The Changeling's Attack On Cloudsdale

by captinalex1

Rating: teen
Tags: Princess Celestia, Crossover, Wonderbolts, Alternate Universe, Sad, Original Character, My Little Pony: Friendship is Magic, Dark, Changelings, Adventure, Tragedy, Queen Chrysalis
Length: 12544

A nice and summer day turns to war after one arrow has been shot. Its up to a few heroes to safe Equestria before Chrysalis has the chance to take over. But with the collapse of Cloudsdale will they be able to.

On a nice day in Ponyville, Alex a young colt trots through the streets of Ponyville. He thought it was a regular day but was mistaken. After a warning arrow was shot at him and his friends, the Hive army enters and began their attack to finally kill him and take over all of Equestria. But Alex and his friends stayed strong, and did their best to push back the Hive army. But after the collapse of Cloudsdale it becomes difficult and suicidal. Can Alex save Equestria or will the Hive take over and kill him and his friends? (Note: My first MLP fanfic so if their is anything I should change or add, please tell me and it will also help me in the future with other fics I wright. Also ill add pics that correspond to their exact chapters when I get better at creating pics. Ones again Thank You for reading.) Special Thanks Too: @Mlp_AppleWing , @epicdud218 , @jjtothepowerof2 (Aka Jake), @mlp_Twirl , @mlp_KK (Aka Budder), and @MLP_BlueMist1 for letting me use them in my FanFic. You all are awesome.

Published 2014-01-25 00:50:04 UTC
Last updated 2014-01-25 00:50:04 UTC

Chapter 1: The Shot

“Ah, what a beautiful day today in Ponyville. Huh hey there's Twirl, should probably go check on him.” I speak to myself while trotting over to meet my friend.

“Hey Twirl, so do you feel a bit better after” - sniff - “what happened to your mom." I ask worryingly.

“Well I feel a bit better, thanks for checking on me. Booklolly helped me get through it.” The kind colt told me so I feel better.

“Oh, that’s good to hear.” I tell Twirl happily. "Well I’ll be going now Twirl. I need to get my right wing back into shape after what happened a few nights ago.” I tell him, hoping I didn't scare him.

“Ok, I might join you later and we can talk.” Twirl smiles, as he waves to me.

So I’m back in the sky looking around and practicing my flying skills. I notice another pony wandering around the park singing a tune it looks like it. So I fly down to say hello.

“Hello, whats your name?” I ask the pony that was singing a sweet tune.

The pony happily answers, “Hello, my name is Jake. What's yours?”

“Hello Jake, mine is Alex." I smile back.

"Hey Alex, what's with your Wing?” He asks noticing that I had my wing wrapped in a bandages and slightly showing a sign of red.

I look at the pony that asked me the question and then think back to what happened on that night. My wing wasn’t damaged that much. However, it looks like it was enough to bring it to his attention.

“Well lets just say that I was ambushed by some Changelings a couple of nights ago, and they shot an arrow at me. I thought I dodged it but when I looked at my wing, the arrow was stuck pretty deep. So what I did is land into a bush and stayed quiet until they left.

After that I painfully flew back to my house in Cloudsdale and patched it up. Now I’m here bringing it back into shape like my other one.” I tell him.

“Wow sounds serious. Well, at least you're alright.” He smiles gladly seeing that I can fly again.

“Wait now that i think about it, something is missing.” I wonder.

“Missing? Like what Alex.” He asks.

“Wait, I know what my blueprints!” I remember.

“Your what!? Thats not good, do you remember where you dropped them?” Jake asks, hoping to help.

“I know where I dropped them but the Changelings must have stolen them. I say that because I remember seeing them take one of them.” I tell him.

“Those thieves. And I reckon that they attacked you aswell?” Jake asks.

“Precisely. They attacked me to get my plans. I wanted to fight back, but was too injured to.” I tell him.

“Hey its ok Alex. You did what you could, it'll happen. Say you want to get something to eat?” Jake asks.

“I would, but I promised Twirl i'd wait for him.” I tell Jake.

“Oh, well ok sure we can wait for a few more minutes.” Jake agrees.

“Hey you two!” Somepony says playfully.

“Huh.” Jake replies with a sense of startlement.

“Hey Twirl.” I answer with joy.

“Told you i’d come and talk.” Twirl trots to my side happily.

“Alright, now that we are all together, lets hit the Cafe.” I tell them happily.

“Well alright then lets move out.” Jake begins to trot.

But before I start trotting towards the Cafe, something is not right. I begin to hear things that are out of place. It feels like i'm a target to somepony.

“Huh, why is my ear twitching?” I start to slightly panic. “Jake what about yours?”

He stops trotting and listens, “Yeah, mine is twitching as well” He replies with a sense of danger approaching.

“Hear what? I cant hear it.” Twirl answers while trembling from a feeling of terror.

I push Twirl out of the way just in time. That was honestly the closest thing that has ever happened. I do start to wonder why somepony would attack, especially Twirl. He is only a young colt.

I help Twirl get up and ask, “You Ok Twirl? Also, anypony know what that was?”

Jake picks it up and begins to inspect the mysterious object. “It is an...an arrow?!” He jumps in shock.

Twirl gets up. “Ow, my muzzle hurts.”

I check back on Twirl. “Aw crap its bleeding!” As I scramble for my First Aid kit I always carry.

I pull out a paper towel. “Here Twirl, use this to slow the bleeding down and Jake stay with him. I’m gonna go check out what's going on.” I then begin to fly towards the direction of the shot.

“Twirl you alright?” Jake asks worried for Twirl’s safety and condition.

“Yeah I’m ok, well just startled and scared but other than that I’m ok.” Twirl says holding the paper towel to his muzzle, and wiping off the blood.

“Hey Twirl, can I ask you something?” Jake asks as he sits next to Twirl.

“Yeah Jake.” Twirl answers in a voice that shows terror and pain on the inside. Twirl then looks up at Jake.

“Does this happen a lot?” Jake asks, knowing that i'm a Wonderbolt and I might be a moral target to enemies.

“No, not at all, this is actually the first time anypony has ever tried to attack me. Even when Alex is with me nopony does anything harmful. This is really frightening to me” -sniff- “I...I...I think I’m going to. c...c...cr.” Twirl bursts in to tears.

“Uh, uh don’t cry Twirl, everything will be ok. Alex went to check out what's going on.” Jake says trying to calm Twirl as he puts his hoof over Twirl’s shoulder and hugs him.

"Ok” - Sniff - sniff - ”Jake. Thanks for staying with me.” Twirl answers in a quiet voice still trying to get over what's going on.

Chapter 2: The Attack

“Well Twirl, no i’m not. The leader is actually Spitfire. What I am is a Captain of the Wonderbolt Royal Guard. Its no the highest rank, but its one a lot of Wonderbolts would like to be in.” I tell him smiling."Damn, why would anypony try to do that. That arrow was aimed directly at Twirl. Grr! When I find the pony that did that, I’m gonna kill him so brutally, he'll wish he never did this.” I snip still flying towards the shot.

“Huh what the, a muzzle flash. The only thing that would make some kind of flash like that is...a...tan... Oh no, I better warn the others. Also I better tell the Wonderbolt Guard."

“Wonderbolt Guard, come in over.” I call into my communicator hoping somepony picks up.

“This is the Wonderbolt Guard, what is it Alex, over.” The unknown pony gets my message and replies back.

“I was just scanning Ponyville and found that” - swallows - “their is an identified tank rolling towards Ponyville. Over.” I explain.

“Say WHAT! Ok, i'll contact Spitfire and the others. We'll prepare to fly down and investigate. You go and tell everypony in Ponyville to seek out shelter.” The mysterious pony orders.

“Alright understood, over and out.” I answer back showing that I understood my orders.

I fly as fast as I can back to Jake and Twirl. I even start shouting their names like something big is about to happen. “Twirl, Jake!”

