Welcome to Wherever You Are

Chapters

Prologue: Insomnia
Chapter 1: The Time Before
Chapter 2: Shocking Revelation
Chapter 3: Inner Strength
Chapter 4: On The Edge
Chapter 5: Kindness Returns
Chapter 6: What is Love?
Chapter 7: Oblivious
Chapter 8: Smoke And Mirrors
Chapter 9: Dreamwalk
Chapter 10: Disaster Approaches
Chapter 11: Shift
Chapter 13: Allies
Sub-Chapter: Taken
Act II Chapter 1: Turned
Act II Chapter 2: The Weight of Guilt
Act II Chapter 3: Haste
Act II Chapter 4: Broken Rainbow
Chapter 12: The Council Of The Red Moon

Prologue: Insomnia

Rainbow Dash tossed and turned in her cloud bed. She desperately wanted sleep to fall over her, but all she could think about was the events of the day, playing through her head like a broken record. The only thing stopping her from literally screaming at herself was her adopted daughter, Scootaloo, sleeping in the other room, snoring softly.

Some element of Loyalty I am, letting them treat Twi like that... she thought to herself.

The image of Twilight Sparkle, the smartest and most strong-headed (if a bit unstable) mare she knew, bursting into tears and flying away still hung fresh in her mind. Exactly one week ago, Twilight was transformed into an Alicorn after apparently discovering her destiny or something... Rainbow didn't understand any of that magic egghead stuff. Twilight was far from learning to fly without immediately crashing back down to the ground or into a tree, but today, she flew almost perfectly for the first time. It was clear her emotions played a part in that. Rainbow Dash knew from experience that emotions can easily effect the way a Pegasus flies. Memories of the Best Young Flyer competition ran through her mind, uninvited. She was so nervous that she quickly turned from the best flyer she knew into a train wreck. She botched the first parts of the Sonic Rainboom, and only managed to complete it through the adrenaline of saving Rarity and the Wonderbolts from falling to their untimely demise. Twilight's sorrow made her take off almost as fast as Rainbow regularly did, and she flew at an impressive speed. The feeling of wanting to kick Applejack in the face quickly returned to Rainbow.

How could Applejack even think of saying that to Twilight? How could Rarity and Pinkie Pie agree with her? How could Fluttershy just... just watch without saying anything?...

At this point, Rainbow was feeling a whirlpool of different emotions. She felt sorry for Twilight. She was unbelievably angry at her friends. Most of all, she was worried about the bonds of their friendship slowly weakening.

Rainbow hoped that Twilight made it back to the library safely. Knowing that she still wasn't one of the best flyers out there didn't help her worried thoughts. She quickly dismissed the thought of Twilight Sparkle getting hurt and stranded. After all, she was the best magic user Rainbow knew, aside from Celestia and Luna. Even more so now that she was an Alicorn. Maybe she was even more powerful than them... maybe.

A soft buzzing alerted Rainbow to the tortoise suspended from a propeller across the room. Tank blinked slowly at Rainbow. When she looked over to him, he swiftly withdrew his head back into his shell. Confused, Rainbow reached a hoof to her face and was surprised to find it wet.

She had been crying. A lot.

Rainbow got out of bed and entered the bathroom to look in the mirror. There was a dark line going down each of her eyes, and her polychromatic mane was ruffled beyond belief. Now she understood why Tank hid away. She looked hideous. She slowly slumped back to her bedroom after wiping her eyes once more and quickly fixing her mane. She didn't want to care too much about her appearance, lest she end up like Rarity... she shuddered at the mere thought of such a fate; constantly obsessing over fashion and spending every waking moment trying to start a trend or make a dress.

Rainbow Dash stared at the ceiling, replaying the events of that day over and over, trying to make sense of it. She was glad Scootaloo hadn't seen the fight between the five elements. Near the end of the fight, Apple Bloom and Sweetie Belle even got involved. Rainbow couldn't believe some of the atrocious things said about her best friend by their other friends... or perhaps former friends.

Another tear rolled down Rainbow's face as she thought of their friendships actually ending. It already almost happened once, when Discord broke loose for the first time and reversed the Elements that each of them stood for. One thing Rainbow Dash knew right now was that, no matter what, at least she would always be Twilight's best friend. She just couldn't believe this was all just because...

Rainbow's concern about Twilight interrupted her own thoughts. In fact, everything Rainbow thought about seemed to involve Twilight in some way these days. Nopony knew it, and she would probably never admit It, but Rainbow cared for Twilight more than any of the others. The only pony above Twilight was Scootaloo.

She would definitely stop by the library first thing in the morning to check on Twilight. It was a shame that the fight was the first time Twilight had talked to any of the Elements (other than Dash herself) in a week. Before today, before that fight, Rarity, Pinkie, Applejack and Fluttershy all avoided Twilight. Whenever they saw her, they would quickly look away, making sure not to make eye contact. If eye contact was already made, they would run. Neither Rainbow nor Twilight could understand why their friends were behaving in such a way at first. They didn't avoid Rainbow, but whenever she asked about Twilight, they would simply stop talking and ignore her for a bit.

Maybe a quick fly around town will help me clear my head...I doubt anypony is awake at this time... except maybe Twilight.

Quickly recounting the events of the day one last time, she remembered something. She hadn't done her assignment for the weather team today. Just what was it again? Something about the Everfree forest...

Rainbow was confident that she would remember on the way. Deciding to be efficient, she did a dive directly through the wall and ended up outside her cloud mansion with a single strong flap of her wings. She quickly fixed the newly formed Rainbow Dash-sized hole by simply pulling the clouds back over it. She took in a long breath of the fresh night air, and flew off towards the Everfree forest.

Maybe she would visit Twilight Sparkle first...

Author's Note

I would appreciate any feedback, as this is the start of my first fanfic. Tell me if you like the prologue and want me to continue. If I feel confident enough, I'll make Chapter 1 ASAP.

Chapter 1: The Time Before

Scootaloo shot up out of her cloud bed, screaming, her eyes not being able to focus and flitting around at every object in the room. The picture of her and Rainbow Dash on her nightstand, the framed picture on the wall of the other Cutie Mark Crusaders, and finally the picture of Rainbow Dash and Twilight with herself in between them, being crushed by their infamous wing-hug. Her room was nothing special, with a lot of empty space on the walls and corners. It did not matter to her, because she didn't spend any of her waking hours in the room, and after what she has been through, she counted herself lucky to have a room at all, especially in the cloud mansion of the coolest pony in Equestria.

The nightmare quickly slipped from Scootaloo's mind, and she managed to stop panting after a few seconds. All she could remember was screaming...

No! Don't take them from me! I need them! I need my parents!

Tears were welling up in her eyes as she realized what the dream was about. She was remembering her parents being laid to rest. More tears came as she tried to remember what they looked like. It's been so long that she forgot their faces, only remembering their fur and mane color, and their eyes... the unholy look in their eyes as they were put in the ground... not remembering any other part of them, even their voices, made it so much worse.

She decided to try and sleep again, as she didn't want Rainbow Dash to see her tears and think less of her. She had never seen Rainbow cry, before today, and frankly didn't think she ever would. It must have been too uncool for her, so if she cried, that would make her less cool.

Right?

Finding herself unable to sleep, she remembered that she has told Rainbow Dash of her nightmares before, one night when they all went on a camping trip. Telling her taught Scootaloo how to face her fears, so it couldn't hurt to do it again...

...Right?

The filly jumped out of bed, using her tiny wings to balance herself as she was still disoriented. Coming to Rainbow's room, she found it empty. A singe of panic rushed over her, before she saw the irregular shape of the clouds on the wall. She had seen Rainbow do this "wall dive" before in the few weeks she has lived here. Her thoughts were confirmed when she walked to the front passageway and saw a rainbow-colored shockwave in the distance and a rainbow expand from the Golden Oaks Library, headed in the direction of the Everfree forest.

Out for another midnight fly... I guess she's having sleep issues, too... I bet she's got the right idea, maybe I just need some fresh air. But why does she need to do the Sonic Rainboom all the time? Does she enjoy waking up half of Ponyville?

Stepping out of the passageway and onto the large expanse of clouds that was basically her front yard, she took in the sweet night air and looked at the beautiful, purple night sky. Thank Luna for such a wonderful sight.

Once again trying to remember her nightmare, she found herself remembering her foalhood before she came to Ponyville.

She lived a happy life in the outskirts of Manehattan, a rural area that did not share the city's tall skyscrapers and bustling roads. The cause of death for her parents was a secret that was closely guarded from her. Her parents simply left one day, leaving her with a foalsitter, and never came back. But, their bodies were found a few days later, and she was never told where.

The funeral was terrible. The caskets were open, so their death was probably not bloody and violent. However, their eyes were open, and any attempts to shut them proved futile. Their eyes... their irises were all wrong. Her mother was a Unicorn with pink fur, an indigo mane, and her eyes were normally violet like her own, or Twilight's. In fact, the first time she saw Twilight, she almost cried. Twilight reminded her so much of the mother she could barely remember. She was told her mother was the know-it-all type, again like Twilight. Even the mane and tail, except her mother did not have the pink and purple stripe. Twilight was with all of her friends at that time, including Rainbow Dash, who quickly comforted the sobbing filly and introduced her to Twilight. "See? She might be an egghead, but she's not all that scary... once you get to know her... unless she uses magic." The statement caused the entire group to burst into a fit of laughter, even Scootaloo, and Twilight's face became flushed, not in anger, but embarrassment.

Her father was an orange Pegasus like herself, with a blue mane and coppery eyes. When she looked at her parents unblinking, dead eyes, she immediately burst into tears. Their irises were turned a bright, unnatural green. Sometimes she wonders if anypony really knew what happened.

The orphanage was not the best place for her. The headmistress almost never spoke, and she was constantly bullied by other Pegasi orphans for her lack of flying ability. They would do cruel things like lifting her high into the air and dropping her, because she knew she had the ability to stop them but for some reason... she simply couldn't. Some said her wings were underdeveloped. Others said she didn't have as much magical ability as other Pegasi, which was the source of their flight ability with wings too small or their ability to control the weather patterns. Scootaloo had never touched a cloud at that point. She remembered the first time Rainbow Dash brought her to the cloud mansion, and how good it felt to walk on the clouds. Rainbow has been trying to teach her to force the clouds to rain, but so far she can only move them around and disperse some of the smaller ones by kicking them just right.

