Queen Chrysalis initially disguises herself as Cadence and secretly feeds off Shining Armor's love for the real Cadence.

In part 2, Twilight Sparkle, the main protagonist of the show, finds the real Cadence trapped in a cave. As they make their way to the wedding, Chrysalis reveals herself and the Changelings are shown to be chipping away at the protection spell that the empire of Canterlot is under. They eventually break through and start to fight the ponies while cunningly disguising themselves. Ultimately, Shining Armor was able to break out of Chrysalis' spell and he and Cadence create a blast of love that sends all the Changelings flying back to their hive.

Season 5

In the season 5 episode "Slice of Life", a single changeling appears in the audience at Cranky Doodle Donkey and Matilda's wedding, frightening some foals.

In "Do Princesses Dream of Magic Sheep?", Rainbow Dash's dream has her fighting changelings, which she says is her favorite dream.

In "The Cutie Re-Mark - Part 2", due to one of the alternate realities created by Starlight Glimmer's changes to the past, the changelings and Chrysalis managed to take over Equestria and are at war with Zecora and her small army of ponies. Chrysalis and the Changelings later invade the Everfree Forest and fight the resistance, although the outcome of the battle isn't shown as Twilight and Spike head to the past to stop Starlight.

Season 6

A single changeling appears flying in the background at the end of "The Crystalling - Part 2".

In "Times Are a Changeling", a single Changeling named Thorax appears. With several reported Changeling sightings spreading mass panic and with all the love from Flurry Heart making the citizens of the Crystal Empire a likely target for Chrysalis, Shining Armour, Cadence and Sunburst call Twilight, Starlight and Spike to the Crystal Empire. After explaining their situation, Starlight and Twilight are assigned with helping protecting their daughter Flurry Heart and the Empire and Spike volunteers to go outside with a small troop of guards to find the Changeling. After sending the guards away, Spike accidentally falls down a hole and encounters the Changeling in an underground cave. After saving Spike's life, the Changeling, named Thorax, explains that he isn't actually evil and just wants to make a few friends so he doesn't have to steal the love of others to survive, as he randomly freaks out and tries to steal love when he's around other people. Spike returns to the Empire and informs the guards that Thorax isn't evil, but they take that message as a joke, and to make matters worse, Shining Armour shows up and reminds Spike that the Changelings kidnapped Cadence, mind controlled him and tried to take over Equestria, and Spike is pressured into agreeing that there is no such thing as a good Changeling. After returning to Thorax with the disappointing news, he convinces him to transform into a pony to avoid suspicion, under the fake name Crystal Hoof, convincing everyone that they had been pen-pals since meeting at the Crystal Games. However, once Thorax goes near Flurry Heart, the love surrounding her overwhelmed him and he reverted back to his original form. He begs Spike to defend him, but Spike feels pressured into letting his friend go. Feeling guilty, Spike returns to the cave and finds Thorax, who is still mad at him, however, after Thorax saved him again, Spike decides to return to the Empire and tell his friends the truth. He returns and tells his friends that Thorax isn't evil (through song) and Twilight is proud of Spike for trying to defend someone that everyone, including herself, misjudged. Thorax is then accepted as an official citizen of the Crystal Empire.

In "To Where and Back Again", the Changelings and Chrysalis return as the main villains. Sometime during Starlight and Trixie's visit to Starlight's old village, the Changelings infiltrated Ponyville, Canterlot and the Crystal Empire and kidnapped and replaced Twilight, Celestia, Luna, Cadence, Shining Armour, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity, Spike and Flurry Heart and took them to the Changeling Kingdom. Once Starlight and Trixie returned, her friends acted fairly mean-spirited and didn't even recognize them, making the two suspicious.

At night, Starlight has another bad dream about her village and figured that Luna would show up and help her face her fears, however, Luna appears in a rather frantic manner and quickly informs her not to trust everyone she meets and that the Changelings had captured every powerful pony in Equestria, including her and Celestia. Starlight quickly escapes the castle to get Trixie and the two unicorns break back in to find the Changelings communicating with Chrysalis about their successful mission. The two escape and consider getting help from Cadence and Shining Armour, only for Thorax to show up and tell them that they had been taken as well (while also scaring the living daylights out of Trixie). Starlight also notices that Thorax's wings had become sparkly and shiny, and he states that they had been like that ever since he made a lot of friends, which was also the same time he stopped needing to eat love.

While wondering what to do, Discord appears, frustrated that no one ever calls him during magical emergencies. Upon learning that the Changelings took Fluttershy, an infuriated Discord teleports them to the Changeling kingdom, stating that he actually wanted to teleport inside Chrysalis's throne room. While ignoring Thorax, Discord launches multiple attacks on the kingdom, only for them to all disappear when they hit the border, leading to Thorax telling them that all non-Changeling magic doesn't work inside the kingdom because of the power of Chrysalis' throne.