“What is it Alex, what's going on?” Twirl asks.

I look down at Twirl worryingly, knowing he is very young and can potentially get killed in what's about to happen.

“Ok let me break this to you guys. I saw a tank out in the distance near the Everfree Forest. And I could have sworn that I noticed a Changeling platoon near it.” I tell them with anger and hopelessness.

“Say WHAT!?” Both of them cry.

“NOW HOW IN THE NAME OF CELESTIA DID THEY GET A TANK!?” Jake cries as he trots around begging for some kind of hope.

“We need to get to my base in Cloudsdale and get some fire power if we want to survive.” I tell them, trying to be Jake's light.

“Also, EVERYPONY GET SOME COVER, THE CHANGELINGS ARE MAKING AN ATTACK!” I shout, warning everypony in Ponyville.

Then in a second, everypony is scrambling on their hooves, running to get shelter. Some trip and fall but get up. Others are locking their doors. In a matter of seconds, it looked like the past when Zecora first came to Ponyville.

“Jake, Twirl.” I call them, “Both of you get on my back and i’ll fly us to my base.”

“Are you sure?” Twirl asks, worried that their combined weight will be a lot of stress on my wings.

“Yes Twirl is right. Your damaged wing could get torn off with both me and Twirl on your back.” Jake warns.

“No time, we need to move now!” I yell at them as I watch a tank cross the Ponyville bridge.

“If you say so.” Twirl comments back.

Both Twirl and Jake get on my back and their weight combined was so heavy, I was scared I wouldn't be able to lift off the ground, but I managed to, somehow.

"Grr, you guys are heavy. Well it doesn't matter we are almost there.” I struggle to even speak.

“Huh?” Spitfire spots me carrying two ponies and she is kinda pissed about it.

Then a Ice pony trots by and notices Spitfire is confused. “What is it Spitfire?” She asks the Fire looking pony with a Commanders suit on.

“Oh Blue Mist, I didn't see you there. Well I can see that Alex is being crazy again and is trying to fly two ponies with him.

Mist. Can you go and help our Captain out please. I don't want him hurting himself like before.” Spitfire orders.

“Sure i’ll fly down and help him.” The Ice pony accepts.

She then flies off to help me. Once she is in our view, everypony including me is a little stunned at first.

“Hey who's that Alex?” Twirl asks curiously as the Ice pony approaches.

“Oh, that’s Blue Mist coming to help us.” I tell the young Colt that's on my back.

“Hey Alex.” Mist teases.

”Hey Mist.” I blush.

“Should I help you? And you do realize that no pony is that strong. I mean you might cramp your wings or even hurt yourself. Remember what happened last time.” She teases a little more.

“Oh, alright Mist.” I give up and agree.

So she picks up Twirl and lightens the weight on my back. That helped a lot because now i'm not struggling as much to carry my friends.

“Thanks, I kinda needed that.” I tell her as we approach the cloudy looking fortress called Cloudsdale.

“No problem, and also I know you're trying to impress me, but you're going through it all wrong.” Mist nudges me.

“Hehe, yeah.” I blush a little more.

So after Blue Mist helps me, all four of us, Jake, Twirl, Mist and I land on the landing pad in Cloudsdale. “Ok the three of us need to go to my house, or as I call it, a base to armor up.” I tell Spitfire.

“Oh and Mist, thanks for helping me back there.” I add.

“No problem” Spitfire tells me without hesitation.

“No problem.” Blue Mist agrees.

So Twirl, Jake and I are galloping through Cloudsdale, towards my home. I take a quick peek and notice that the Changelings are commencing their attack. Good thing I called for Cloudsdale support, because as we gallop to my house, most of the Wonderbolts are taking off and headed towards the battle.

“Here it is guys. My home.” I tell my two friends that are alongside me.

“Wow looks, uh big” Jake says as he looks all the way up and back down.

“Well yeah. How do you think I am gonna store all my Tanks, Mechs and other weaponry I've got?!” I tell him.

“Hey Alex.” The small red pony tries to get my attention.

“Ya Twirl.” I acknowledge and turn around to face him.

“Aren't you the Cloudsdale Leader?” He asks. He also tilts his head to show the confusion in him.

“Not exactly, no i'm not a leader. I'm a captain, which is still a good rank but its that i'm just a regular soldier with elite fighting experience making it look like i'm one. However I'm just gonna stay as Captain, and to be honest I think it fits with my name, but that's just my opinion.” I explain to Twirl.

“Hey cut the chatter you two.” as Jake interrupts my explanation.

“Ok, ok you guys just want to see the inside, right?” I roll my eyes.

“Yes.” Both Twirl and Jake nod with excitement.

“Alright.” As I give in to their inpatients.

I trot over and put my hooves onto a sensor that scans me. After the scanning is complete, I step off and watch the door open next to me. I look at Jake and Twirl. They have their mouths dropped from what they see. After the door opens, all three of us trot in and the two ponies next me gaze around with interest and unbelieving.

“Wow, this stuff looks so futuristic. How do you have so much time to build these machines and weaponry.” Twirl asks, as he spots a cool looking vehicle.

“Well Twirl I don’t make it all by myself. I get some help from them.” I point at the two helpers.

One of them have a sage green armor color protecting him fully. He also has a hilt clipped to his right leg and is setting up his sniper rifle. The other is not a human. instead he is a alien. He has a dark purple armor shielding most of his body. He has a hilt clipped to his left leg and an energy gun clipped to his right. In his right hand he holds a big green looking weapon.

“Huh, it's an honor meeting you guys.” Jake says surprised as he quickly recognizes the two characters.

“Hello. But the Arbiter and I can't talk right now. The UNSC needs us.” The green armored Spartan says in a deep voice.

The Spartan then walks over and shows me his communicator.

"Ok Chief. Hey wait” - I stop him - “did you obtain or build the weapon I requested?” I ask him.

“Yes we did.” Chief tells me.

Arbiter then hands me my requested item. I take it and inspect it to make sure everything was done right. As I look at it, the two troopers walk out and leave using a Longsword Fighter.

As I look at the weapon I remember, “Aww crap. I almost forgot.” as I trot over to Twirl.

“What's wrong Alex?” The little colt asks.

“Twirl here you can help me by operating this, and I see that your muzzle stopped bleeding so no worries there.” as I hand the tool to Twirl.
“Um, Alex what is this thing and its heavy?” Twirl asks as he looks at the tool.

“Oh, its a Spartan Laser. What it does is fires a big beam from the nozzle and the laser is able to destroy on a massive scale. You'll see when you fire it.” I explain to him, also a little jealous that he is the user.

Confused at first, Twirl then takes it and trots over to an open window. He then aims down the sight. The colt then clicks the trigger and nothing happens. All you hear is a quick charging sound. He tries a second time, but this time he holds the trigger and a beam is projected to show what your gonna hit. He then lets the trigger go, not wanting to waste any shots.

"Oh how cool....”

BOOM! BOOM! BOOM!

Twirl is cut off by the explosions that went off.

“Dammit the base was hit!” I shout and try to recover my balance.

Twirl quickly re-positions the weapon and aims. “Aiming, aiming and FIRE, achoo - sniff - ”Aw no I might have missed, sorry I sneezed.” Twirl says.

“Nah, you got them, look.” I point at the big fire ball.

“Yay!” As Twirl puts the gun down and rubs his muzzle.

“I-uh-I want to go home.” As I hear Jake thinking out-loud.

“Here Twirl, your gonna need this armor if you want to withstand arrows or even bullets that get fired at you.” I tell him. I then hand him the armor.

“Thanks Alex.” He tells me while putting it on.

“No problem. Now where did Jake go, he needs armor to.” I tell Twirl looking around for the other colt.

While I’m looking for Jake, Jake is trying to find a way out. He sees me coming closer knowing that I found him.