Back to the thoughts of the orphanage, she remembered when she first started taking chances. Her passion to do risky things came from taking the risk of sneaking out of the orphanage every so often, to a warehouse a bit down the street. It was still in use, and there were several times she was almost caught by workers. In one of her attempts to hide, she found a small nook in the corner hidden by a few crates. In that nook, she found it: a shiny, new-looking scooter complete with a blue helmet. Her eyes widened at the site, as she now had a means of escaping this city filled with bad memories and other foals who hated her.

There was nothing left for her here, so she wasted no time taking the scooter and plowing right through the two Earth pony workers standing in the doorway that she normally didn't use; she entered and escaped through a small hole in the roof that led to a large, attic-like space, which had a ladder down to the main area. She kept going, never stopping for anything except for her saddlebag back at the orphanage, containing some apples and other meager foods that she guiltily stole from the warehouse. Eventually, after about a day and a half of scooting, her exhausted self came upon Ponyville, where she hid from all prying eyes until she met Sweetie Belle. She remembers that day as well. She was wandering around when she finally decided to make some friends, which was difficult because she was still a blank-flank. Marveling that there were absolutely no tall buildings anywhere, even on the horizon like she was used to, she ran into Sweetie Belle, knocking her over. "Oh! I'm so sorry! I-I didn't see you a-and..." her stuttering was cut off by Sweetie Belle giggling. Scootaloo had a confused look on her face before Sweetie said "It's okay, it was an accident. My name's Sweetie Belle, my sister Rarity owns the Carousel Boutique." putting a hoof forward for a hoofshake. Scootaloo had never shaken anyone's hoof before, so it was somewhat awkward. "M-my name's Scootaloo" she replied nervously, shaking her hoof.

After a few days in Ponyville, she quickly noticed Rainbow Dash. Everypony talked about her and she even saw the rainbow colored blur in the sky a few times. After hearing her name, and that she was an apparent hero, she quickly learned everything she could about her and started following her, which Rainbow noticed. After explaining herself, Rainbow said "Heh, I like you kid. You kinda remind me of myself when I was your age. Adventurous, daring, and pretty dang cool. Come on, follow me. I'll tell you a bit about the coolest and fastest pony in Equestria." After that, Rainbow took Scootaloo under her proverbial and literal wing, and formed a sister-like bond.

After much more time in Ponyville, Rainbow could no longer stand the fact that Scootaloo was an orphan, no matter how much she claimed ability to handle herself. Rainbow was fine with it until she caught Scootaloo stealing apples from Applejack's street vendor, just 3 weeks before today. After a minor scolding, Rainbow gave the offer of adoption. "You'll never have to worry about food again, and you'll have an awesome house and a bed." Scootaloo reluctantly agreed, which led to Scootaloo's first interaction with clouds and becoming Rainbow's adopted daughter. Of course there were legal issues to clear up, but Twilight Sparkle handled it by getting Princess Celestia to pull some strings. All in all, both Rainbow and Twilight became a massive part of Scootaloo's life, and Rainbow even described Twilight as "The third coolest mare in Equestria... maybe even the second." She would sometimes tease Scootaloo with the last part. But, as Scootaloo found out, Twilight was actually a really cool mare, to her and to Rainbow.

Finally, her mind raced to the events of today. Rainbow didn't know it, bur Scootaloo sometimes hid in the trees at Sweet Apple Acres to sleep, much like Rainbow herself sometimes does. She was in one tree when she heard it.

The fight.

Applejack, Rainbow, Pinkie, Rarity and Fluttershy were all there. Applejack was yelling at Rainbow, While Pinkie and Rarity told Fluttershy to stop just sitting around and do something. From what Scootaloo heard, Applejack and Rainbow were fighting about Twilight when suddenly Rainbow's face turned a deep red and she turned and delivered a swift buck to Applejack's face, knocking her on her back.

"Use your stare on them darling! Make them stop this incessant arguing and violence!"

"I-I can't... I can only do it on animals..."

"YEAH RIGHT! I bet if you try really really really hard, you could do it on anything! Ooh! Ooh! And then you could take over the world or something because no one would be able to argue with you or fight and then we could have a FLUTTERSHY RULES THE WORLD PARTY!!!!"

Scootaloo had dozed off outside on the clouds, when she awoke to the strong beating of wings.

After groaning tiredly and wiping her eyes with her hooves, she glared up at the large black Alicorn that had just landed in front of her.

"Princess Luna? What are you doing here? Am I still dreaming?"

Scootaloo has had her dreams infiltrated my the night princess once, and would not be surprised if it happened again.

"I am afraid not" Princess Luna replied. "Something has happened, little one. It involves your adoptive mother, Rainbow Dash. There is no time to explain. Quickly now, climb on. I understand you have issues with flight" Luna bowed her forelegs to allow Scootaloo to climb on her back, holding on to her neck. She then turned, and took off away from the cloud mansion and towards Ponyville.

Author's Note

Dun dun duuuuuuuuuun. Next chapter will hopefully be out in a few days.

Chapter 2: Shocking Revelation

Rainbow Dash decided she would visit Twilight Sparkle first, just to make sure she was okay and safe. Flying over Ponyville, the only ponies she saw were Derpy and Doctor Hooves, and it looked like they were making out on a bench. "What in Equestria do those two see in each other?" Rainbow didn't crash into the Golden Oaks Library for once, actually trying to be silent rather than get Twilight's attention. She looked into Twilight's window to find her bed empty, but Spike was in his usual spot in his makeshift bed. A look of panic overtook her features. She wondered where Twilight Sparkle could possibly be. Rainbow quietly opened the window and flew in. She had perfected sneaking in the library to something of an art, with how much she did it all the time. First she would try the window, then the balcony at the top, then a different window. If all else failed, she would try the front door. Now that she thought about it, why was it that she did this so much?

Stop thinking, stupid brain. Just keep looking for Twi.

Rainbow heard a snore too loud to belong to the baby dragon, and looked down to the lower area to see Twilight slouched over her usual spot at her desk. She let out an audible sigh of relief, then quickly covered her mouth with her hoof in fear that she was too loud.

You've had a very long day, Twi. You should've fallen asleep in bed, not at your desk for once.

Twilight's head was facing to the side, towards a piece of paper next to the book her head was on. There was writing on this paper, and Rainbow's curiosity got the better of her.

Dear Princess Celestia,

Today, I learned that friendship can be a harsh, unforgiving thing. I watched three of my five best friends turn against me, and another completely ignore me. I will never fully understand Fluttershy, and I don't know if I will ever be able to now. I actually had a crush on her when I first came to Ponyville, but I got over it quickly when I realized she probably doesn't like mares, considering she seems to have a crush on Big Macintosh, Applejack's big brother. I have no feelings for her now.

Anyways, at least Rainbow Dash is still my friend. I don't know how I would go on without her constantly cheering me up. But now, I don't know if she can after what happened today. What those mares said to me is too horrendous to put on paper. I don't understand why they hate me now, or what I did to bring this upon myself, but I feel like I deserve it. I really don't know why, but it just feels like it is all my fault, whatever it is.

I tried as hard as I could and built these friendships up for a long time, to have most of them crumble in front of me like one of Pinkie Pie's special muffins.

Now that I've lost my friends, does that mean I am no longer your student? Will I be forced to return to Canterlot? I still have Rainbow Dash here, and I don't know why, but I have always cared about her more. I guess that's why I considered her to be my true best friend all this time. I eagerly await your response on what you think I should do.

Your faithful student,
Twilight Sparkle

Rainbow stood there, her jaw open, trying to process what she just read.

Twilight had a crush on Fluttershy?! She likes mares?! I'm glad she still considers me her best friend, but she's blaming herself? Oh no, what if she was forced to move back to Canterlot? I would never see her again! What are these special muffins?! Maybe that's how Derpy...

Her thoughts were cut off by Twilight's snoring, which snapped her back to reality. She stood there, watching the steady rise and fall of Twilight's chest, and Twilight's head came to rest on her crossed forelegs over the book. The only thing throwing this picture off was the tear-marks under her eyes.

She looks adorable when she sleeps... Shut up brain!

Rainbow decided it would be best to carry Twilight into bed without waking her up. She gently nudged one of Twilight's forelegs over her neck, which she used for leverage to lift Twilight up onto her back. Rainbow gently carried her up the stairs, looking at the unconscious Alicorn on her back a few times. When she reached the bed, she pulled the covers off and let Twilight roll gently off her back and onto the bed. She then pulled the covers back over her sleeping friend, nuzzling her on the cheek before turning and flying out the same window she entered.

Changing course to the Everfree forest, she decided to give Ponyville a little surprise.

"Rise and shine, chumps!"

Rainbow increased speed until she finally did a Sonic Rainboom, laughing triumphantly at the many lights turning on in the previously desolate homes of Ponyville. Derpy and Doctor Hooves only momentarily stopped to look at the large Aurora-explosion before continuing their make-out session.

She found that she had finally remembered what exactly she was doing. The top notches on the Weather Team were predicting some massive buildup of the Everfree clouds, which could be extremely bad for the town. Rainbow was in charge of keeping an eye out for this massive buildup, while also looking for any particular patterns in the clouds so the Team could predict future buildups.

After a few moments of flying further out above the forest away from civilization, she spotted something that made her come to a quick stop, as she didn't believe that she was seeing a winged purple dot out in front of her. Slowly getting closer and closer, it became unmistakable.

"Twilight? How... how did you pass me? What are you doing out here?"

"I could ask you the same thing."

Wait... that was not Twilight's voice.

"W-wha-"

Before Rainbow Dash could react, Twilight turned around swiftly, and Rainbow felt an incredibly sharp pain in her left eye. She became quickly disoriented, and crashed down into the Everfree forest.

Welcome to wherever you are
This is your life, you've made it this far
Welcome, you've gotta believe
The right here right now, you're exactly where you're supposed to be

Twilight picked up the radio/alarm clock in her purple aura.

"That could not be further," she crushed the radio into a dense little ball of mechanical scraps, "from the truth. Applejack made it perfectly clear." Twilight said to herself, before magically tossing the ball that was once her alarm clock out the window.

"Wait... why is my window open? How did I get up here? I was down there..."

Her thoughts were stopped by the sound of an explosion. Twilight quickly looked out the window to see the expanding shockwave of rainbow dance across the sky, and a rainbow streak dart towards the Everfree forest.

Of course. She really needs to stop doing this every other night. She could have at least closed my window...

Twilight's mind quickly flitted back to earlier that day as she stared at the sky.

