- Name: Zaraxan (the Phantom Blade)
- Race: Changeling
- Gender: Male
- Talent: Zaraxan's and Razvarion's Shapeshift only breaks when attacked while helpless or if dispelled
- Class: Dark Knight
- Skills: Changeling Flight, Shapeshift, Control, Ambush, Cavalier (Animal Husbandry X 3)
- Hits/Wounds: 5/5
- Inventory: Obsidian Keris (Single Weapon)
- Appearance: Zaraxan looks similar to other changelings, but his head frill extends longer along the back of his head and reaches farther forward. A row of smaller horns run along the top of his on both sides of the frill.
- Backstory:
- Zaraxan was hatched in one of the hive's under rule of Chrysalis, located in the Badlands along the Equestrian border. His hive was one of the more vicious ones, the changelings there raised more into soldier roles than anything else. Life there was filled with fighting, the strong ruling over the weak, which gave way to this hive being the source of the leaders for the changeling army.
- While most of the changelings there were known for being vicious, Zaraxan was on another level. His shape-shifting was more durable than most other changelings, and he had the subduing powers mostly held by the emotion gathering changelings, allowing him to force control on any foe he came across. His combat prowess put him on a quick path to becoming a general of the changeling forces. Wherever his forces went, nothing was left, everything being assimilated into the swarm or killed. While most changelings feed off love or other good emotions, Zaraxan lives for the fear and despair that arises from the battlefield and has adapted to feed off these emotions in place of other "positive" emotions. His combination of shapeshifting deception, attacks faster than the eye cold see, and merciless tactics gave the title of "Phantom Blade", however, his reputation is mostly known to only changelings since few have faced his forces and lived.
- At the time of the initial invasion of the changelings, gryphons, and Sombra on Equestria; Zaraxan was leading his own invasion unaware of the massive war beginning back home. His target was a place called the Emerald Shrine, outside of Equestria's southern borders. The shrine was home and a sanctuary to many druid and shaman types, the place was devoted to protecting and enriching nature. Most other changelings saw it as a goldmine of love to drain, seeing how much the ponies and others inside cared for the earth. Zaraxan however saw it as a perfect target to weaken everything else nearby, for what better way to make other forces lose hope and give up than to hear that the changeling swarm has conquered the sanctuary of all nature and purity. Now the shrine was aware of the changeling hives nearby in Equestria, and had precautions to force them back into their original form if they got too close, making most invasions impossible since they could rise up defenses once changelings were detected. Zaraxan had a plan to overcome this, with his more durable shapeshifting, he would infiltrate in alone while the rest of his army would wait outside the shrine's protection ready to strike once a large enough distraction was made.
- And so, Zaraxan initiated his plan. He disguised himself as a plain green earth pony, posing as a worn down traveler in need of shelter and rest. Passing through the outer aura around the shrine was mildly painful, but he endured and his disguise held. Once he reached the shrine and told a false story to gain sympathy, the druids brought him in immediately to help, and unfortunately sealing their doom. Zaraxan spent some time resting, talking, and learning to gain their trust, and gain it he did. Helping to care for some of the plants and assist with some task around the shrine made some of the higher druids lighten up to him, after all having a person come in needing help and turn around to help above and beyond what they should tends to cause people to let down their guard thinking you're a great ally. Soon even the head Arch-Druid wanted to meet Zaraxan, and so Zaraxan went to talk with him. The Arch-Druid was impressed with his selflessness, helping around the shrine despite coming to their doorstep hungry and ragged. He offered Zaraxan a position at the shrine to become a druid, he accepted, saying he felt a great calling ever since he got there. The Arch-Druid called him forward to bless him with the earth's call and make it official. Zaraxan approached, he knelt down to recieve the blessing with a sinister grin. And then... silence.