“Oh there you are Jake” I tell him seeing that he gave up running.

As i'm talking to the sacred colt Twirl finds a cool Mech. The mach is quite big and Twirl looks up and down at it, interested to see how it works.

“Hey Alex, can I use this. I want to get some revenge on those no good, stupid, evil bugs we call Changelings.” The young colt snips and growls.

“Well, I've never seen or heard a young Colt like you ever say something that, uh evil, or well not even evil but just.....” I studer, surprised at what I heard.

“In so much anger.” Twirl adds, trying to help me out.

"Yeah, that works." I agree. “But wait I need to explain something to you. You need a driver. That machine is two pony controlled.” I explain to the red colt.

"Oh, I'll wait." Twirl says as he waits next to the Mech.

“Jake, you got to put this armor on." I Order him. “It will protect you. I mean look at Twirl, he is younger than you, but he’s ready for anything.” As I continue to persuade.

Still unsure, Jake puts the armor on. "Alex I still don't know if this is such a good idea." He tells me.

"Don't worry, you'll be fine. My armor can withstand a direct shot from even a tank. Now I'd like to go and get into the Mantis. Twirl has waited long enough." I tell Jake.

So I start to trot over to the Mantis. I can also see that Twirl has picked up a .42 magnum pistol. I climb up the ladder and get in. Inside the Mech Twirl and I get situated. Once set, Twirl becomes inpatient.

"So, Alex can we start this or what?" Twirl asks excitingly.

"Yeah, let's start this." I reply excited myself.

I turn on the power and the Mech suit comes alive. The engines start to warm up and the ammo clips begin to load up. I sit down at my chair where I control the legs and other mini functions of the machine.

Twirl watches how easy my part is but asks about his. "So, how do I control my part Alex?"

"Well it's easy, all you do is put your hooves through there and like magic, you can now move both of the arms on the suit. Which I got to say is really cool." I explain to Twirl.

So the colt trots to his platform and puts his hooves into the arms of the machine, and before you knows it, he can control them with ease.

"What I control is the rest of the suit, which is moving the legs and controlling other minor things." I add.

So now that the suit is on, I walk it out of the base. And what I like to do is jump, so I walk the suit all the way to the edge of Cloudsdale and I jump. As we free fall, Twirl get nervous and asks me what i'm doing.

"Hey Alex why did we jump, this thing can't fly." Twirl says nervously.

"Oh you have no idea" I tell him with confidence.

Right before the Mech hits the ground, I turn on the thrusts and the suit lands without damage. "See Twirl, I know what I'm doing. You don't have to worry." I tell the worried colt.

"Actually, we have to worry" Twirls tells me as he looks through his periscope.

"Why Twirl?" I ask.

"Look into your periscope and you’ll see what I mean.” The colt orders.

I look and only to find that we landed right in front of a huge army of Changelings. So the colt then takes control of the arms and we are fighting the bugs and trying to defend Ponyville.

“Twirl how do you think Jake is doing all alone up in my base?” I ask Twirl as we continue fighting Changelings.

“Don’t know, he could be either fighting Changelings or just sitting there wondering what to do.” Twirl tells me.

Back at my base, Jake sits on the ground still trying to fit his armor on. Then out of the shadows, a pony approaches him.

"Huh, who goes there?!" Jake says startled as he jumps back looking around.

"Jake is that you?" A familiar voice calls out.

"Budder, what are you doing here!" Jake answers the new colt that walked in.

"Well I was gonna join the Wonderbolts in the fight, but first I decided to stop by and sharpen my knife. I can see Alex has went because his Mantis ain't here." Budder says as begins to sharpen his knife.

"Man, what have I got myself into." Jake says not knowing what to do.

"It's your fault, but as I think about it, it's safer up here than down where the destruction is happening." Budder says while he pulls out his AK-47 to check it after sharpening his blade.

"What?! I was just trotting along, humming a tune in my head, until Alex came to say hello. Then all of a sudden Hell broke loose with Changelings attacking!" Jake shouts.

The two colts then notice a big explosion and are directed to the window. The two then watch in amazement over the resistance Twirl and I made.

"Twirl!" I shout. "Twirl I need that area clear. Fire a missile." As I point to the location.

"Ok!" Twirl agrees. He then finds and hits the red button. After pressing the button, He lifts the right arm of the Mech and aims.

WHOOSH!

A huge missile is launched. The missile travels and hits the location. Most of the Changelings are killed or wounded very harshly.

"Nice Twirl. Now If I may ask, you need to take full control of the Mech." I tell him in warning.

"What, why Alex?" He asks nervously, knowing i'm gonna do something heroic.

"Because I'm gonna go out there and take out the Queen." I tell Twirl as I open the hatch.

As the hatch is opening, Twirl begs to differ and that I change my mind. "No, Alex please don't do it” - sniff - “you might get killed." The sad pony tells me as he begins to tear up.

"Well Twirl, it's a risk I have to take." I leave the protection of the Mech. The hatch closes behind me.

"No, Alex!" He yells. "No, keep it together Twirl, just operate the Mech and give Alex cover fire." The worried colt tells himself.

I pull out my Energy Sword in my left hoof. Then I pull a Magnum in my right. I begin to eye my enemy and finally threaten. "Come at me Changelings!" I shout. “You can’t win. We are too powerful for you to take out!” I continue.

"Ahahaha!" The Changeling Queen laughs. "Changelings aim our tank at him!" The queen orders, as she takes me as a joke.

"Ok Crystalis." A Changeling soldier replies, as they drive another tank into the battlefield.

"The hell, we're did you get another tank! Didn't I destroy them?" I snip under the shock and surprise thats going through me.

"Hahahaha, you thought you destroyed all, but really we have so much more than one” - she turns to the tank gunner - ”now whenever ready take the shot." She says pointing at me.

"Roger!" A Changeling acknowledges.

The tanks barrel lowers and is aimed straight at me. I start to talk to myself, as I think what to do next. “These Changelings aren't joking. But I ain't either.”

"Fire!" The Queen orders.

"As you wish." The tank gunner replies.

The gunner then pulls the fire button and a bullet is fired at me.
BOOM!

Direct hit on my chest, as smoke and other fragments launch into the air concealing my position.

"Nooooo!" Twirl nearly cries. "Why Alex, why, why, why did you do it?" Twirl says sad and angry.

"Grr, that's it!" Twirl gets the controls, then runs the Mech at the Changeling tank. He picks it up throws it at another.

BOOM! CRASH! CRASH! BOOM!

The tanks explodes. "Hehe, that's for Alex." Twirl snips.

Crystalis surprised, she picks up a rocket, takes aim and fires it at Twirl. The moment before hitting Twirl, I reflect the shot back at Crystalis, but still concealed in the smoke.

BOOM!

The rocket explodes right next to her. "How, impossible, this can't be. No. How did you survive the tank’s shot. No pony can do that!" Crystalis struggles to speak while trying to get back up with a somewhat fractured hoof.

Twirl kills the rest of the Changelings so I can capture the Queen.

"Let's just say, I have armor that can withstand more than you think Crystalis. Don't even try to underestimate me and my soldiers!" I warn her.

"Soarin, come in over." I call using my communicator.

"This is Soarin, what is it Alex.”

"I captured Crystalis.”

"That's great, Ok, me and the Wonderbolts will be there shortly".

"Copy, over an out.”

And in no time, Soarin and his team is their. They all land and surround the area.

"Crystalis, your done. Did you really think having a war against us was the best idea in the first place. We defeated you the first time, we can defeat you again!" Soarin snips.

"Hehe, did you really think it is this easy." The Queen smirks as she looks at Cloudsdale.

"What do you mean?" I ask her.

"Let's just say that my Changelings are in Cloudsdale causing chaos and destroying the place as we speak!" Crystalis says with a grin.