"Rainbow said she would try to reason things out with them. I'm sure they will listen and then we can all be friends again," Twilight said to herself as she walked into Sweet Apple Acres. She got to the top of the hill just in time to hear Applejack say "I reckon none of us but you want anything to do with that purple horseapple." and saw Rainbow's face turn red. "Aww, is it because she's a fillyfooler like you? Is she yer marefriend now?" Twilight gasped as she saw Rainbow give Applejack a double-hoofed buck to the face, knocking Applejack on her back and her face immediately started swelling. "Do NOT talk about her like that!" As Applejack rose to her hooves and prepared to counter attack, she was lifted into the air from the very hooves she was about to assault Rainbow with, by Twilight's violet aura.

"What the hay is going on?!" Twilight demanded an answer.

"Well, well. The princess herself comes waltzin' into my farm like she owns the place," Applejack hissed, crossing her arms while she was still upside-down. Twilight released her magic and let Applejack fall to the ground, face-first.

"Twilight. We were just talking about you," said Rarity.

"Oh really? I don't imagine it was anything good." Twilight replied.

"Well, duh, silly! What do you think we were talking about? PARTIES?" Pinkie Pie said. No one could tell if she was being sarcastic.

"That's just like you royal types, making snide comments, thinking they are the tip of the iceberg." Rarity said, almost tauntingly.

"We don't like this Twilight, no, not one itsy bitsy bit!" Pinkie darted up to Twilight, mere inches between their faces.
"You are not getting ANY parties anytime soon, missy!" she almost whispered.

Twilight looked over to Fluttershy, who was sitting at the base of a tree, just watching this entire thing play out. Pinkie darted back to Rarity's side, a fresh expression of anger on her face.

"What ever done become of that Twilight? The one that was our friend? I reckon she's dead." Applejack insulted once more.

"Now wait just a minute here," said a voice no one expected to hear. The voice of Sweetie Belle, as she walked up to Twilight's right side.

"This still looks like the same ol' Twilight to me," said Apple Bloom, walking up to Twilight's left side from behind her, and smiling as she looked up at Twilight.

"Apple Bloom. Go inside. Now." hissed Applejack.

"But I-"

"NOW."

After a moment, Apple Bloom sternly responded, "No."

"What?"

"I said no!"

"Apple Bloom, don't make me get Big M-"

"I don't care if you get Big Macintosh! I bet he'll agree with me!"

"Big Macintosh is here?" Fluttershy asked suddenly. All heads instantly snapped towards her, and she looked away with a nervous smile, her face a bright red.

"I'll go get him now!" Apple Bloom said with a malicious expression, running off towards the farmhouse with Sweetie Belle. As the two fillies left, the fight continued.

"Now you listen here missy. Just because yer a princess now don't mean you can go actin' all high and mighty and thinking yer too good for yer friends!" Applejack just kept going.

"But I-" Twilight started.

"I'll make this perfectly clear," Applejack continued. "None of us here want nor need you and your grand princess Alicorn ways. Hay, I don't think anyone in Ponyville wants nothin' to do with you! You do not belong here, an' that's the honest truth. Right girls?

"Indeed." said Rarity.

"Yeah!" exclaimed Pinkie.

"Umm..." Fluttershy started

"N-" Rainbow Dash as cut off by Applejack's hoof in her mouth.

A reservoir of tears built up behind Twilight's eyes, and she tried as hard as she could to hold them back, but the proverbial dam burst and she sent out streams of tears down her face and sobbed, as she turned and began running. Rainbow Dash freed herself by biting down on Applejack's hoof, causing her to yelp in pain.

"Wait, Twilight!" Rainbow dash tried to chase her, but Twilight took off the ground at an incredible speed, literally leaving Rainbow Dash coughing on dust. Twilight continued to fly away at a ludicrous speed, tears falling behind her.

Twilight was finally returned to reality.

She glared out at the night sky, wondering what went wrong.

Then, she saw a cyan dot in the distance over the Everfree forest with a rainbow trailing it. There was a Violet speck a short distance in front of it. Suddenly, a green beam shot out of it and hit Rainbow Dash. The Pegasus went down into the Everfree forest, her rainbow fading just above the tree line.

"Oh no! Rainbow Dash?!" Twilight yelled, waking Spike.

"Urrgh... Twilight? What's wrong?

"Spike, I will be right back. Rainbow Dash is in trouble," she said, bounding out her open window with a few wing flaps, slowly but steadily making her way to the Everfree forest. She only wished she could fly as fast as she did earlier...

Rainbow couldn't seem to get her wings to work. That green magic beam that just hit her seems to have blinded her left eye. Rapidly losing altitude, she hit a particularly sharp branch in the worst possible place. It put a large gash up her right side and wing, and she broke through a few more on the way down.

Finally landing hard, some feathers were shaken loose and floated to the ground, in the small pool of blood that was forming around Rainbow.

Rainbow slowly lifted her head, and gasped when she saw it.

"Not you... anyone but you..."

The creature magically picked up one of the cyan feathers on the ground and held it in front of its face.

"Oh, didn't you miss me? I see you're still just as... fragile as before." Taunted Queen Chrysalis.

Author's Note

DUN DUN DUUUUUUUUUUUUUUUUUUUNNNN!!!!!!!!! Surprise for the somewhat early update, once again expect a few days until the next one.

Chapter 3: Inner Strength

Rainbow reached a hoof to her face to find blood trickling from her left eye.

"Fragile my flank!" Rainbow shouted back. "I remember that me and five others destroyed an entire army of you freaks! Right before Shining Armor did that repulsion spell and knocked you all clear out of Canterlot!"

Queen Chrysalis angrily shot another green beam of magic at Rainbow Dash, sending her rolling backwards and leaving her with some singed fur and a black patch on her rainbow mane.

Rainbow examined the damage. Even moving her right wing proved impossible, as it sent incredible pain through her entire body. She was still blind in the left eye. There was no way she was flying out of this one. Looking around, she only now realized that she was completely surrounded by Changelings. Running was not an option either.

"Yes, you and your friends." She said venomously. "Well, at first I considered enthralling you, and making you work for me against them. But, knowing you little peasants, you would likely find some way out of it. So, I think I will just end your pathetic life instead."

"You will NOT disrupt my plans again!" She shouted as she fired another shot of her foul magic at Rainbow Dash, intending to kill.

Right before the magic reached her, a lavender mare landed on the same spot Rainbow was lying on, in a way that she stood over her, shielding her. Her horn glowing purple and her eyes glowing bright white, a purple translucent barrier appeared in front of them, blocking the magic.

Queen Chrysalis grunted lowly, and Rainbow looked up at her savior. Chrysalis released the cyan feather she was holding on to, which fluttered through the air and landed into a firm spot between the mare's ear and mane.

"T-Twilight?" Rainbow stammered.

"Ah, just the Alicorn I was hoping to see. I get to kill two Pegasi with one stone. Thank you for sparing me the trouble of tracking you down."

"Princess Celestia told me Changelings were spotted in the Everfree. I guess I can confirm that now. But you are not killing anyone today, you monstrosity." Twilight said smugly.

"I beg to differ!"

Queen Chrysalis fired three more shots in quick succession, all being easily blocked my Twilight's magic, a fresh barrier appearing with and disappearing after each shot.

"Get her! Kill them both!" the Changeling Queen growled to her minions.

One Changeling sprung from Twilight's left, and she quickly turned her head and zapped it with a purple shot of magic. Another pounced from behind. She sprung both rear legs back, giving the creature a fierce double kick that knocked it back into the horde. Two more pounced, this time one on the left and one on the right. Twilight snapped both her wings out with extreme force, knocking the Changelings away with ease.

There were too many to fight like this, especially while trying to defend Rainbow at the same time. If only there was some way she could get them all out of the way at once...

Twilight mentally kicked herself for not thinking of it sooner. Immediately after the Changeling invasion on Canterlot, both Princess Celestia and Shining Armor demanded she learn the repulsion spell. She had only a few days ago finally grasped the basics, but it was still nowhere near as powerful as Shining or Cadance could do it. Still, it was her best shot.

Twilight bowed her head and closed her eyes, channeling all the magical energy she could muster.

"Kill them, now!" Chrysalis yelled. Hundreds of Changelings pounced forward. They were stopped by a small purple bubble of magic around their targets. They tried to claw their way in unsuccessfully. A few moments passed, still trying to break the barrier. Twilight's head suddenly jerked up, her glowing eyes snapped open, as a brilliant white light engulfed her, Rainbow, Chrysalis, and the rest of the Changelings.

When the light faded, most of the Changelings appeared to be incapacitated, and had clearly been knocked back a few yards. Even Chrysalis was sitting, dazed, at the base of a tree. As she once again laid eyes on her enemies, she got up on her hooves, still trembling. Many of the Changelings also rose to their hooves. Twilight saw this as her only chance. She stepped back, bowed her head, and launched herself forward, picking up Rainbow Dash and starting a sprint forward in one swift motion. Rainbow landed on Twilight's back after being lifted over her head, and wrapped her forelegs around Twilight's neck. Twilight easily rammed the weakened Chrysalis out of the way and back into the tree she was knocked against previously.

Twilight never knew she could run so fast, especially with a near-unconscious Pegasus on her back, but there was no way she was flying. Despite her sudden speed, the Changelings were catching up to her. She looked back to see one nearly close enough to grab her tail. She looked forward again just in time to see a collapsed tree, and she was just barely able to drop her legs into a crouch and slide under it without Rainbow getting knocked off. Twilight expanded her wings while doing this, knocking out the small log that was holding the tree up, which then fell on the Changeling.

Not all the Changelings were running. In fact, Twilight wondered why any of them were running, as they all had insect-like wings. As a few caught up to her, she decided she would have to fight back while running. Two flew in front of her on the left side, and she quickly shot magic at them, causing them to hit the ground and trip a few of the Changelings behind them. Another approached right next to her, on the right side. The creature rammed into her, nearly knocking her over. Twilight let out a small grunt of struggle as she rammed back with more force than even she thought she was capable of inflicting. It was knocked far off and ran directly into a tree. Two more ran up from the left, and prepared to ram at the same time. Twilight braced herself, and when the two rammed, they were stopped by a Cyan wing, knocking the duo on their faces. Twilight looked back at the smug, triumphant smile on Rainbow's face. She couldn't help but smile back. Her smile was changed when she saw three Changelings burst out from a grove of trees ahead, blocking her forward charge. Rainbow saw the problem ahead, and got an idea. She lowered both of her wings, even the damaged one, and locked wing tips with Twilight. Twilight knew what Rainbow was suggesting. As they approached the changelings who were in turn approaching them quickly, the two did a synchronized wing-flap, launching them forward and up at incredible speed. Twilight landed and stomped on the middle Changeling's head, causing it to smack into the ground face-first. The two immediately snapped their wings out at the same time, knocking the other two Changelings out of the way and into the trees, without stopping their forward movement at all. The movement of her damaged wing caused Rainbow to let out a groan of pain.