- There stood Zaraxan and the Arch-Druid, both motionless. The surrounding druids and shrine residents silent at the sight, knife embedded into the Arch-Druid's neck, and Zaraxan's skin peeling back in a green fire revealing his true form. A laugh echoed through the shrine's halls as the life magic flowing through the building and the plants visibly weakening, and then the swarm followed forth. The changeling's outside swarmed the shrine, flowing in taking advantage of the inactive shrine denizens in too much of a shock seeing their leader killed before them. Hearing the army breaking into the shrine snapped them of heir shock as they mobilized to defend. Zaraxan pulled his blade from the dying Arch-Druid, kicking his body aside and looking over the chaos seeing the shrine fall around him. As he basked in the fighting and impending victory, he was suddenly attacked by a green dragon from above. The dragon attacked him ferociously, enraged at the fall of the Arch-Druid. Zaraxan fought the dragon alone, telling all the other changelings who approached upon hearing the dragon's roar to focus on the rest of the shrine. The dragon put up a great fight, matching Zaraxan's speed and surpassing in strength, but it was not enough. The dragon grew reckless in its rage, and as the fight dragged on it left itself open, and Zaraxan struck a finishing blow, taking the dragon down but still alive. Leaving the dragon down to move through the rest of the shrine to see the progress of the takeover, a messenger changeling came to him, Chrysalis was calling him back to Equestria. A bit hesitant to leave the shrine with his mission not yet finished, but a call back from the Queen is not common and cannot be ignored.
- Zaraxan returned to Equestria leaving his army to finish up with the shrine, ordering them to capture anything left alive, and upon his return he was meet with a surprise. Equestria was being conquered and the pony princesses were gone, a rare feeling of joy was felt seeing Equestria fall. He went to the central hive to meet back with Chrysalis, and received another shock. Chrysalis called him back to help lead her forces to finish the takeover of Equestria, which he was glad to do, but finding that they were working alongside the gryphons and this Sombra pony threw him off, but he agreed anyways. Finishing the takeover and crushing the remainder of the pony forces was easy, but Zaraxan still questioned this alliance.
- Time passed, Equestria was fully under control of the alliance, but Zaraxan couldn't hold his word anymore. He confronted Chrysalis and demanded to know why they haven't gone for full control, the ponies were crushed and with that the changeling's main enemy was gone, and with the trust of the gryphons and Sombra it would be easy to backstab and crush them as well. Chrysalis told him they were only victorious from the alliance and using the friendship and teamwork the ponies praise for their power, and turning on that would only mean destruction for the new empire. Zaraxan called her out for being weak, this victory would mean nothing if she tainted the purity of the swarm by working with others. Zaraxan finished by saying if she wouldn't make the right decision, he would. Chrysalis said she would, and stated that he was banished from the kingdom until he learned the power that comes from others. Zaraxan was appalled that the Queen would banish one of her greatest generals, and said she would regret this.
- Zaraxan left the hive, and began to mobilize against the other forces of the alliance. He couldn't rally other changelings under his command, it would risk his movements being known. So he began to hunt down the forces of the gryphons and Sombra so only the changelings would be left to rule. This was successful, that is until Chrysalis sent her forces after him, and unfortunately they already knew of his tactics so it was only a matter of time until he was captured. She was disappointed in him, she thought he would have learned to work with others and learn friendship but clearly her hopes were misplaced. She felt sorry for him, and said he was to be executed on the sun's rise. Chrysalis and her forces returned to the central hive, and locked Zaraxan up to await his judgement. He was furious, he was working to bring back the swarm's honor, and he was to be killed despite showing how much stronger changelings are over these allies? He didn't have much time to act, and luckily for him his skill far outranked the guards Chrysalis set outside his cell. He broke free, retrieved his dagger, and made his way to the changeling's holding cells where they held the captured beings that were being drained and changelingified, looking for one specific creature. Zaraxan traveled to where the more dangerous subjects being assimilated into the hive, and amongst the few dragons the hive held he found what he was looking for. Now corrupted and a hollow image of its former self, Zaraxan found the dragon he took down back at the Emerald Shrine. The dragon charged at Zaraxan, furious against the changelings for what had happened to it, but was cut short by the chain around its neck restraining it. Impressed at its ferocity, Zaraxan approached the dragon, eyes aglow, and attempted to subdue it.