The unlikely group enters the kingdom and sneak into the Changeling hive, the structure of which is constantly changing like the Changelings themselves. Thorax navigates them through the hive while they are constantly under the threat of alerting hundreds of soldiers. When Discord accidentally alerts the soldiers, Trixie and Thorax use their smoke-bombs and shape-shifting to divert them, and two soldiers break off from the group and head for Chrysalis, and the group follows them. Discord distracts the Changeling guards with bad stand-up and the group proceeds to the next room. Discord is then captured by an army of Changelings pretending to be Fluttershy.

One of the Changelings changes into Discord and tries to lead the rest of the group into a trap, however, they all realize this and Trixie distracts the Discord-Changeling long enough for the others to escape, but ends up getting captured. Starlight then enters Chrysalis's throne room and she has Starlight restrained by her minions. While explaining her master plan, Starlight informs Chrysalis about Thorax and that there is another way, only for her to order Starlight not to mention "that traitor's" name. She soon realizes that Starlight is just a disguised Thorax and that the real Starlight is trying to destroy her throne. After capturing her, Chrysalis decides to make an example of Thorax by stealing his love, only for him to give her the love willingly, reaching a new form. Realizing that Thorax was right all along, all the Changelings give love and reach the same new form. With Chrysalis defeated and the others freed, Thorax becomes the leader of the reformed Changelings.

Season 7

In "Celestial Advice", the reformed Changelings attend a ceremony celebrating what Starlight, Discord, Trixie and Thorax have accomplished. It's shown that, although the Changelings are reformed and loving, much like Starlight and Twilight originally, they still have trouble understanding friendship, as shown by two Changelings having a conversation with Rarity and Applejack, with one of the two Changelings asking if they needed to have makeovers in order to show friendship. Later, while panicking over where Starlight should go in order to continue learning, Twilight decides upon the Changeling Kingdom and takes herself, Spike and Celestia into a possible future in which Starlight and Thorax are trying to teach the Changelings about compromise. Despite Celestia's support, Twilight panics and pictures another possible future in which an orange Changeling shape-shifts itself to look like Starlight and bullies a group of Changelings, causing them to turn against the real Starlight.

In "To Change A Changeling," we see that only one Changeling had not been hit by the wave of reformation in Season 6, and that changeling is Pharynx. Pharynx is Thorax's brother, and is a lot tougher than Thorax. Starlight and Trixie attempt to convince him to reform, but he refuses and lives his life the old way. As the Maulwurf comes to attack the hive, Pharynx admits to wanting to share love and proceeds to reform and become Thorax's co-ruler.

Season 8

Season 8 of My Little Pony: Friendship Is Magic focuses on Twilight Sparkle building a friendship school, much to the Equestrian Education Association (EEA)'s disapproval. One of the main students is a light blue reformed Changeling filly named Ocellus.

In the 13th episode of Season 8, titled "The Mean 6," Chrysalis returns in an attempt to exact her revenge upon Starlight and her friends. She decides to do so by disguising as a mint green photographer pony, plucking a few hairs out of each pony, and taking photos of them. She then goes over to a set of trees in the middle of the Everfree Forest and clones each pony, though each clone was meaner and slightly discolored compared to the regular ponies. The clones then wreak havoc on the Mane 6 and Starlight's camping trip by doing things ranging from insulting the ponies to stealing some items. In the end, the ponies end up wanting to retrieve the Elements of Harmony for themselves, but end up getting defeated by the Tree of Harmony and turned into pieces of wooden logs, colored uniquely for each pony that got vanquished.

Season 9

In the Season 9 premiere, titled "The Beginning of the End" (because Season 9 is the final season of My Little Pony: Friendship Is Magic), Queen Chrysalis, King Sombra, Tirek, and Cozy Glow get transported to the rocky lair of Grogar. Queen Chrysalis did not have much of a role in the episode though, as King Sombra set out to conquer Equestria but was defeated by the ponies' friendship.

Role In The Comics

In the comic "The Return of Queen Chrysalis", they return, having survived their fall, and kidnap the ponies of Ponyville while disguised as animals, taking the ponies' places. The Mane 6 eventually fight them in a similar style to before, and take out a few of them before Pinkie Pie traps the rest in bubblegum using a cannon. Spike is left in charge of the captured changelings as the Mane 6 set out for the changeling kingdom, where Chrysalis is holding Apple Bloom, Sweetie Belle, and Scootaloo. Some changelings are sent to manipulate the Mane 6 by separating and impersonating them. In the end, they are defeated by Twilight along with Chrysalis and imprisoned by Pinkie Pie in their castle, entranced by a costume she set to ask riddles and sing endlessly to them. 