The sudden speed alone was one thing, but Twilight never thought she would be able to run for this amount of time either. This was more than adrenaline. Twilight didn't really have time to think, as there was a steep drop directly in her path. There was no way around, and if she stopped, they would both be swarmed by the Changelings. What was worse, this wasn't just any steep drop: it was Ghastly Gorge, a part that ran through the Everfree forest. The forest continued on the other side. Twilight's and Rainbow's wing tips were still locked, and Twilight looked back, as if looking for approval for what they were about to do. Rainbow simply nodded.

Repeating the same thing they did with the three Changelings, the two were launched forward and upward. A massive Quarray eel jumped up and chomped at them, coming mere inches away from them. The two glided over the entire gorge, flapping their wings a few more times. When they landed, Twilight knew better than to stop. The Changelings would still pursue them. However, a few snapped out their wings to late and went too low, and were eaten by the Quarray eel which sapped up a second time. Rainbow was looking back, and let out an overly loud laugh when she saw this. A few changelings approached from above.

"Twilight, above us!" Rainbow said anxiously.

Twilight looked up at the trio, and shot another purple magic beam at them. The magic jumped from one to another, and they all fell, nearly landing on the two ponies. This did not slow Twilight down at all, as she knew slowing down would mean certain death. She looked back once more at the horde of Changelings. When she looked forward again, there was a massive cliff rising far upwards. Looking around, it surrounded them on three sides. They were trapped between the cliff and the Changelings.

As the creatures approached, with Chrysalis in the middle of them all, Twilight began backing up until she bumped into the wall of stone. She threateningly lit up her horn at the horde, seeming to dare one to attack.

"I think this is it, Dash." Twilight said to the Pegasus still on her back.

As the horde seemingly prepared to pounce all at once, they all looked up at a large black shape rapidly approaching from the sky.

"QUEEN CHRYSALIS! WE DEMAND YOU STOP THIS MADNESS AT ONCE!" said Princess Luna in her booming Canterlot voice, as she landed between Twilight and the Changelings. Some of the Changelings actually covered their ears.

"Princess Luna? What are you doing here?" Asked Twilight.

"It's just one surprise after another today..." muttered Rainbow Dash.

"Oh, you are making this way to easy for me. Now I get to kill three Pegasi with one stone."

"Not today. My sister forbids me from ending you now without offering you a chance to leave this place. So, this is your sole warning. Leave, or die."

Queen Chrysalis started laughing at what she had just heard.

"Have you already forgotten that I am more powerful than even Celestia?! What can her little sister possibly hope to do?

Sighing, Luna lit her horn with dark blue magic. Several puffs of black smoke began appearing in front of her. After each puff faded, in its place was a black stallion or mare, Pegasus or Unicorn, or Earth pony, in shining silver Royal Guard armor. After rows upon rows of guards appeared, Luna herself took on the form of Nightmare Moon. The Changelings all began to back away in pure fear. The Unicorns of the royal guards formed in front, with shields of translucent blue magic and magically held spears. The Pegasi flew above them, pointing spears at the horde of Changelings. The Earth ponies, with spears, formed in rows behind the Unicorns. Nightmare Moon, four Unicorns and four Pegasi all landed behind the Horde as they turned to seemingly flee, stopping them.

Queen Chrysalis growled in frustration.

"Let's go! Get out of here!" As all the Changelings flew upwards and away in what seemed to be the direction of the Badlands, Chrysalis turned once more to the two ponies she had been chasing.

"And you! This. Isn't. Over." she said before buzzing her insectoid wings and flying off with her children.

"Excellent work soldiers! You are dismissed." Nightmare Moon said as she transformed back into Luna.

"Yes ma'am!" The guards said collectively as they, one by one, disappeared in the same puffs of smoke they arrived in.

Luna rushed to Twilight and Rainbow Dash. "I'm sorry I could not be here sooner. The guards had reports of an intense white light coming from the Everfree Forest, and my sister told me to investigate, with a large amount of Guards on standby just in case. Are you inj-" she stopped herself as she saw the singed fur, bleeding eye, massive wing gash, and some other less severe cuts on Rainbow. Twilight had quite a few cuts as well from the run through the forest, but it was nowhere near as bad.

"Oh my... she must get medical attention immediately!" Luna said urgently.

"I know. Thank you so much for your help Luna, we wouldn't have made it without you." Twilight replied, as she turned to start running again.

"Wait..." Twilight heard the weak voice of Rainbow Dash. "Princess Luna... could you... get Scootaloo? Please, she... needs to know..."

Luna nodded, turned, and immediately took off for the Cloud Mansion.

Twilight began running in the direction of Ponyville.

"Where are we going?" asked a very weak Rainbow.

"Where do you think? Ponyville hospital."

Chapter 4: On The Edge

Twilight found herself unable to sit in the waiting room. She was far too anxious, far too concerned for her best friend in the emergency room. She began pacing back and forth, deciding to try and think about something else. She looked around the room, actually observing it for the first time. It wasn't really impressive. The walls, ceiling and floor were simple white tile, and the floor looked like it used to be carpeted.

"We gave up trying to clean the blood stains months ago" said one of the doctors. The ceilings were decorated with long, fluorescent light-tubes that occasionally released a soft buzzing sound. There were three rows of chairs, with two back-to-back rows in the middle row, so it was actually more like four. There were about 25 chairs. A few bookcases were placed against walls, containing either children's books, magazines, or things about pregnancy and childbirth. There were also a few small tables with more magazines on them.

Twilight was the only one in the room aside from a few doctors and two nurses who were all talking to each other. One of the nurses was nice enough to actually try to cheer her up. "It's good you got her here when you did. That cut was pretty bad." The nurse said as she examined the cuts on Twilight, and treated them with some anti-septic fluids, and a bandage wrapped around a particularly bad cut on her right foreleg. Twilight's main concern was still Rainbow's condition.

She kept glancing at the door, knowing Rainbow was somewhere down the hallway on the other side.

Where in Equestria is Luna with Scootaloo? Twilight thought to herself over and over.

About nine minutes after Twilight arrived with Rainbow Dash still on her back, Rainbow was moved from the E.R. to the I.C.U.. It felt like so much longer. The nurse finally began to explain what exactly was going on in there.

"They cleaned her wing and patched it up, which was the primary concern because of the bleeding. After that, they came to notice some spreading damage in her left eye. Whatever it is, it's moving towards her brain. They may need to cut into her eye to remove it if they are unable to magically. The burns were not severe, and will be treated last. I'm confident that she will be fine."

After what seemed like forever, but was probably five minutes, she heard soft, rapid hoofsteps down the hallway opposite the one Rainbow was down. She smiled as the little orange Pegasus walked through the doorway, beaming at Twilight. Princess Luna followed close behind.

Scootaloo ran up and hugged Twilight, saying "Thankyouthankyouthankyou! Princess Luna told me how you saved Rainbow and carried her all the way here! You're my hero! I don't know what I would have done without her! Thank you!"

"How are you doing?" Luna asked Twilight.

"My best friend, the one I care much more about than my own existence, is in the Intensive Care Unit. I could be better."

All three of them eventually sat down, Twilight wrapping a wing around the shaking Scootaloo and Luna sitting opposite to them. Apparently, Scootaloo was terrified of hospitals. Twilight just couldn't understand why. After more time passed, a doctor eventually walked through the door and wiped sweat from his forehead. "She will be fine. You may see her, but she is still partially under the effects of anesthesia, so you may want to wait."

After about ten more minutes, the trio decided it was probably long enough. Twilight stood first, lowering a wing to allow Scootaloo to climb on her back from the chair. Twilight walked through the door and followed the doctor to a seemingly random room, with Luna following. He opened the door, and Rainbow immediately lifted her head and smiled brightly at the sight of her savior and her daughter on her back.

Rainbow was lying on her chest. Her entire right wing was bandaged. There was also a bandage wrapped around her head and covering her left eye. There was no longer a black patch in her mane, and there were no signs of the burnt fur. There was an IV drip with a tube extending to her arm.

Scootaloo jumped off Twilight's back and would have landed on Rainbow if not for Twilight's magic catching her in mid air and putting her back down on the floor. She jumped up and down as she bombarded Rainbow with questions.

"How many Changelings did you get? Were they scared of you? How many did it take to bring you down? How many were chasing you?
How did Twilight manage to carry you all the way here? Was the Queen there? Did you get her too? Did Luna help?"

Rainbow smiled and chuckled at her daughter bounding up and down like a puppy.

"We will leave you all alone with each other." Luna said, smiling. "We really must be getting back to Canterlot. My sister must know what has happened, and that the Changelings are indeed here once more. We wish you the best of luck." Luna walked out and magically closed the door behind her.

Rainbow finally answered Scootaloo. "Easy there, kiddo. I didn't get any of 'em. The Queen was there, and she got me good." She said, pointing to her eye, then her wing. Her face flushed slightly when she mentioned that she was so easily beat."Twilight got a ton of those freaks though! It was awesome! You should've seen her, she landed and saved my flank at the last minute, and every time they tried to jump on her, she knocked them right back! Then, she started glowing, and..."

Rainbow continued with her story, giving every little detail all the way up to after Luna saved them. She put a lot of emphasis on the chase through the forest. Sliding under the tree, ramming the Changeling into another tree, knocking right through three more Changelings, jumping Ghastly Gorge...

"Wow Twilight, I never knew you were so awesome!" Scootaloo said excitedly.

"I keep telling you, she's the third coolest pony around!" Rainbow said back, lowering a hoof to mess up Scootaloo's mane. Looking back over to Twilight, Rainbow finally noticed the Cyan feather in her mane. "Umm, Twi... you've got a little something in your mane." Rainbow said, beginning to blush.

Twilight reached into her mane and found the feather. Pulling it out, her face immediately lit up red. She laughed nervously.

"Gee Twilight, I never knew you felt that way." Rainbow teased. Scootaloo looked confused. She had no idea what the feather meant.

"Well, I could always give you one of my feathers to make up for it." Twilight teased back. The two began laughing quite excessively. Scootaloo still had no idea what to say.

"Oh, just keep it you silly filly." Rainbow finally said.

"Can somepony please explain to me what's so funny?" Scootaloo asked.

"Oh, that's right, I never told you how Pegasi show affection. Basically, When A Pegasus really really likes somepony, they offer a feather for the other pony to wear in their mane. It's a way of showing relationship and love." Rainbow explained.