- "Impressive that you haven't become a mindless servant of the swarm, yet."
- The dragon was caught in Zaraxan's glare, and calmed. Seeing the dragon was now subdued, he sliced the chain holding it in half. But as the chain broke, the dragon rose and struck at Zaraxan, having faked being controlled.
- >"You made a grave mistake releasing me."
- Zaraxan shook off the surprise attack and drew his dagger.
- "And you made a mistake in attacking me."
- The two charged at each other and began to battle. The dragon managed to keep Zaraxan on the defensive due to its poison drenched claws, but Zaraxan still had the combat expertise to block nearly all of the blows. They were near equals, neither side advancing any closer to victory, however having spent a long period of time as a tortured prisoner the dragon wasn't able to keep up. Soon it grew exhausted and Zaraxan was able to strike him down.
- "Twice now I have defeated you, maybe now you'll be more cooperative."
- >"Twice? ...Wait, I remember you know. You're the one who brought slaughter to my home!"
- The dragon attempts to lunge forward, but only falls back down to the ground.
- >"...If you think I'm going to cooperate with you, forget it..."
- Zaraxan looks down at the beaten dragon lying on the ground, he walks behind the dragon and grabs the two ends of the chain he cut earlier. Overlapping the ends of the chains, he slides the chain links over his dagger and stabs it into the ground, making the chain whole again.
- "You will if you want to get out of here with the little remnants of your life you have left."
- Zaraxan steps on the dagger with his right forehoof and pushes it further into the ground to hold the chain tighter for emphasis.
- >"I don't need you to get out of here."
- "You do if you want to have your mind intact."
- >"...What's stopping me from leaving the second you get me out of here?"
- "Nothing, but in your condition you wouldn't last a day. Now, you can join me and help me take over the swarm or stay here and become a mindless servant."
- >"Fine, I'll assist you. But don't expect it for long, once I regain my strength I'm on my own."
- And with that Zaraxan pries his dagger from the ground, separating the chain halves (but leaving the half chain collar on the dragon), and the two escape. At dawn's rising, all Chrysalis found of Zaraxan was a note, stating that if she was to sentence him to death, he would do the same to her. Knowing that Zaraxan used subterfuge and disguises for his main tactics, she spread word of him through the land, informing the gryphons and Sombra's force of the "Phantom Blade" so he couldn't move as easily. And this did work to slow them down, Zaraxan found it harder to work his way into the alliance's forces, and the dragon with him didn't help too much either, not having the same focus on subterfuge as he did. They did both however value strength, and were able to see how strong the other was since they were fighting side by side rather than against each other. A few short weeks after their escape the dragon was fully recovered from the torture he suffered from being imprisoned. One night after recovering, the dragon stood at the edge of their camp.
- >"...Before, I was going to go on my own after regaining my strength. But these past experiences, I have enjoyed the thrill of combat."
- Zaraxan takes a seat next to the dragon.
- "I told you getting revenge was a great feeling. I take it you have rethought your plans?"
- >"Yes, I'll continue traveling with you."
- There is a moment of silence.
- >"You never did say why you want to control your race."
- "The current ruler is weak, she has forgotten what being a changeling means. And if you help me overthrow her, you'll be my right hoof dragon."
- >"Ruling a race? Before all this happened I would have never thought of doing so, but now... ruling seems natural."
- "Strong ruling the weak, as natural as it gets. ...You never did say what your name was."
- The dragon is silent for a moment.
- >"Because my name is a title from my old life. Too much has changed, so with a new start, I'll give myself a new name."
- The dragon sands up.
- >"Call me, Razvarion."