However, recently, on page 11 of Friends Forever Issue #8, a sign under the Mount Monument observation deck reads "Sign the petition to add Queen Chrysalis to the monument" and bears Chrysalis' fresh signature, which in turn strongly suggests they have since recovered and are back to plotting and causing trouble for Equestria. Chrysalis's Fiendship is Magic issue has her and her changelings escape and they are once again at large.

It should be noted that the comics are secondary canon, and any comic event involving the changelings may or may not be considered canon if it strays too far from the canon of the cartoon.


The changelings are shown to be evil, cruel, and mischievous individuals. Thorax, however, is the opposite of all that. Since the species' reformation, they're all much nicer than they were before, except for Queen Chrysalis who ends up becoming an outsider because she didn't change her ways.


  • They may have a good sense of smell. In episode 25 of season 6 "To Where and Back Again, Part 1", when Starlight Glimmer and Trixie spy on the changelings in Twilight's castle, Starlight and Trixie hide themselves using an invisibility spell, they are almost discovered by a changeling disguised as Twilight who had caught Starlight and Trixie's scent.
  • The way Chrysalis and her army of changelings are sent flying into the distance echoes Team Rocket "blasting off."
  • Changelings slightly resemble Thestrals from Harry Potter.
  • The comics depict the Changelings (or at least three of them, one with armor) landing in the same area as their queen after their defeat in "A Canterlot Wedding". However, in the episode only one changeling was shown flying in the same direction as her, as they are scattered in all directions.
  • They are based of the original Changelings from folklore.
  • Queen Chrysalis and the Changelings may be based off of Sinisteeds; dark horse-like creatures who thrive on feeding off of love and emotions from the novel Gossamer by Lois Lowry.


           My Little Pony G4 logo.png Villains

My Little Pony 'n Friends
Ahgg | Beezen | Catrina | Dragon Gang | Erebus | Flories | Grogar | Hydia | King Charlatan | Lavan | Princess Porcina | Queen Bumble | Raptorians | Reeka & Draggle | Somnambula | Squirk | Tirac

Friendship is Magic
Apple Bloom's Shadow | Ahuizotl | Arimaspi | Bugbear | Changelings | Chimera | Cockatrice | Daybreaker | Dr. Caballeron | Diamond Dogs | Diamond Tiara | Discord | Dragons (Dragon Lord Torch, Garble & Sludge) | Flim Flam Brothers | Gladmane | Grogar | Hydra | King Sombra | Legion of Doom (Queen Chrysalis, Tirek & Cozy Glow) | Mane-iac | Maulwurf | Mean Six | Nightmare Moon | Parasprites | Pony of Shadows | Puckwudgies | Roc | Sable Spirit | Shadowbolts | Silver Spoon | Snips and Snails | Sphinx | Starlight Glimmer | Storm King | Svengallop | Tantabus | Tatzlwurm | Tempest Shadow | Timberwolves | Trixie Lulamoon | Vampire Fruit Bats | Windigos | Wind Rider

Equestria Girls
Dazzlings (Adagio Dazzle, Aria Blaze & Sonata Dusk) | Juniper Montage | PostCrush (Kiwi Lollipop & Supernova Zap) | Principal Cinch | Snips and Snails | Sunset Shimmer | Trixie Lulamoon | Vignette Valencia | Wallflower Blush

Accord | Bad Apple | Blonn Di and Shining Light | Changelings | Chupacabra | Cosmos | Cozy Glow | Daybreaker | Dazzlings (Adagio Dazzle, Aria Blaze & Sonata Dusk) | Diamond Tiara | Discord | Flim Flam Brothers | Grogar | King Diomedes | King Sombra | Knights of Harmony | Mane-iac | Nightmare Forces | Nightmare Moon | Nightmare Rarity | Pony of Shadows | Princess Celestia | Pseudocorns | Queen Chrysalis | Rabia | Rough Diamond | Sendak | Shadowbolts | Shadowfall | Shadowfright | Silver Spoon | Smooze | Snips and Snails | Starlight Glimmer | Storm King's army (Storm King, Tempest Shadow, Grubber & Storm Creatures) | Sunset Shimmer | Swift Foot | Terri Belle | Tirek | Trixie Lulamoon | Vampiric Jackalope

My Little Pony: The Movie (1986): Hydia | Reeka & Draggle | Smooze | Ahgg
My Little Pony: The Movie (2017): Storm King's army (Storm King, Tempest Shadow, Grubber & Storm Creatures)
My Little Pony: A New Generation: Sprout Cloverleaf