"Oh, so if there are two Pegasi... or a Pegasus and an Alicorn, they both offer a feather?" Scootaloo more guessed than anything.

"Exactly." Twilight said staunchly.

"So does that mean you and Twilight..."

As if on queue, the same doctor that led Twilight into the room in the first place opened the door and entered.

"I don't believe I have introduced myself yet. My name is Hopeful Cure." He was a light tan-ish Unicorn with a caramel mane. His Cutie Mark was a beaker filled with a purple liquid, with hollow purple bubbles excreting from the top. He wore a white lab coat (at least it looked sort of like a lab coat) and square-lensed glasses.

"I oversaw the treatment of your friend here. There were a few complications, but hay, you're alive and kicking."

"Yeah, no thanks to you poking me in the eye with that horn of yours." Rainbow said accusingly.

"I thought I already apologized for that! I was only trying to help get that... thing out of your eye. It looks like it worked to me. Again, you're alive and kicking. Anyway, I came in to give you a full report on the damage, as you both may need to make some decisions. First off, there is no way you will be flying for at least three weeks, and that's with the wing alone." He said to Rainbow.

"Wow. Guess those flying lessons will have to wait, huh Twi?" Rainbow said, smiling nervously at Twilight.

"That's seriously your first concern? If anything, I thought it would be something like Wonderbolts training, or maybe how you and Scootaloo will get to your cloud house every day." Twilight responded.

"Oh horseapples! How are we gonna get home if I can't fly?"

"Well..." Twilight started. After a moment, she let out a deep breath and continued. "You and Scoots could... come live with me and Spike for a while..."

"That sounds awesome!" Scootaloo said, once again jumping into the air and hovering for a moment by rapidly buzzing her wings.

"Well, it does sound pretty cool. Are you sure about this?" Rainbow asked to Twilight.

"Of course! As long as you don't act like Applejack and Rarity did during my first slumber party..." memories of her former friends stung Twilight's eyes. Rainbow immediately felt this in her best friend, and sought to change the subject.

"So, uh, how about this eye?" Rainbow said, pointing a hoof to the lame eye.

"Unfortunately, we have no idea. We have never seen this kind of thing before. Well, there was something a little similar that one time... anyway, your eye began to discolor. We found some sort of magic in there, and it was spreading backwards towards your brain. Luckily, me and one of the other doctors manages to magically remove it. The damage is very unlikely to be permanent, as the last time we looked, it was beginning to recolor. I still wouldn't risk anything for a while." Hopeful explained.

"The wing was a bit of trouble, with all the bleeding, but again, a few weeks and you should be able to fly again. The burns were easily healed with magic, and we even managed to save your mane. You will be fine with time. I recommend you get some rest." He finished, and turned to walk out the door.

"Wait." Twilight said to Hopeful Cure. "Is it okay if... I stay here for the night?"

"Rainbow? It will be your decision." He looked to her for approval. She nodded excitedly, smiling at her new lavender roommate. "And of course your daughter can stay as well." He said before finally leaving the room, turning the lights off, and leaving the door open just a crack.

"Anyway, to answer your question from before, Scoots, me and Twilight are just friends." Rainbow said. Twilight felt her heart tug a bit from the statement, although she was unsure why. She didn't realize that her face was already turning red.

"Then why are you letting her keep that feather?" She pestered on.

"Because it's a best friends thing." Twilight quickly answered. Bothe Rainbow and Scootaloo looked at Twilight's red face, puzzled. How did she know Rainbow was about to say that exact same thing?

"Come on girls, the doctor said Rainbow didn't want to see us." Came Fluttershy's familiar voice from down the hallway.

:That's probably just whatever fancy painkillers they got her on." Came Applejack's unwanted voice.

"But he said Rainbow only wanted her daughter and Twilight in there!" Said Pinkie Pie.

"We are not leaving her in there with that... that... purple pariah!" Said Rarity.

"Hee hee, alliteration!" Said Pinkie.

Rainbow let out a sigh. "Twilight."

"I'm way ahead of you." Twilight said back to Rainbow.

She pointed her horn at the door and released her magic, causing the door to fully open and the doorway itself to be blocked off by translucent purple magic.

"You know, you could've just shut and locked the door." Said Scootaloo.

"Aww, where's the fun in that? Then we wouldn't be able to see the looks on their faces!" Twilight responded. Both Rainbow and her daughter giggled.

When the four ponies outside finally reached the door, Applejack tried bucking the barrier, to no avail.

"You let us in this instant!" Rarity commanded.

"What're you gonna do about it, fancypants?" taunted Scootaloo, as she stuck her tongue out at her best friend's sister.

"You little brat!" She yelled.

"Hay! Don't call my daughter a brat!" Yelled Rainbow Dash.

"Come on, if she doesn't want anyone but Twilight and her daughter, we should respect her decision. We should just leave now." Fluttershy said coyly. The other three turned and stared at her. She stared right back. Before long, they were all leaving the hospital, with Fluttershy staring them down like animals.

"Well, that was certainly interesting." Twilight observed. "I wonder if they noticed the feather".

With the door shut and locked, Scootaloo climbed up on the hospital bed, next to her mother. Twilight pulled up the unused hospital bed, but made sure to keep it about a hooves distance away from Rainbow Dash's bed, to prevent awkwardness.

Despite this, it wasn't long before Twilight found a Cyan wing draped over her. Twilight returned the favor and put her wing over Rainbow's, and they fell into a blissful slumber.

Author's Note

And so ends the most talkative chapter so far.

Chapter 5: Kindness Returns

"Well, Rainbow Dash, you should be excited." spoke Hopeful Cure.

"Why? I've been in a hospital for two nights and a day now, and today will be the second day. The only good part is that I have my two favorite mares right here with me." Rainbow's voice was back to its previous cockiness, no longer weak, and she had next to all of her strength back. The only things hindering her were her crippled wing and eye.

"But that's just it, Dashie," Twilight started, before she was cut off.

"Did you just call me Dashie?"

"Yeah! I figured since you call me Twi all the time, I should have a nickname for you. Anyway, today we finally get to go home."

"Finally! I can't wait to find Spike and give him a big hug! It's been forever since I've seen him!" Said Scootaloo excitedly. "Umm, not that... that's a cool thing to do or anything..."

Rainbow grinned at her daughter, still trying to look cool even though they were family now.

"I'm sure Rainbow is excited too, Scoots." Twilight said.

"Oh, so she gets a nickname too?" Rainbow said, half-laughing. "Don't get me wrong, I'm as excited as the next pony to live and sleep in a library and everything, but it's just... it's your home Twilight, and I don't wanna screw up any of your egghead stuff or over say my welcome."

"Oh, shut it Rainbow. You were always welcome there, even before all this, especially since you always come over to read Daring Do books. My home is your home, and it will always be that way. Of course, that goes for you too, Scoots." Twilight smiled warmly at the two Pegasi.

"But, you're going to need to get in the habit of using the door, and not just because of that wing." Twilight continued, bringing back memories of the constant break-ins and crashes into the Golden Oaks Library, carried out by none other than the cyan Pegasus in front of her. Twilight gave an accusing glare, and Rainbow responded with an innocent smile that soon had them all laughing.

"Which reminds me, you could have closed my window on the way out you know." Twilight said, still laughing. Rainbow, however, immediately stopped when she heard this, and her face flushed at being caught, a nervous smile crossing her face.

"I, uh, have no idea what you're talking about." Rainbow said like she was actually trying to cover it up.

"Oh, I'm sure the charming Dashie can figure it out," teased Hopeful Cure. Twilight felt the slightest hint of anger at this statement, though she was unsure why. Rainbow Dash spoke up before the doctor could continue.

"Okay, first of all, only Twilight can call me Dashie. No one else. It's just weird when you do it. Second, you are not my type, if you know what I mean." Rainbow said calmly.

"She likes mares." Twilight whispered loudly across the room at the doctor. Rainbow's calm tone faded immediately.

"Yes, thank you Twilight, because I'm sure that he didn't get it." Everyone in the room except Rainbow started laughing again. She wore an annoyed expression on her face, which faded to a slight smile after a few seconds.

"Well, uh, I recommend that you change the bandages at least once every two days. Contact us right away if the pain in your eye returns. Good luck you two!" Hopeful said as he left the room.

Twilight wrapped a wing around Rainbow, helping her get off the hospital bed and on her hooves. A chill went down her spine as Twilight playfully extended her wing to make it touch Rainbow's opposite wing. Twilight let out a soft giggle when she saw Rainbow blush again.

Meanwhile

"I still can't believe she didn't let us in!" Rarity said disgustedly.

"I still can't believe Rainbow Dash is defending her! Even after what Twilight said to all of us that day... what was it again, Pinkie? I done forgot..." Applejack said coyly.

"*Ahem.* I don't need all this pressure, and I don't need you! I never want to see you again!" Pinkie said, copying Twilight's voice perfectly.

"Umm... have you maybe, just possibly considered... that she was having a bad day?" Fluttershy said in her normal, soft voice. The other three looked at her, but quickly looked away when they remembered how she had stared all three of them down a day and a half ago.

"I mean, Twilight would never say something like that and mean it. Maybe she was stressed from all the new responsibilities she had. Being a princess probably isn't an easy thing."

"She seemed like she meant it to me." said Rarity.

"Hold up a minute Rarity. Maybe Fluttershy has a point. I mean, we never even asked her for an explanation. This wouldn't be the first time we stubbornly misjudged her and shut her out." Applejack said.

"Did you see the way she cried after you said those things to her, Applejack? I think she might have been trying to apologize." said Fluttershy.

"Well, I think she was just trying to rub it in our faces." said Rarity. "Don't forget what she said about Big Macintosh and Apple Bloom."

A fresh expression of anger crossed Applejack's face.

"Oh I remember alright."

"*Ahem.* Big Macintosh is a silent nobody and Apple Bloom is a talkative brat!" Pinkie impersonated Twilight's voice again.

"Yeah Fluttershy, how do you feel now, knowing what she said about your crush?...... Fluttershy?" Applejack turned to see that Fluttershy was gone.

"I can't believe that Lavender pony ruined my plans again!" Queen Chrysalis hit the red cave wall with her hoof, cracking the wall. She began pacing the cave room.

"I need some way to gain more power. It has clearly waned away since our invasion of Canterlot. I need a new plan. Perhaps, once I gain enough power, I could enthrall the little Twilight Sparkle. That kind of magic at my disposal would be grand! But... I would not be able to control it. Perhaps I will just kill her when I capture her. That way, she will no longer interfere with my plans!"