- "Very well, Razvarion. You can call me Zaraxan"
- Zaraxan stands up too, and swings his dagger, breaking the chain collar off from around Razvarion's neck.
- "Let's start your new life then, partner"
- Having became partners in their mission, they became a much bigger threat than before. It as still difficult to work their way through the alliance's forces. But they soon came across word of rebel forces formin in the southern zebra lands, under lead of Luna to retake Equestria for the ponies. Seeing this as a perfect opportunity to gather the forces to break through the blockades they have been encountering, the two rebel changelings agreed to infiltrate this rebel group and slowly direct them to the changeling stronghold.
- Zaraxan disguised himself as a blond maned, white earth pony named Morning Shine, posing as a rather meek pony joining the rebels as he had nothing else left in his life, and therefore nothing left to lose. As for their connection they didn't talk or speak to each other once getting into the rebel forces, to not draw too much attention to each other.
- Name: Razvarion
- Race: Dragon
- Gender: Male
- Class: Cavalier
- Skills: Dragon Flight, Shapeshift, Toxic Slime
- Hits/Wounds: 5/5
- Appearance: Razvarion is a dark purple changelingified dragon. His wings are filled with a number of holes, a large frill extends along the back of his neck, and a row of spines line the top of his head. A poisonous ooze secrets from his jaws and from the scales along his claws. His scales remain smooth and neatly oriented, giving him a brilliant shine, even more so along his claws which are slick with the ooze.
- Backstory:
- Razvarion was formerly known as Zaschius, a green dragon that was hatched and raised at the Emerald Shrine. While he was still an egg, his parent's were guardians of nature, and as such a number of druids and others who worked with nature magic came and lived at their cave. It was a sanctuary for all caretakers of the earth, but one day attackers came. They came for the dragon's horde, despite them not having much due to caring more for nature than for gold and jewels. The druids helped to defend the dragons who have protected them and let them set up home there, but it was not enough. They managed to fight off the attackers, but the dragons were fatally wounded. In their last moments, they entrusted their egg to a young acolyte to care for. In memoriam, they build a mighty shrine on the dragons' cave, a sanctuary for all that care for nature that was to be called the Emerald Shrine. Zaschius soon hatched, the death of his parents left unknown to him as the druid took him in and raised him. The acolyte he was entrusted to became an older brother to him, the two being a large driving force in the shrine's growth. Soon the two reached adulthood, or at least adulthood in pony age, Zaschius was still a teenager in dragon time. The acolyte was blessed to be the Arch-Druid, to lead and care for all in the shrine. Zaschius was proud for him, and wanted to help in some way. The acolyte, now the Arch-Druid, told him of his parents and what happened, telling him how they helped all of the order before. Zaschius was sad over hearing that his parents were dead, but was filled with purpose and wanted to protect the druids as his parents did. And so Zaschius became the shrine's guardian, protecting it while assisting the Arch-Druid in caring for it.
- Time passed, the Arch-Druid grew old, and Zaschius was now a young adult. The shrine remained protected and safe since it was formed. Not much happened, but Zaschius felt content knowing the shrine was in peace. That is, until that day. A wanderer that came to the shrine was proving to be a great boon, and was to be blessed and brought into the druid order officially. Zaschius was reminded back to when the Arch-Druid was a young acolyte and helped with such fervor as the newcomer, but was snapped from his nostalgia by a horrid sight. The newcomer struck the Arch-Druid with a fatal wound in he blink of an eye, and revealed itself as a changeling. Zaschius felt anger for the first time, and flew down at the attacker in a rage. The changeling avoided his attacks, but couldn't land many strikes himself. A few blows were exchanged, and Zaschius was slowly growing more consumed in his fury. An overextended attack left him open, and the assailant struck him down. Hanging on the edge of unconsciousness, Zaschius looked upon the changeling and closed his eyes expecting death, ashamed that he let this creature into the shrine and cause this destruction but contempt in that he at least fought with his all and died a noble death like his parents before. However, the death blow never came. The changeling that struck him down was gone, and soon later others like him came with a few other remaining druids and began to place them all in cocoons.