Me and Soarin look at each other, eyes wide, mouths open. "Crap, at this rate, our home, our base of operations, it'll all be destroyed." Lightning dust pitches in.

"No, not yet, I've got one of my troops up their. He'll be able to slow the attack down with my Scorpion Tank. It'll also give Twirl and I enough time to get up there and support" I tell them.

"Jake come in over." I call.

"Alex what's wrong, Budder and I are on…..."

"No, Jake listen, the Changelings are coming to your position. I've captured Crystalis, but the rest of the Hive army are coming. Get ready and defend. Twirl and I are on our way. Over and out!" I inform him.

Twirl and I then look up at the base worried.

Chapter 3: The Collapse

Chapter 3: The Collapse

"Hey Budder, is that a AK-47?" Jake notices the weapon.

"Why yes It is Jake." As Budder clips and re-clips the ammo.

"Uh, what are you doing with it?" Jake asks curiously.

"Just inspecting it before using it." Budder tells him.

"Oh ok. Well I'll hang over here and....Zzz." Jake drowses out.

"Yo, dude wake up I can't hold a fort by myself." Budder says as he trots over to Jake.

Smack!

"Ow, the f*ck man, that's hurts like hell!” Jake cries out while holding his head.

Budder repeats, “I said I can't defend the fort by myself, besides its no time to sleep!”

Jake trots over and smacks Budder in the face.

“Ow, what was that for?” Budder asks.

“That was for hitting me on the back of the head!” Jake says, still in a little pain.

“Dude, I had my reason, besides we can't fail Alex. If we do, Cloudsdale will fall, then the Changelings will attack Canterlot and possibly take over all of Equestria.” Budder says, being serious.

“Ok, ok, I hear you!” Jake answers annoyed. He then trots to the window and sees a commotion near the my position.

Twirl opens the door of the Mech and I get in ready to fly us back.

“Hey Alex, I got a question for ya?” A blue Pegasus asks.

“Sure, anything Soarin.” I reply back.

“Ok, what should the Wonderbolts and I do while you go up there to defend?” Soarin asks.

“Hm, what you can do is, first take Chrysalis to the Princess Celestia. She knows what to do with ponies that are bad. You can also ask Twilight Sparkle for some support. I mean Twilight and her friends know how to wield the Elements Of Harmony. They can use that as a weapon to make a shield and possibly restore some of Cloudsdale. Oh, you should also probably hoof cuff Chrysalis. Take these my custom made handcuffs. I just want to see anypony try to break out of these. And that’s about all I know.” I explain to Soarin.

“Now if you don't mind, Twirl and I have to go now.” I close the hatch to the Mech, turn on the thrusts and take off.

Twirl and I fly as fast as we can towards Cloudsdale. As we travel back, I radio in to my sound and camera system. “Ugh, how did I know they would fight.”

“I had a reason to!" Jake yells at Budder.

“Oh ya, well if we lose… wait a minute.” Budder says startled. Then his ears twitch. “Uh, Jake, did you hear that.”

Jake’s ears start to twitch. “Yeah I hear it too.” Jake says frightened. "Where's it coming from.”

“I don't know.” Budder replies, looking around trying to identify the sounds.

All of a sudden, the base doors are breached, and Changelings start spilling in. The two ponies that were fighting each other now are on their hooves and trying to fight the real enemy.

“Aw crap!” Budder jumps surprised. He then pulls out his AK-47 and opens fire.

“What the!” Jake yells startled and scrambling to find a weapon.

“We can really use Alex, right about now!” Budder says as he begins to be overrun.

Twirl and I finally land the Mech onto the Cloudsdale floor and are exiting as fast as possible.

“Twirl take my .45 cal magnum, trust me you'll need it.” I then hand the pistol to him.

“Cool, thanks. Now lets go.” Twirl says, as he starts to gallop towards the Cloudsdale street.

I finally catch up to Twirl and we are now galloping through the streets of Cloudsdale avoiding most Changelings.

"We're almost there Alex.....hey, oof!" Twirl gets tackled by a Changeling.

"Twirl, Twirl you ok!" As I stop and gallop over to help.

"Get off me you!"

Click, Boom!

Twirl kills the Changeling and gets back up.

"Nice shot Twirl." As I support him.

"Thanks Alex and no Changeling will take me down. Let's keep going." The red colt tells me.

"Right." I acknowledge.

We make it to the base and the first thing you hear is a pony screaming for help.

"Help!" Jake yells.

I pull out my hidden blade and lunge at the Changeling. - Stab - as the bug falls. "You Ok Jake?!" I ask.

"Yeah, now that you're here." He replies scared.

Also seeing that Budder is here, I get curious as to when he got here. "Budder, when did you get here?" I ask.

"Well, when you were down on the battlefield, I came to ask for a weapon and saw that only Jake was here. So I decided to stay." He tells me as he fights a Changeling.

"Oh, Ok." I reply. But before I get to fighting, I notice that the mane six, Twilight Sparkle, Apple Jack, Rainbow Dash, Rarity, Pinkie Pie and Flutter Shy, are here in Cloudsdale. That tells me that they can help push the Changelings back.

After seeing them, I quickly get back to what I was doing, which is fighting with, Twirl, Jake and Budder. As we begin to slash and fire away at the changelings something is amiss. We finally kill all of them. But then,

BOOOOOOM!

Cloudsdale is hit.

I feel the hit, but what's scary is that we start to tip and angel downwards. "Uh,uh what's going on?" Twirl asks scared and running to me to feel secure.

"If I had to guess” - I swallow - “Cloudsdale is about to go into a free fall!" I tell him.

"WHAT!?" Everyone cries as they hear what I tell Twirl.

We then hear another hit, and all of a sudden, we start to turn and Cloudsdale enters its free fall.

"Shit!" I cry. "Twirl, quick, hold on to me. I won't let you get hurt!" I speak with a worried voice.

“Hold on! Where is Mist?” I cry worried. I then look to my left and I see that their is a ship missing. “I only beg that she took it.”

I then look over on the other side and I see Jake and Budder holding on to each other. Then I yell, "Budder why don't you deploy a bubble shield now.”

“I don't think that's gonna work that well!" he shouts back.

"I don't care. I'm ready to try anything to save us!" I yell back. But its to late.

CRAAAAAASSSSSHHH!

Cloudsdale hits the ground. The base of operation, the houses of the Pegasi, destroyed.

After the dust clears, I try to move, but for a second I can't. So I give my body another few seconds. I can then feel my strength returning and I slowly get up. Then I limp over to pickup my assault rifle and a Energy Sword. I clip the sword to my right hoof, and I clip the rifle behind me. I also pick up a magnum and clip that to my left hoof.

I notice Budder twitch, so I trot over to check and see if he is alive. "Hey, Budder you alright?" I ask worryingly.

"Grr…..Alex is that you?" He asks in pain.

"Yeah it's me Budder." I reply as I try helping him up.

After he is up and on his hooves, I notice Twirl laying by some debris and I gallop over to see if he is hurt.

As I check on Twirl, Budder is limping over to check on Jake.

"Twirl, Twirl you do you hear me?" No reply. So I immediately go over to look for a pulse. I can feel a pulse so he is breathing, but is out cold.

I look around the debris and think. But then I notice something. “Hm, huh, the Mane Six!?” Shocked, I quickly trot over and check on them. “Hm Twilight made a magic shield just in time because all I see is minor injury.”

I then hear some pony land behind me. I quickly get my hidden blade out. Turn around to see that's it's only Princess Celestia. "Oops, sorry about that." I tell her as I retract my blade in shame.

"Oh, mighty fine. You were just ready for anything." She replies back. Her ears then drop as she asks, "how are they?"

"Well, they're ok, just knocked out is all." I respond back.

"Alex!” - Budder interrupts - “Jake is ok as well, but we have a problem.”

"Whats the problem Budder?" I ask with small shock.