A Changeling quickly ran into the cave room, bowing before the Queen, and delivering his message.

"My Queen, I proudly report that we have captured the annoying Unicorn! She no longer risks blowing our cover."

"Excellent. Bring her here. I wish to extract what knowledge I can before I consume her energy. I have heard she has adept magical ability."

"Yes, right away!" the Changeling ran off, returning a few moments later with another Changeling, and the two were carrying their prize by the forelegs. Her rear legs were scraping against the ground behind her, as she was extremely weak. When they arrived in front if their Queen, they carelessly dropped their cargo, bowed, and ran off again. She was on her front legs, the back ones still flat on the ground.

Queen Chrysalis raised the Unicorn's head by placing a hoof under her chin and lifting.

"This will be so much easier if you do everything I say and answer everything I ask. If you do not cooperate, this will be much harder and more painful for you. Understand?"

No response. Queen Chrysalis asked the first question anyway.

"What do you know about Twilight Sparkle? We have seen you talking to her on several different occasions."

"The Great... and Powerful Trixie... does not consort... with monsters..."

"Your choice." Chrysalis knocked her purple hat off with her hoof, and her horn began glowing a sickening green. She began lowering her horn to the Unicorn's.

The screams of pain and agony would have been heard for miles around, if the Badlands were inhabited by any intelligent creatures.

Twilight magically opened the door, and Scootaloo quickly bolted inside. Twilight still had a wing around Rainbow Dash, helping her walk inside the library. By the time they took three steps, Scootaloo had darted up the stairs.

As the two walked up after her, they saw a certain baby dragon being crushed by a deadly Scootaloo hug.

"I've missed you so much Spike! How've ya been?!"

"Ach... can't... breathe..."

Scootaloo quickly released her death grip, and Spike was left gasping for air. Twilight and Rainbow couldn't help but laugh at the hyper little Pegasus.

"Uh, Twilight? Mind explaining the situation?" Spike asked as he finally regained his breath. "You still haven't told me anything, and all I got was a letter saying you would be at the hospital for a while."

"Well Spike, Rainbow Dash was attacked by Queen Chrysalis."

"Queen Whosawhatnow?"

"Oh, that's right, you've never heard her name. She's the Changeling Queen. You remember, the one who impersonated Cadance?" Twilight explained.

"Oh yeah, I remember! So, uh, how did you survive that? You look pretty beat up Rainbow." Spike decided to be observant.

"It was awesome!" Scootaloo bounced around excitedly. Until now, she was taking in everything the library had to offer, from the massive assortment of books to the pseudo-simple alembic on the table, to Owlicious.

"Twilight saved my sorry flank." Rainbow said hesitantly. "All that magic was pretty impressive, but she must've ran at least four miles with me on her back, and that's not including the distance to the hospital!"

"I don't think it was quite that far Dashie." Twilight said, laughing softly.

"Whoa, Dashie?"Spike's eyes widened at the nickname, and he was clearly struggling not to laugh.

"Long story." Twilight said.

"Oh, I see. You two are..."

"NO." Rainbow said sternly.

"Oh come on, you can't expect me to not think that with that name, and the feather in Twilight's mane, and the way her wing is around you..." Spike continued.

Twilight blushed and reached a hoof up to cover the feather. She also retracted her wing sharply, accidently touching Rainbow's damaged wing. She winced in pain and let out a slight groan as her gaze dropped to the floor.

"Oh, sorry! Sorry! I didn't mean..."

"It's fine, Twi. It was an accident." Rainbow looked up and smiled at Twilight.

All this time, Scootaloo was still exploring the library, not paying attention to anything that was happening.

"So, anyway, Rainbow's wing was damaged as you can see. Since she can't fly, her and Scootaloo are going to stay here for a while. I hope you don't mind feeding two extra mouths Spike." Twilight said to her #1 assistant.

"Pshh. No problem!" Spike said.

A sudden knock on the door got Twilight's attention away from her friends.

"Oh, I'll get that." She desperately needed this excuse to let the heat in her face die down.

She trotted down the stairs and to the door, quickly opening it.

"Fluttershy? What are you..."

"I can't stand those three anymore! They won't stop going on about how they think you're terrible and I hate it!"

Fluttershy wrapped Twilight in a hug, with both forelegs and wings.

"I know you aren't a bad pony Twilight. I came here to cool off. I don't have the patience to deal with Discord right now."

As Fluttershy released the hug, Twilight was baffled. Fluttershy was still her friend! This was great news! But at the same time, Twilight knew it must have been brutal if Fluttershy didn't have the patience for something. As the two walked upstairs, Rainbow and Spike, who were both in the center of the room, snapped their gaze to the two ponies.

"Fluttershy?" The two said in unison.

"Oh, uh, hi Rainbow. I didn't know you were here."

"Is it a problem if I'm here?!" Rainbow said harshly.

"Oh no no no! It's just I didn't expect to see you here, that's all."

Rainbow went over to Twilight and wrapped her good wing around her.

"Yeah, since I can't fly, Twilight has graciously offered her home to me. She's a good friend like that."

"Okay, it looks like both of you have some explaining to do to each other!" Twilight said.

Author's Note

Sorry for the longer-than-usual wait for this chapter. Hope you enjoyed!

Chapter 6: What is Love?

"So... you're not like them?" Rainbow Dash asked Fluttershy. The three ponies were all sitting, with Rainbow's wing still wrapped around Twilight, and Fluttershy sitting opposite of them.

The three were alone. Spike had gone to Sugarcube Corner to pick up a special gem cake order from the Cakes. Rainbow offered Scootaloo a chance to go with him, which she eagerly accepted. Spike was staring daggers at her as he left. Twilight's only worry was how Pinkie would react to seeing Spike if she was there.

"No, at least, I don't think so. I don't understand why they are mad at you, Twilight. Nothing they said made any sense," Fluttershy answered.

Twilight gave a somewhat annoyed glance at Fluttershy. The only pony able to answer the question of why the other three hated her was right in front of her, and yet she couldn't answer.

"They must have a pretty good reason." Twilight rolled her eyes in sarcasm as the words left her mouth.

"What do you think, Dashie?" Rainbow blushed and facehooved as Twilight said it. Fluttershy's eyes widened, as she also noticed the feather in Twilight's mane. Her face went from a look of confusion to a look of understanding.

"Oh..."

"What?" Twilight looked at them both, confused. Twilight was so oblivious sometimes, it made Rainbow want to scream. But, she also thought it was adorable how naïve and innocent she could be. Rainbow nearly laughed at the thought of Twilight, the pony who just spit in Queen Chrysalis' face to save her, being innocent in that way. "What's so funny, Rainbow?"

Rainbow only now realized that she was actually laughing. "Oh, n-nothing," she said in between breaths.

This only annoyed Twilight even more. It made it seem like they were hiding something, but Twilight knew better than to think Rainbow would lie to her like that.

When Rainbow finally stopped, her gaze shifted back to Fluttershy.

Rainbow had been watching Fluttershy carefully. First off, the way Fluttershy reacted when she saw Rainbow was unreasonable, to say the least. It made her suspicious, and she felt a knot in her chest when she thought of Fluttershy wanting to speak to Twilight alone. On top of that, she knew that Twilight used to have a crush on Fluttershy, which made her feel a bit angry. She bit her lip at the thought.

Why do I care? she thought to herself. Is the amazing, awesome Rainbow Dash jealous? Jealous of what? Why? All these questions plagued her mind like a swarm of Parasprites. After all, how could she be jealous? Unless... she had feelings for Twilight. Was this possible?

"Umm, Rainbow? Did you hear me?" Twilight's captivating voice snapped her back to reality.

"Sorry, I was just... thinking."

"That's a first," Twilight teased.

"Hay! What's that supposed to mean, Egghead?!" Rainbow stared angrily at the Alicorn under her wing.

"What do you think, Featherbrain? Oh wait, that's right... you don't." Twilight gave an evil grin to the Cyan Pegasus.

Fluttershy was looking back an forth at the two, and now she looked a bit worried. Then again, she always looks worried at something.

As the two stared onto each other's eyes, their expressions faded into smiles, and they both blushed and started laughing hysterically. Twilight rested her head on Rainbow's shoulder, and Rainbow rested her own on the top of Twilight's head. She pulled Twilight closer with her wing, and Twilight found comfort in feeling Rainbow's heartbeat as well as her own.

The three ponies all sat in awkward silence, and all had slight smiles on their faces. Finally, Fluttershy of all ponies broke the silence.

"So, uh, what were you saying Twilight?"

"I asked Dashie why she keeps blushing and stuttering whenever she talks to me."

Rainbow's face turned a bright red.

"Oh, uh, I-I just remembered, I need to go, uh... c-change my eye bandages!" With that, Rainbow pulled her wing back and darted off to the bathroom.

"Huh. That was weird," Twilight said, with a genuinely confused expression returning on her face. "What has gotten into that pony?"

Fluttershy could never yell at her friend, but at that moment, she wanted to scream at the painfully oblivious Alicorn. She decided not to, and it was an altogether bad idea to point out Rainbow's feelings. She needed to change the subject.

"So, what happened to her? I heard it involved... Changelings."

"You heard right. Queen Chrysalis has returned."

Fluttershy gasped, and a look of horror appeared on her face. She remembered their last encounter, when she had impersonated Princess Cadance. She remembered how Twilight warned them of the imposter, and instead of hearing her out, they all shunned her. Rarity, Applejack and Pinkie Pie were all acting the same way now. It's like Chrysalis carried the emotions with her wherever she went, and now that she's back, it was happening again.

"Ugh! I had nightmares about her for a week after the first time." Fluttershy shuttered as she remembered that, too. "How did she get out of there? Scootaloo said you saved her."

"I'm glad you asked me now, because I'd rather not have Dashie be the one to explain it to you. I saw her get hit by some kind of magic while she was over the Everfree. Don't ask me why she was there, because I don't fully know. I only know it had something to do with the Weather Team."

"I flew to the area where she went down. I saw Chrysalis standing there, and Dashie was in a pool of blood." Twilight took the feather out of her mane, staring at the small spot of Rainbow's blood on the top as she remembered the event. Her voice became softer. "She looked... bad. Chrysalis looked ready to kill her. I let myself drop down and landed over her..."

Rainbow washed her face with cold water until the redness disappeared. She looked up and stared at herself in the mirror. "Coward. That's what you are. Useless. Stupid. Stubborn."

She spat out insults at herself, remembering everything she did wrong, not just that day, but the last several days.