- The changelings brought them all to one of the hives in the nearby Equestrian Badlands. There they were harvested of their emotions, but it wasn't too long until Zaschius was moved again. The changelings saw him as a powerful tool, and moved him to the central hive under Chrysalis. There they began to force the corruption process on him, to turn him into a changelingified dragon to be under their control. This process was extremely painful, pushing his body to the edge of death multiple times and wracking torment on his mind on corrupting a being that once stood for nature and purity. The process was completed, and he survived the corruption. His brilliant emerald green scales now a deep dark purple, his wings now riddled with holes like the changelings before him. His small horns now extended to fierce spikes, a large frill extending off the back of his neck distancing himself further from his old self. And lastly, his fire was gone, no longer able to breath his emerald flame but instead only found a poisonous ooze left in its place, rotting and dissolving anything it touched. He was an antithesis to everything he once stood for, and all he felt was anger. He lashed out at the changelings, all that he could think of was destroying these beings who destroyed his life. The changelings quickly swarmed and subdued him, chaining him down before he could do much damage. They began to torture him, attacking and beating him to slowly break his will and mind to make him a mindless weapon. It was painful, but Zaschius was able to keep his mind intact, keeping it the same however was impossible. No longer was he the calm, stalwart, protector that he once was, he was now a furious scourge set on destroying these pests who tormented him day after day.
- Days bled into days, weeks into weeks, time began to fade as the only things he had were sleep, eating, and torture. That was until one day, a change came. A changeling approached him, alone and unarmed. It's eyes glowed and Zaschius felt something prodding at his mind, he recognized it as a tactic previous changelings used, but more powerful. Still, he was able to resist it enough, but he faked subservience to see what this changeling was going to do. Seeing it move to the chains and break it upon Zaschius' docileness, he quickly leapt up and attacked the foolish changeling. The two exchanged words and began to battle. Zaschius found himself with the upperhand, in at least keeping the changeling on defense. However his fatigue from his time as a prisoner caught up to him, and he was struck down. The changeling mocked him, and then Zaschius remembered who it was. Seeing tha this was the changeling that brought destruction to his shrine, he leapt again, but only fell flat on his face. The changeling reconnected the chain restraining him and gave him an ultimatum. Realizing he had no other choice, Zaschius agreed to work for the changeling, but would leave once he was able. The changeling freed him and the two left.
- They fled he hive and began to move against the alliance's forces. Zaschius attacked wildly and directly despite the changeling's plans of stealth. This made it more difficult to get in close to the enemy especially wit word of them being spread, but letting the rage and fury loose felt right to Zaschius. One night when they had set up camp, Zaschius sat offsite overlooking the landscape from a hill. He had regained enough strength to fend for himself, but he started to question going off on his own. He had loved the thrill of battle in the past few weeks with the changeling, a vast difference from the little he could remember of the shrine, where violence wasn't even thought of. The changeling approached him and they talked. Zaschius decided to stay with the changeling, having grown a new passion for fighting. The changeling informed him of his full plan, and Zaschius agreed to follow along. The changeling asked his name, and Zaschius realized his name was a marking of his old life that he no longer had any ties to. He thought, and gave himself a new name, Razvarion. The changeling told him his own name, Zaraxan, and broke the chain collar off from his neck.
- And so they two continued their travels, with increased strength having become allies, but still meeting difficulty. Soon they hear word of Luna's rebel forces, and seeing it as a good way to direct forces to break through the alliance's blockades, the two agreed to join it.
- Razvarion disguised himself as a white maned, blue pegasus named Diamond Dust, posing as more of a direct fighter wanting to join the rebel forces to fight against the forces that took over Equestria. Him and Zaraxan agreed to not speak or communicate unless needed once joining the rebels to not draw attention to themselves.