"Look up their." As he points to the big ship above.

"What the?! A Changeling Hive ship?!" I question. "Ok, Budder, you and I are going to board it. And we are going to destroy it internally." I tell him.

"Ok, just let me get armed up and we'll head out." He replies back. "Wait are you guys thinking of taking out that ship?" The Princess interrupts. "Yeah!" Budder and I answer back simultaneously.

"Are you guys sure you want to go through with it?" She asks.

"Well but of course, we're able to handle them." I reply to Celestia. "Budder let's move out." I tell him.

"Yes sir!" Budder acknowledges.

We go and trot off, leaving Celestia and everyone else. “Good luck my young colts.” She says out loud as Budder and I trot away.

Chapter 4: Revenge

"So Alex, how do you plan on getting aboard their ship?" Budder questions.

"Well Budder, I was thinking that we fight through the Changelings and find their teleporter, cause if you look closely, you can see a purple transparent light coming from the ship. I can also see the Changelings transporting troops and equipment from it." I explain.

"Ok, we can try doing that." He agrees.

So we continue trotting along a mountainous path. “Hey Alex look up ahead, a gate.” Budder spots.

We trot up to it and its unguarded but, the gate is locked up tight. “Blast, what now?” I ask. “I mean we could set a destination” - I pull out explosives - “but the blast will be heard for miles.” “Budder, do you have an idea?” I ask.

“Well maybe…” Budder begins, but is immediately interrupted by an unfamiliar voice. "Psst, hey guys, over here.” A fire pony motions.

"Who's their?" I question.

"It's just me, Skyfire Rain" The colt replies back.

"Hello, but I've never seen you before." I tell him.

"I just moved here. Didn't know you were at war with the Changelings. Mind if I help?" He asks.

So I reply to him, "well, then, welcome to Ponyville and sorry about the Changelings, but they have been attacking for a while now. Also, sure you can help us.”

"Thanks!" He replies happily. "Ok guys, move behind cover, I'm gonna blow this joint." The new member says.

The fire pony charges up a fire ball and shoots it like he is a dragon. The fireball hits the gate.

BOOM!

The gate is breached. "Ok move, move!" I yell to them.

With guns locked, loaded and ready to go, we march in and are ready to attack. We enter the mountain which then leads to the entrance of a base. Once in we look around but the Changelings notice us and begin to charge at us.

"Guys here they come.” I take my assault rifle and give some fire, killing a few of them. I look at Budder and Skyfire only to find that they are sniping away at the Changelings that are on the bridge above us.

After we think we fought all of them...

WOOOSH!

A green blur just misses me.

BOOM!

It explodes on impact at the wall behind us. I zoom my visor in to try to see what that was only to find that it's an Elite Changeling with a Fuel Rod Cannon.

“Are you kidding me!” I yell as I look back at the Changeling Elite.

“Alex what was that he shot at us?” Budder asks.

“Well, the weapon is called a Fuel Rod Cannon and it fires uranium filled shells. If the shell hits you… you're dead on impact. If it explodes near or next to you, you’ll have major injury. Please watch out.” I tell him.

As I explain to Budder, Skyfire is tired of waiting so he takes a shot at the enemy. The bullet hits but all we find is that a cyan color glow comes from him. My ears drop as I see that the Changeling has a shield around him.

"Alex, anyway to disable it?" Skyfire asks.

"Yes, we just have to keep shooting him. That way the shield will overheat and deactivate to cool down." I reply.

So as Skyfire and I begin to give that Changeling lead, Budder has a slick plan. "Hehehe, that Changeling won't see shit.” He goes around the whole room and finally gets behind the enemy. Budder then pulls out a blade and just before he can strike, a Changeling with a Energy Sword appears from the shadows and strikes Budder. “Ahh!” Budder screams.

“Budder!?” I question as I hear the scream. So I fly over and see another Changeling Elite. “Great there are two of them. This day can't get any worse now can it.” I speak to myself in sarcasm.

I pull out a Magnum and shoot at the Changeling once and then he starts to come after me. Budder sees that I'm purposely distracting him, so he gets a hidden blade and - stab - he stabs the Changeling Elite in the back and he is down.

The other changeling is still fighting Skyfire, so Budder crabs the energy sword from the dead one and lungs at the second one. The changeling notices Budder’s actions, so he turns ready to melee Budder, but just before he does, I pull out my sniper rifle and snipe the Changeling's hoof. The enemy moans at the pain and then Budder strikes him for the finish.

"Well that was interesting, was it?" I ask.

"Well it could have been worse." Skyfire replies.

"Let's keep going." I reply back.

So we continue to move through the base. We then trot up some stairs and they take us all the way to the top of the building.

"That's a lot of Changelings and Elites." Skyfire says surprised.

"Guys, I have an idea. See that snipers nest." As I point to it. "Well one of you guys go up there and give us cover fire."

"I'll go." Skyfire agrees.

“Cool. Budder and I will try to draw them out. Lets go Budder.”

“Right!” Budder acknowledges.

So, Skyfire has to fight a few Changelings along the way, but its nothing he can't handle. He climbs up the stairs and gets into the snipers den. When their, he finds a .50 cal sniper rifle and a few clips of ammo. He picks it up and positions himself.

“Skyfire do you read me. Over.” I call on the communicator.

“This is Skyfire, I read you Alex. Over.” Sky responds back.

“Ok, Skyfire do you see us?” I ask.

“Ah No, wait there you are. I see your light signal.” Skyfire answers me.

“Ok good. Follow my and Budder’s path. Once you see enemies in front of us, kill-em all.” I tell him.

So Skyfire follows our path as we move across the base floor. “Budder see anything?” I ask.

“No, nothing yet.” He responds.

Then when Budder and I are about to move near a building, Skyfire calls.

“Alex, come in, there are two patrols coming your way. Hold up, I've got them.” Skyfire warns.

“Alright, take them out.” I acknowledge.

Skyfire takes aim, adjusts his sight and fires. It drops the first Changeling. Now they are alert.

“Skyfire this is Alex. There is way too many for you to take out alone. We have to go loud.”

“Ok. I'll make the signal shot. Once I drop that Golden Changeling, 1 click to your right, you guys go loud.” Skyfire orders.

“Copy Skyfire, waiting for your shot. Over and out.” I answer back.
So Skyfire checks our position first, then he looks for the Golden Changeling. He finds him. Sky then follows the Goldie's walking pattern. The elite stops. “Hehe, you're done!” Skyfire scopes in, takes aim and...

“Um, Alex. What's taking Skyfire so long?” Budder whispers.

“Odd. Good question. Let me check.” I whisper back.

“Skyfire, Skyfire you their?” I call.

“What in blazes, where they come from. Alex, you and Budder get cover. My covers is blown. They found me!” Skyfire yells.

“Ok. You heard him Budder. Lets move.”

“Right.” Budder replies.

So Budder and I do our best to try and get into the building that conveniently right next to us. As we try to open the door to the building that we found, Skyfire is now fighting for his life. What he does is goes into a prone position and starts sniping at the Changelings that are coming up the stairs to the sniper’s nest.

“Where the hell did you guys come from?” He asks himself.

As SkyFire is focused on the targets in front of him, behind him is another Changeling that’s just hovering and watching what Sky is doing.

“You need any help?” The mysterious Changelings asks.

“Yes, please! I don’t know if I can take all of them myself!” Skyfire replies.

Sky then turns around to look who it is and is shocked to see a Changeling.

“Ahhh!” Skyfire pulls out his Magnum and just before he fires the Changeling identifies himself.

“Don't shoot, don't shoot! My name is Changeling Applewing. I’m neither a friend or foe. I don’t like the things that Crystalis is doing so I left. However I’m not on your team either.” Applewing explains.

“So what are you doing here?” Skyfire asks.