"How could you put Twi in danger like that? You should have just stayed in bed you idiot. Then you wouldn't be hurt like this, and Twi wouldn't have had to risk her life to save you just because you were stubborn."

Rainbow was actually surprised at herself for caring about Twilight more. She didn't care how hurt she was, as long as Twilight Sparkle was safe. Rainbow always had quite the ego, and sometimes Rainbow Dash only thought about one thing: Rainbow Dash. It was different now.

"How could you snap at Fluttershy like that? She only wanted to help!"

Anger filled her once more. Why had she gotten so angry at Fluttershy? Was this jealousy? If so, what was she jealous about?

"And what the hay was that? You just up and left! Coward!"

She sighed as she realized that she actually didn't know the answer to Twilight's question. Why did she act so weird around her best friend? She once again gave herself a scolding look in the mirror.

"You probably made her feel bad! She probably thinks you hate her because you're always so weird around her! Not answering her question and leaving her alone with Fluttershy probably didn't help either!"

Rainbow's eyes widened as she realized it. She had left Twilight alone with Fluttershy. The knot in her chest returned.

Rainbow Dash finally turned the faucet off and bolted out the bathroom door.

"Wow Twilight. I never knew you were so athletic."

Twilight blushed a bit at the complement. "Oh, come on. It's not that impressive. Besides, I have magic on my side."

"Even more now that you're a princess. I mean, it was amazing when you were a Unicorn, but even more now."

Rainbow Dash appeared in the doorway behind Twilight, almost sighing in relief that the two were still in the exact same spot. Fluttershy saw her, and Rainbow raised a hoof to her mouth in a 'shhh' motion.

Twilight knew Fluttershy's words were correct. She had pure magical power unseen since the days of Star Swirl the Bearded. Her magic likely rivaled that of Celestia and Luna. In fact, she could sense Rainbow Dash approaching from behind.

As Rainbow loomed close enough, Twilight teleported into the air just above Rainbow, and said "Surprise!" right in her ear. Rainbow jumped forward with a shriek of fright. Twilight fell to the ground, clenching her sides in laughter. Fluttershy started to laugh a bit as well. Rainbow's face lit up red once again.

"I'll getcha back for that one Egghead." Rainbow put on her Trademark cocky smile and sat in her previous spot.

"Yeah, yeah." Twilight sat down next to Rainbow.

Twilight rested her head on Rainbow's shoulder again, who draped her wing over Twilight again. The end of her wing touched Twilight's Cutie Mark, and she shuddered at the unexpected contact. Twilight blushed, and Rainbow simply smiled.

The silence was broken by the whirling sound of the wind outside. Twilight looked to the window, and her jaw nearly dropped at what she saw.

"Dashie, I thought the blizzard wasn't due for a few more days!" Twilight said in anguish as she thought of Spike and Scootaloo.

"I thought so too, but then again, I haven't spoken to anyone on the Weather Team in a few days. They must have decided to do it early." Rainbow noticed the worried expression on Twilight's face, and instantly knew what was troubling her. "Don't worry, I'm sure the Cakes will let them stay. I just hope Pinkie doesn't get any funny ideas."

Twilight stood up. "This calls for some hot coco!" She said dutifully. Both Rainbow and Fluttershy stared at her in confusion of her suddenly changed mood. Twilight darted down the stairs, leaving the two Pegasi wondering what just happened.

Fluttershy and Rainbow sat in awkward silence. Once again, it was Fluttershy who broke it.

"So... you and Twilight, huh?"

Rainbow's face hadn't completely returned to its natural color, and this statement didn't help. She let out a long sigh.

"No, Fluttershy. Me and Twi are not dating."

Fluttershy just looked even more confused now. "But... the feather, and the way you snapped at me, and... 'Dashie'."

"I don't really know why I snapped at you, but I shouldn't have. I know you were only trying to help." This caused Fluttershy to raise an eye in confusion.

"It's just... when I realized you were expecting to talk to Twilight alone, I got this really weird feeling. Maybe I'm... jealous. I don't know what I'm jealous about though. Maybe it has something to do with you having a crush on her, which I have to say is kinda weird because you also have a crush on Applejack's brother."

Fluttershy giggled. "I had a crush on Twilight, silly. I was just..." Fluttershy thought of the correct term. "...Bi-curious. And that was before Big Macintosh. Besides, I never had the courage to come out to Twilight, so I got over it." Rainbow Dash realized the irony of the situation. Both Twilight and Fluttershy had crushes on each other, and both got over it because they were too afraid!

"What was this feeling like?" Fluttershy continued.

"It was a knot in my chest, and it made me want to put a hole in the wall."

Fluttershy considered this for a moment, before dropping the bomb. "Sounds like somepony else as a crush on Twilight to me," she said with a wink.

Before Rainbow could respond, or even have time to think about what she just said, she was interrupted by the last voice in Equestria that she wanted to hear.

"Rainbow Dash has a crush on Twilight Sparkle?!" said the voice. Rainbow looked left, right, behind, and up, but couldn't find the source.

"Down here."

Rainbow looked down to see a tiny, flat Draconequus. He smiled up at Rainbow, who angrily sneered back. He shrugged as he slithered to the area between the two ponies, growing to his normal size as he did. He lifted one flat arm and grabbed himself by the head, lifting himself and flicking his wrist. The motion caused him to shake himself out like a towel, returning him to his normal, non-flat shape.

"What do you want, Discord?" Rainbow asked in both an annoyed and embarrassed voice.

"I just came to find my dearest Fluttershy, is that a problem?" Discord said as his face collided with Rainbow's. She pushed him away strongly, almost knocking him into a wall. "Well then. Somepony's antisocial."

"It's impolite to eavesdrop, Discord. We went over this yesterday when I caught you listening to me and Big Macintosh." Fluttershy lightly scolded her "friend".

"Oh, I know, it's just it's so much fun listening to relationship things!" Discord snapped his fingers, causing small dolls of Flutteshy and Big Macintosh to appear in thin air. "Oh Big Macintosh, I loooove you!" He said, perfectly mocking Fluttershy's voice, who blushed as a result. "I'm sorry, but I don't talk about nuthin' ever." He said, mocking Big Macintosh. He was acting out the scene with the dolls.

"That's neither funny nor accurate to what actually happened, and you know it!" Fluttershy flew up to Discord's face with an angry look. He snapped his fingers again, causing the dolls to disappear. "You're right. I'm sorry Fluttershy," Discord said with his sad, apologetic face that he used so many times on her. "Just... don't do it again." She said calmly.

"Oh, but I also heard about the fight with Queen I'm-too-ugly-so-I-steal-other-ponies-looks. I have to say, I thought she was gone after that Shining Armor pony did that purple-bubbly-spell."

Rainbow merely sighed, before asking "How much did you hear?"

"Oh, that doesn't matter, dear Rainbow Crash. I swear I will never repeat a word of it." His tongue stuck out, and he dragged it with a zip sound across his mouth, forcing it shut like a zipper.

"You know that isn't my name." Rainbow was fighting a mental battle against patience and anger, and she was losing. Discord "unzipped" his mouth.

"I apologize, Misses Rainbow Sparkle."

Rainbow had enough at that point. She dived forward and tackled Discord, pinning his arms to the floor. Before she could do anything, he teleported above her and picked her up by a back leg.

"Now, now. It was just a joke." Rainbow thrashed around, trying to break free. "Calm down and I'll let you go." Seeig no other way out, Rainbow stopped struggling and let herself hang down.

"There, see? No one needs to get hurt." He dropped the Pegasus, and she landed on her injured wing. She let out a cry of pain. "Oops," Discord said, levitating the pony back into the air. "Heh, sorry about that. It was actually an accident that time."

A purple aura surrounded Rainbow Dash and gently brought her to the floor on her hooves. She turned to see an angry faced Twilight looking at Discord, and there were three mugs floating behind her.

"What the Hay, Discord? What are you doing here?"

"What? I can't come visit my friends? It's unfortunate you couldn't all be here at once, but I understand that the friendship..." Discord snapped his fingers once again, producing floating copies of the Cutie Marks of all six Elements. He put Fluttershy's, Twilight's and Rainbow's on one side of him, and the other three on the other side. "...is divided. It's a good thing I'm reformed, or else I might have taken advantage of the current uselessness of the Elements of Harmony."

Twilight's eye twitched. "How did you..."

"Flutters told me all about it. I understand Rainbow Crash gave Jappleack a nice kick to the face." He imitated a kicking motion, producing a tiny copy of Applejack that landed on his swinging hoof and flew across the room, exploding when it hit the wall. He snapped his fingers, removing the ash that was left and fixing the dent that was created.

"You know that isn't their names Discord. It's Rainbow Dash and Applejack," Fluttershy said. Twilight levitated a mug of hot coco over to Rainbow, and another to Fluttershy, as she walked forward and sat down next to Rainbow.

"Well I could have called her Dashie or Rainbow Sp-" He was stopped by a tiny orange hoof covering his mouth, followed by a light "Shhh". He looked over to see the tiny Applejack floating next to him. "Yeah, yeah." Discord rolled his eyes and made the Applejack clone disappear in a puff of orange smoke.

"How did you know about Queen Chrysalis returning?" Rainbow asked the most annoying creature she ever had the displeasure of knowing.

"Are you kidding? Princess Moon Moon and Princess Sunbutt wouldn't shut up about it! One of the few times I visit Canterlot..."

"Discord. Names." Fluttershy said, starting to lose her patience.

"Right. Sorry. Anyways, can we go home now?"

"There's no way we're flying back in this blizzard." Fluttershy said, sipping her hot coco.

"I could just teleport us back! Like this!" Discord snapped his fingers, but was interrupted by Rainbow Dash. "Before you go, I need to ask a favor Fluttershy. Is there any chance you could take care of Tank? There's no way I can as long as I'm like this."

"No problem at all, Rainbow. But... how will I get to your home? I can't fly there right now."

"*Ahem!*"

"Oh, right. Sorry Discord."

With that, Discord snapped his fingers, and the two were gone. The mug Fluttershy was holding dropped to the floor and spilled. Twilight sighed, both in annoyance at the mess, and relief that Discord was gone. She levitated the mug up off the floor and a towel floated over. she began cleaning the mess.

Now that the thorn in her side was gone, Rainbow could finally think about what Fluttershy said. Is it truly possible that I have a crush on Twi? No, she thought. Twi is my best friend... but I get this warm feeling whenever we are together. Maybe, just maybe it's possible... but what are the chances that she feels the same? I guess I'll never know until I ask.