“Well I saw Cloudsdale be blown up by Crystalis's tanks and I said to myself that this has gone far enough. So I've started fighting off some of the Changeling resistance until I saw that.” Applewing points up to show Skyfire the Changeling ship hovering over them.

“Yeah, Alex told me about that and is it true that there is a Mac-Cannon around here?” Skyfire asks.

“Yeah the Mac-Cannon is over there, but there is a lot of Changelings to fight through.” Applewing points.

“You want to give it a shot?” Skyfire asks with confidence.

So Skyfire and the new teammate fight through all the Changelings and make it to the Cannon. Sky then gets in and begins to learn the controls.

“Ok, Applewing I think I know how to use this. Also, Mind guarding my back as I operate the the cannon?” Skyfire asks.

“Sure I can cover you.” Apple replies.

Skyfire then grabs the controls and starts to takes aim. “Hey Skyfire, you better hurry." Applewing reminds.

"Right, taking the shot… Now!” Skyfire yells. He then pulls the trigger.

BOOM!

A huge laser is fired from the barrel of the gun. The recoil was so great that the whole ground shakes.

The laser then hits and you can see the penetration if you look close enough. "Firing another!" Skyfire warns as he pulls the trigger again. The barrel charges.

BOOM!

It fires again. And again the ground shakes.

“What the?! They are sending drop ships, Apple.” Skyfire says surprised.

“Shoot them down!” Applewing tells Skyfire.

“Right!” Sky acknowledges.

As Skyfire and Applewing take down landing ships. Budder and I finally get inside the building. The first thing we do is look behind us to make sure nopony saw what we are up to.

“Well that was close.” I whisper.

“Yeah. Wait, hold up. Be very quite, and get down. We don't know who is in here.” Budder says cautiously.

So I listen and get down. We then slowly move through the building looking around and inspecting the hideout.

“Shh. Alex, stay here I’ll take care of him.”

“Alright” I quietly answer. I then hold my position and all I do is watch Budder’s back carefully, just to make sure nopony sneaks up behind him.

Budder slowly approaches the Changeling, pulls his knife out and stabs the guard in the back, killing him. “Goodnight.” Budder says. Then he hand signals me to move up, so I do. We continue moving carefully. Then we run into another door and what I want to do is open it. So I get to work. After a few minutes pass the door is open. Before we do anything else, we scan the area. “Hm, I think we went completely around them.” Budder tells me.

“Yeah, we did. So how do you want to take care of this situation?” I ask him.

“I don't know? You have any ideas?” Budder asks.
“Well what I’m thinking is throwing this 9-banger and blinding them. That way they won't see us coming. What do you say Budder?”

“I like that idea. Alright lets go with it.” Budder agrees.

So after Budder agrees, I throw the 9-banger and it explodes leaving the enemy blind. “NOW!” I shout. So Budder and I run at them and we are right on top of them. The enemy begins to fall back and run away.

However that was a huge mistake on us because we completely forgot that Skyfire never killed the Golden Changeling. But we continue fighting anyway.

“Hey Alex, I have a bad feeling that we forgot something.” Budder gets second thoughts.

“What did we forget?” I try asking, but its too late for Budder to answer because the Golden Changeling pins him down.

So I begin to charge at the Goldie. I pull my knife out and stab the him right on the back of the head. But he doesn't die their because their armor is thick.

The Changeling gets up and strikes me with the gun. I then fall and am paralyzed from the pain. Budder then gets up and pulls out his shotgun. “Hey asshole eat this!” he pulls the trigger.

BOOM!

Its a direct hit, but the Changeling is still up.

He groans then charges at Budder. Budder's reaction is to quickly pick up the Energy Sword next to him. So he does and and turns the blade on. He swings and strikes the Golden Changeling in the chest.

The Changeling walks backwards a few steps then gets his swords. He pulls out not one but two of them. Budder looks intimidated but starts to sword fight anyway.

As Budder fights the Changeling, I lay on the ground watching in pain. I then begin to contact Skyfire. “Grr, Skyfire come in this is Alex, do you read. Over.”

But I get no reply. “Skyfire! I cry, Come in we need you!” But still nothing, all I hear is static.

“Dammit Sky, when we really need you, you don't reply. Well looks like this is it. If Budder fails this fight its all over.”

But when all hope is lost...

Whoosh!

I see a sniper bullet fly over me and it hits the Goldie. Its a head-shot on the him. The Changeling collapses, but is still alive. Budder walks up to him, “Heh, looks like you're finished. You had no chance, you know that, right? Its time for me to make the final strike.” Budder then takes the Energy Sword and stabs the Changeling through the abdomen.

Budder then takes the sword back out, turns it off and throws it away from him. He then trots over to me to help me up.

“Alex you ok? Here give me your hoof, I’ll help you up.”

“Alright.” I moan. I give him my hoof and he lifts me up.

I’m standing, but their is pain all over my body.

“Alex will you be able to continue moving?” Budder asks.

I moan a yes to him, but really I shouldn't be putting this much stress to my body. I then look up at the Mac-Cannon, because I did notice the weapon being used. So I pull my visor down and scope in to find that a Changeling is up their.

“Alex come in, this is Changeling Applewing. I see you, don't shoot I’m a friend and that was me that took down that Goldie by the way.”

“Really?! Well nice work. Hey, is it clear up their?” I respond back.

Apple takes a look around then replies, “Yeah, its clear.”

But then we hear an explosion. “Whoa, what was that? Is Skyfire still shooting that thing?” I jump.

“No, I’m not even in it.” Skyfire radios me.

Then we all look up at the Changeling ship and see that parts of it are exploding off. All of a sudden, a huge laser is fired from it. I try and shout to Apple and Skyfire to get off of the platform, but its too late and its hit.

The cannon gets blown off and part of the ground is ripped off as well. “Skyfire. Apple. Can you hear me? Are you guys ok?” I shout in shock.

The two ponies get back up a few minutes later, but injured. Then the next thing we see is drop ships, and not one, but hundreds coming to raid us. Budder and I then quickly spring up and gallop over to save the two injured ponies.

“You guys alright?” Budder asks.

I hear coughing. “Skyfire is that you?” I call out. But he doesn't respond. Then all we see is Sky float up into the air, and begin to glow. “Skyfire whatever you are about to do, well don't. Its suicide. SKY!” I cry. However he ignores me and releases his energy exploding like nothing we have seen before.

The shock-wave is so intense that it even sends the drop ships off course. That shock-wave also wakes Apple up. After the explosion we don't know what happens to Skyfire. I do know he is alive, because my heart beat sensor that my armor has is equipped with is telling me. But, that still hurts us because now, there's only three of us left.

My idea is to get away from the area and try to create some kind of defense. But that’s not an option. So all we do is get off the structure and regroup in a field with fixed turrets and other weaponry.

We arm up and take our positions. “Well guys its been nice knowing you.” I start.

“Its been a wild ride Alex.” Budder picks up.

“Same to you Budder.” I tell him back. “Oh, and Applewing. If we make it out of here alive, i'll never forget that you came in to help us against such difficult odds.”

“Alex, I didn't really agree with the Queen when she said, lets go take and destroy Cloudsdale for good. In my mind that was unacceptable.” Applewing shortly explains.

Hundreds of drop-ships land near our position and the enemy begin to prepare for their final assault.

“Well guys, this is it. Guns ready and eyes on the target.” I remind them.

“Once the ship gates open, give em hell.” Apple strategies.

“Right!” We all agree.

“In 3… 2...1...Open fire!” We all yell.

Changelings and Golden Changelings all start pouring out of their ships like no tomorrow. My team and I just unload our guns like nothing.

Once our guns go empty we get on the mounted turrets and go back to unloading shells, but their are just way too many that the enemy begin to surround us and attack our position.

“Alex! Guard the entrance!” Budder yells to me.

“Hard copy!” I acknowledge.

Changelings then try rushing the entrance but I’m their pushing them back.

“Apple look out!” Budder shouts. But Applewing gets shot right in the left hoof and goes down.

“Ahh! Alex, I’m down! I’m down!” Apple screams.

“Don’t worry I got ya.” As I trot over to help him.

Then he points a gun at me. “Alex gun!” Apple shouts, so I duck and he fires at the Goldie that was about to strike me down.

“Thanks, now let me help you.” I tell him concerned.

“Right!” Apple allows me.

“Grrr! I can't kill them all!” Budder shouts. Then Budder gets shot in the chest and falls.

“Alex, you're the only one left. Forget about us, save yourself!” Budder yells.

“NO! I’m not leaving you guys! I know what I must do.” I deny him grinning.

“Alex don't! Whatever you plan on doing. Well forget it. Its suicide.” Apple joins in.

“Alex!” They shout, but I deny them and carry out my plan.

“Changelings!” I yell at the enemy. “Try to take me out! Just try! You aren't winning no matter WHAT you do! This is my fight and will be my victory!” I yell readying myself for the worst. Then all at once they all open fire at me.

Luckily for my armor it has a shield, so i'm kept safe. They continue to fire at me, but no matter what they did, I was unaffected.

I draw out my weapons and just open fire and start to spraying bullets like crazy. My weapons then go empty and I grab the last two weapons i have on me. My Energy Sword and Magnum.

I jump over the fence and go at them, trying to keep them off my two injured friends. I slice one of them, head shot another. I can swear I'm doing more damage to them then they are to me.

But then the worst happens. They have an artillery in the back that I don't even notice.

BOOM!

The plasma explodes next to me. I get up only to find that my energy shield has been EMP'd.

Then out of nowhere, seven Elite Changelings come after me. They have their eyes only on me. I get my Energy Sword ready for a duel. At the corner of my eye, I notice my team slowly getting their communicators ready to call for back up. I just hope they can reach somepony in time.

I focus back and watch the Changelings keenly in the eyes. I make my first move. I take the Energy Sword and stab one of them, twist my body to the left and slice another. Two of them charge at me, but I pull out a knife and stab one of them in the neck while blocking the other.
I then push him back and charge, but that was a mistake. He punches me in the chest and I go down. The final four Elites watch me waiting for my move. Then the leader of that group trots over to me, takes his Sword and goes for the blow.

With all the energy I have left, I roll to the right, get up and punch him square in the face. He gets thrown back. The other three surround me. I pull out my hidden blade take aim and fire. The blade that's fired penetrates right through one of them and he falls. Then the other two come at me, and I pull out my knife and throw it at the closest one. It stabs him right in the chest and he collapses, bleeding to death.

But the last one is able to punch my back, which he does. I fall to the ground, then quickly look up and just before he strikes me with his Energy Sword, I catch it.

It burns in my hooves but I keep holding. I move it slowly to the side then roll to the left, get up and punch him in the face. I then go for a gun that's on the ground, pick it up, aim and fire. He deflects it using the sword and he runs at me slicing the gun in half but shows me his back.

In those few seconds I tackle him and steal his knife and finally stabbing him. I get up and leave the knife wedged in his neck letting him bleed to death. But the leader catches me by surprise, turns me around and tries to punch me, but I catch his fist and begin to twist his hoof.

I then quickly turn his hoof the other way and the force drops him to the ground. As he lays their, I raise my hoof and two electrocuted blades appear. I'm just about to strike him but he rolls to the left and punches me in the side.

I regain my balance but the moment I face him, he charges and swings his blade and it strikes me in the chest. I collapse and he trots over and picks me up by my head and aims the sword at me. But before killing me, he first begins to speak.

"Hehehe, you have fought hard and have held your ground against us and truly I wish I could spare you and make you one of the Changelings, but the Queen would not be ok with that. So without further ado, I'll do what I must, which is kill you.”

As he pulls his hoof back and readies himself, I take the time to look at his face and I could swear that I saw a tear in his eye. I glance at his hoof and its shaking. He takes a deep breath then exhales stopping the shaking and stopping the tears. I put my head up and close my eyes. I then swallow and and stay frozen.

Before he does anything, the last thing I hear from him is, “I'm sorry, it had to come to this.” then he moves with his plan and thrusts the sword forward.

Chapter 5: The Mare Who Saved Me

A few minutes pass and i'm still breathing. I open one eye and look down at my chest. “The blade is still positioned inches away from me.”
I then open my other eye only to find that he is staring at me, frozen like something huge happened behind me.

I turn my head only to see nothing. “Um, you gonna execute me or just have me hang in your hoof?” I ask. But he says nothing. All of a sudden, I feel his grip release and I fall to the ground with him. All I do is lay there flat on my belly.

As I lay, I turn my head up to see forward. “What the hell was that? Wait, whats a throwing knife doing in his neck. I didn't throw it, and my teammates stayed in cover?!” I ask myself in shock.

Then out of the shadows I see a pony covered in a snowy mist trotting towards this way. “H...hello? B-Budder, Apple, is that you?”

“No, its neither of them” The mysterious Ice pony says.

“W-Wait that voice, Blue... Blue Mist is that you?!” I ask.

“Wait, ALEX!!” The pony gallops over and comes to my aid. “Alex it is you?!”

“Mist, what are you doing here. I-its too dangerous...” She cuts me off as she puts her hoof on my mouth to quiet me down. I also start to blush a little.

“Don't worry Alex, I got this. And you're forgetting, I have Ice powers.” She starts but then I notice her ear twitch.

Mist then pulls a pistol out and aims it at me. “ALEX, GUN!” She yells and I get down. Then she fires. I look back only to see a changeling fall. “That was close.” I tell her.

“A bit too close.” She tells me.

“Wait what about all the other changelings and the ships that are in the air?” I ask Blue Mist.

“Alex look up.” She tells me. So I do and all I see is three Wonderbolt ship cruisers hovering over us ready to attack. “Blue Mist, where is the changeling ship?”

“Look right in the back.” She points.

“Oh.” I’m shocked. The ship is exploding and is headed for the ground. Then I hear a huge gun get fired, and I watch it rip a hole right through the enemy ship. Then a bright flash happens.

BOOM!

The ship explodes with fragments going everywhere. Luckily its far enough that the fragments land in an abandoned area that nopony uses for living.

I then look towards the cannon area and all you see is the changeling drop ships getting their butts out of there and flying off into the distance. Finally they disappear. “Hey Mist, are Changeling Applewing and Budder ok?” I ask worried.
“Don’t worry about them. They're fine. They are on a medical ship headed straight back to Canterlot. There, they will be brought to the infirmary and be healed of their wounds.” She tells me.

“Oh, thank Celestia.” I say in relief.

“What about you Alex, do you need to see a medic?” Mist asks.

“Mmm, Na, I’m good.” I tell her in confidence.
She picks up my hoof. “Alex, lets go back to your ship that I borrowed to get here.” Blue Mist tells me.

“Say what? you borrowed and used one of my SHIPS!” - I take a deep breath then let it out - “Sorry Mist, for snapping like that. But its just that…..” I begin to explain but she gives me a hug to stop my worrying.

“I know Alex, but sometimes you have to risk yourself for one another. Budder told me that you risked your life for them. Even you do it and don't notice.” She explains. Mist then giggles a bit, “Now come on lets go, I want to see you fly your own ship.”

I start to blush a little more, “Ok, ok.” I respond. So we start to trot towards the ship, Blue Mist still is supporting me cause I’m heavily injured from the battle.

“Ugh, finally this silly thing is over. And to say the truth, if it wasn't for you, I wouldn't be standing here right now. All I want to say is thank you so much.” I tell her as I open the door of the craft.

“Well of course I would come to rescue you. I can't let you die. Things just wouldn't be the same without you.” Mist tells me, trotting in with me and closing the door behind us.

I trot over to the controls and Mist sits down into a chair next to mine and hands me the keys. I take them and put the keys into the ignition and turn. The ship turns on and thrusts come from
underneath lifting it into the air. After about 15-20 minutes of flying, we finally close into what was known as Cloudsdale.

I slowly look for a landing spot. “Spitfire come in over. This is Blue Mist and Alex.” Mist orders in.

“This is Spitfire, what might you need?” Spitfire replies back.

“Can you please tell us where to land the ship.” I ask.

“Alright go north about a click from here, then locate the blue flag. There you will find Rainbow Dash waving the landing lights and just follow her from their.” Spitfire explains.

“Solid Copy.” I reply back.

So I fly the ship like told and finally find Rainbow Dash. From there, Rainbow motions us to the nearest landing platform and I finally land. I then turn the ship off and take the keys. Afterwords, Blue Mist and I open the door to the craft and trot out.
“Hello Rainbow, how you doing?” I ask.

“I'm better Alex, thanks. The collapse of Cloudsdale was catastrophic, and I bet you're about to ask how is everypony. Twilight and the others are fine, just resting in their homes. I got the worst injury. Both of my wings were severely damaged. But don't worry, it won't take that long to heal.” She tells me.

“That’s, uh good, I guess. Um, so when does the reconstruction start for Cloudsdale?” I ask.

“The last thing I was told was it’ll start tomorrow. But wait, the Royal Guard did clear all the Changelings here when you were gone and after that, we started to put the clouds back together. We have already finished the base where you're able to trot around and land but we are still working on the houses. Lets see, what else? Oh yeah, the Wonderbolts took Chrysalis to Celestia and I was told that Celestia banished Chrysalis back to Everfree Forest. So that’s news. and...” I cut rainbow off. “Ok,ok. We get it. Everything is some what back to normal. Don't worry I’ll figure out what's going on, and Rainbow Dash, you did great when I was gone.” I tell her.

“There's one important thing I do need to tell you Alex.” Rainbow Dash begins.

“And that is?” I question.

“Spitfire wanted me to let you know that Celestia is celebrating our victory at her castle. So that should be fun. All the troops will be honored at the end.” She tells me.

“Oh sweet that’s great, what do you say Alex.” Mist pitches in.

“Well, yeah I guess I cant wait, but what ever happened to Skyfire? He was in the war.” I Reply to them.

“Um, the last thing I saw, was that he soared through the sky and landed on his cloud. After that he just left. I don’t know if he’ll come to the party or not. But I did see him knocked out.” Rainbow tells me.

“I see. Well my heart beat sensor says that he’s completely fine. So I shouldn't worry. He’s more powerful than us anyway, even me.” I explain.

“Oh, where is my headquarters, by the way?” I ask Rainbow.

“I can answer that.” Mist starts.

“Your house has been built first in Cloudsdale. Its the Cloudsdale operations, and between you and me, I know where you store your blueprints so I had some really nice improvements installed. Its the least I could do for what you had to go through.” Mist explains.

“I... uh... I don't know what to say. I would never imagine you doing that.” A try speaking but am shocked for words.

“Come on Alex, lets go to your home. Also I want to patch you up before going to a royal celebration.” Mist nudges me.

So we trot over to my home, and like before, I scan my hoofs. But as the door opens, I see huge surprise. “Welcome back Alex!” All my friends shout out.

“Hey Budder, Twirl, Jake and Applewing. You guys are all right.” I jump happily.

“Yup. We've been hanging in hoping you come back in one piece.” They tell me.

“Well i'm here, but I need to get ready for the celebration. I see we have a few hours.” I tell them.

So Blue Mist and I trot into my room and she takes care of my wounds and scratches. After i'm all patched up, we trot out and get ready to leave. So we all leave together and after a few minutes we arrive. We get all the checks and are allowed to enter, even Applewing.

“Psst, Alex over here.” Applewing calls. So I trot over and ask, “What's up?”

“Ok, you know the guards that let us all in. Well I was let in too. Not complaining but just wondering? I thought they would say something.” Applewing asks.

Blue Mist trots over hearing that something is up. “Whats the matter Alex, is everything ok?” She asks.

“Well... Do you guys really want to hear what happened in the past?” I look up at them, asking.

“Yes please, it sounds interesting.” They both plea.

“Ok, its gonna be super dark. You two won't look at me as the same pony you once knew after this.” I warn them.

“Say what?! You have a dark secret.” Mist jumps surprised.

I nod looking at the floor, as the dark memories appear. “Um, can I tell you after this. Its really emotional.” I start to tear up.

“Oh, Alex don’t cry.” Blue Mist tries to comfort me.

“We can wait till you're able to. But I think I can hear the names being called.” She tells me.

So eventually my name gets called and there is clapping and medals being given out. Overall, the celebration goes well. Now its time for us to all leave, so we all do. Blue Mist, Applewing and I go to my place. I open the door and we sit down a couch.

“So Alex, can you tell us what happened.” Mist asks.

I sigh, “Yes I'll tell you.” And so, I begin.

Author's Note

And this is the end of my first fanfic, The Changelings Attack Cloudsdale, and thank you if you've read the whole story. It really means a lot to me being my first time. I also have a plan to continue after the sentence "And So I Begin." If I received any feed back i will make sure to use it for future stories i make, and ones again thank you.

Prologue

“Prepare my Hive, for I have a important mission ahead of us. Muhahaha.” The Queen laughs. She then gets off her throne and trots to the two Changelings that fought me last night.

“You two! Is it finished?” She asks.

“What the vehicles, yes they are. We even have a few more in production and some upgraded weapons with a few nifty armor modifications.” One of them explain.

“Perfect. Hahaha. Thanks to you two, we will see if that stupid pony will be able to escape this time. You guys even managed to get his blueprints. Not bad, not bad at all.” The Queen fills with power.

She then trots over to the barracks and checks on her army. “Yes! The day I was waiting for, the one we finally attack Cloudsdale. And without it, Canterlot becomes that much easier to take over.” She shouts in confidence.

“Huh? Oh its the Queen. Wait why is she so happy?” A Changeling asks himself, as he watches behind a bookcase. “Ah, I see. She wants to take over Canterlot. Wait but first drop Cloudsdale. No she can't do that. I must warn somepony.” The Changeling then starts to gallop towards the exit but is caught.

“Hey! What are you doing little one?” One of the Changeling guards question.

“Let me go!” The poor Changeling struggles.

“To bad. You're gonna get locked up for trying to break Hive code.” The second pitches in.

“I DON'T CARE!” The Changeling shouts then pulls a knife and stabs the guard in the hoof. The guard drops him and the little Changeling then whips around and breaks the guards other hoof.

The second guard charges after the little Changeling but, the little one pulls out a crossbow and shoots the guard in the head. The guard then falls dead.

The Changeling then begins to buzz away but the guard that's injured calls for backup. Then a platoon of guards fly out and chase after the small one.

“Applewing their is no escape!” They shout.

Applewing then throws a smoke bomb and escapes. The Changelings stop and the Commander is mad. “Are you kidding me!” He snips. “Lets go back and warn the Queen we have a traitor!” He continues.

The Changelings then fly back and warn the Queen. “Chrysalis we have some bad news.” The Commander begins.

“And what might that be?” She asks.

“Well one of the changelings have escaped and are going to warn Cloudsdale about our doing and your plan.” He explains.

“Hahaha, he can't and doesn't have enough time.” The Queen laughs.

“How come my Queen?” The Commander is confused.

“Because I've already sent the army towards Ponyville, and now if you excuse me I need to go. You arm up and guard our ships. Its by a cannon. You can use that in case the Wonderbolts decide to try and get behind us.” The Queen explains as she climbs into a tank.

“Will do and I wont fail again.” He salutes.

“Good boy.” Then the Queen closes her tank hatch and rides off with the rest headed for Ponyville.