Author's Note

Can you feel the love? I know I can. Sorry that this took way longer than it should have.

Chapter 7: Oblivious

Just tell her... tell Twi how you feel and either get rejected or not. Just get an answer now and be done with it...

The two were huddled together again in silence. Twilight had her head resting on Rainbow's shoulder as they sat.

Why do I always feel like this around Rainbow? Why is she acting so weird? Why am I acting so weird? Do I... no. It's probably just because she stuck up for me. She's the best friend a pony could have... but is she more than a friend? Maybe I can find a book on it later...

"Twi, I..."

"Rainbow..."

They both started at the same time. They stared at each other, waiting for the other to speak. After a few moments, Twilight spoke.

"You first."

Rainbow Dash mustered every bit of courage in her body and swallowed the proverbial lump in her throat. She opened her mouth, but no words escaped. There was too much going on in her head.

Would Twilight feel the same? Would she hate me? Would she ignore me or just laugh at me? Would she even take me seriously? This is an Alicorn Princess here... she's probably too good for me anyway. There's probably some fancy law about Princess relationships. They can only be with stallions, or royalty, or maybe they aren't allowed to have any relationship at all...

"Rainbow? Are you dazing out again?"

Rainbow returned to reality and blushed. She was totally dazing out again.

The sound of a door opening and closing a few seconds later caught the attention of both of them. Twilight looked to the window to see that the blizzard had died down to a light snow.

"Mom, we're home! Heh, I've always wanted to say that!" came the voice of Scootaloo Dash.

"Oh, now you're in a good mood?" Twilight recognized the voice of her number one assistant. The two were soon at the top of the stairwell at the second floor, and Spike stopped at the sight. "Oh, are we intruding on something?" He raised an eye with each word, and had a slight grin. Twilight rolled her eyes in response to Spike's implication.

"Hey, where's Fluttershy? Did you send her to the moon or something Twilight?"

"I told you Spike, I have no idea how to do that, with or without the Elements of Harmony. Discord took her home."

"Aww man, Discord was here?! Did he mess up or eat any books? Am I gonna have to clean up after him?"

"Nah, all he did was make a small exploding Applejack, which I think was pretty funny," Rainbow chimed in. "He even cleaned up after himself. Fluttershy is really changing him."

"Yeah, I still don't know if I trust him. Then again, he hasn't done anything bad despite the Elements being useless. Yet," Twilight retorted.

Twilight finally noticed that Spike was carrying a large bag over his shoulder, and she brought it over with magic. Spike didn't let go, and was dragged along with it.

"I thought you were just getting a gem cake..."

"Yup, and I ate it. I decided that, with this blizzard, it might pay to get some extra supplies."

Rainbow's eyes widened when she saw the massive amount of hay fries and daisy sandwiches in the bag. She only now realized how sick she was of hospital food and how hungry she was.

Twilight heard Rainbow's stomach growl, and giggled. "Maybe we should eat soon. Hay Spike, what did you mean by what you said when you came in? Something about Scoots not being in a good mood?"

Scootaloo's expression switched to being somewhat blank.

"Oh yeah. Rarity and Sweetie Belle were at Sugar Cube Corner, and they were both acting... really weird."

"Spike! Is Rainbow Dash really living with Twilight? Did she have something to do with the injury?!" Rarity demanded an answer from Spike.

"Yes, and no. Why are you being so... confrontational?"

"Pshh! I bet she did have something to do with it! How did she get the hurt then, hmm?"

"Queen Chrysalis did it. Twilight saved her life. Now excuse me."

Sweetie Belle was completely silent, and didn't seem to pay any heed to either of them. She merely stared at the ground until Chrysalis was mentioned, to which her eyes widened.

Rarity's jaw dropped at the statement. She quickly got Sweetie Belle's attention, and they left without another word, disappearing into the blizzard.

"That was awfully fast-paced, Spike. Are you sure that's all that happened?"

The four sat at a table, eating the contents of the bag Spike had brought. The blizzard outside began to pick up strength again, and filled the room with an eerie whirling sound. Twilight had lit the fireplace to warm the room. She thought about using a simple heating spell, but realized that her entire home would likely be used as fuel for a fire she would likely start outside of the fireplace.

"Well, with Rarity, yes."

"Pinkie Pie was there too!" Scootaloo added in.

After a few moments, it was apparent that they were done speaking.

"Aaaaanndd?" Twilight was not satisfied with the insignificant amount of information.

"She didn't say anything to us, and I couldn't get her attention. The Cakes said she was trembling at random times all day, and mumbling something about changelings and not trusting anypony."

"Sounds like Pinkie being Pinkie to me," Rainbow said with food still in her mouth, causing bits of chewed food to fall down to her fur. Twilight rolled her eyes.

Rainbow was such a slob, but Twilight would never change that. For some reason, it was something she loved about Rainbow...

Wait... loved?

Twilight banished the thought from her mind, but a blush already started to form on her lavender face.

"Well, I think I'm done." Twilight let out a fake yawn. "I think I'll go to bed." She jumped out of her chair and began walking to the stairwell.

"Oh yeah, where are me and Scootaloo gonna sleep?" Rainbow had been meaning to ask this question since Spike and Scootaloo arrived.

Twilight raised a hoof to her chin in though. "Well, Spike and I could clean out the guest room..."

"Does that mean I have to sleep in the same bed as you, mom?" Scootaloo established about three weeks ago that she was uncomfortable with sharing a bed with anypony. However, she also disliked sleeping alone.

"Ooh! I know! I could sleep with Twilight, and Spike could sleep with you!"

Twilight quickly got her mind out of the gutter, successfully preventing a second blush.

"Yeah... Spike, you don't mind moving your bed, do you?"

"Not at all... as long as there are no Scootaloo Death Hugs in my sleep."

Rainbow let out a small squee and bolted up the stairs, leaving her empty plate behind.

"Seriously, what is up with her?" Twilight was still as oblivious as ever. Even Spike could see what was going on now, but he wasn't going to say a word about it. Rainbow would probably kill him if he did. After all, she kept his secret with Rarity...

Chapter 8: Smoke And Mirrors

Cleaning the guest room took no time at all, especially since Rainbow, Twilight, and Scootaloo all helped Spike do it. Twilight's magic made it so much easier for all of them. It only took about fifteen minutes with the four working together.

Celestia's sun had set about an hour prior, and Luna's moon now graced the brilliant purple night sky. Twilight beamed at its pure beauty, while Rainbow changed her bandages in the restroom. They both had similar thoughts in their minds... How am I gonna tell her my feelings?

"Hey, Twi! I can see through my left eye again!"

"Really? Nurse Redheart expected you to be blinded for at least a week!"

No response came from the bathroom. After a few moments, Twilight tried again.

"...Dashie?"

Still no answer. Twilight, her curiosity being piqued, walked to the bathroom door.

"Rainbow... are you alright?"

Silence.

"I'm... I'm coming in."

Twilight slowly opened the door and peeked in. She saw Rainbow staring at herself in the mirror. She opened the door fully and stepped inside.

Rainbow turned and pointed at her left eye with a hoof that was holding the bandages. Twilight merely raised an eyebrow.

"What's wrong?"

"Look at my eye! It's all messed up!"

Twilight stepped closer to Rainbow, trying to get a better look. She let out a slight chuckle when she saw what Rainbow meant.

"It's not funny! It looks stupid!"

"Why? Just because it turned from crimson to pink?" Twilight pointed at Rainbow's discolored eye.

"This is so not cool..."

"Oh, come on Dashie... I think it looks adorable." Twilight wrapped a wing and foreleg around Rainbow. She giggled again when she saw Rainbow's blush.

"I'm sure it will go back to normal eventually."

"Who knows how long that will be? Don't you have some magic that could help or something?"

Twilight rolled her eyes at the comment. She released her hold on Rainbow and walked out of the bathroom. She teleported onto her bed and pulled the covers over herself. Her eyes started to close, but snapped open when she heard Rainbow let out an "Ouch!" behind her.

She turned around to see Rainbow sit on the edge of the bed, and look down at one of her front hooves.

"What's wrong?"

"Nothing, I think I just stepped on something..." She lifted her hoof to reveal a small piece of mechanical scrap that she had apparently stepped on. "What is this thing?"

"Oh, that would be part of my alarm clock." Rainbow had a confused look on her cyan face.

"Yeah, I kind of... imploded it and threw it out the window."

"Woah... remind me not to get you angry anymore." Twilight smiled and turned around, after tossing the scrap into a small trash can next to her desk.

Rainbow climbed in right behind her, and wiggled under the covers. She decided to not put on any new eye bandages, as now she could finally see with both her eyes. The two had their backs pressed together, and their wings locked at the tips.

"So, Dashie... what are you gonna tell Spitfire?" Twilight gave a playful nudge to the mare behind her.

"This again? I told you a while ago that I don't like her that way."

"Hey, I could've said Soarin."

"Yeah, and I could've said Flash Sentry."

Twilight snorted at the mention of the Royal Guard in the Crystal Empire.

"Besides, you only stopped teasing me about Soarin when I told you..."

"Oh, that's right. That's how I find out you... swing the other way. So, I replaced him with Spitfire."

Rainbow let out a long sigh. "I actually thought I liked Soarin for a while, before... yeah. Well, it doesn't matter. I know I like somepony else anyway."

Twilight felt her heart skip a beat. Maybe she was being stupid for even considering Rainbow to be more than a friend. It was Twilight's turn to sigh now.

No point in holding on to these feelings now, I guess... unless... she means me? Yeah, I doubt it.

"Hey Twi, you know that feather you have? My feather? It's not exactly the first one I shed..."

"I know that Rainbow... but whatever did happen to the first one? I thought Pegasi always held on to it so they could give it to their special somepony."

"My first marefiend... destroyed it after we broke up." Rainbow winced at the painful memory.

"...Wow. Talk about shallow." The two shared a laugh. One thing Rainbow loved about Twilight, was that she could have a sense of humor, no matter how serious a situation was meant to be. Nothing compared to Pinkie Pie, but still.

After a few minutes, Rainbow decided she would tell Twilight now. There was no point in holding it in. Maybe Twilight would feel the same! Either way, she needed an answer. Rainbow once again mustered all the courage she could, and let out a deep breath.

As she opened her mouth to speak, she was cut off by the sound of light snoring behind her. She looked back to see Twilight was out cold. Rainbow rolled her eyes. Twi just looked so cute that way...

Rainbow leaned over and gently kissed Twilight on the cheek. She put on a warm smile in her sleep.

"Sweet dreams, Twi..."

Princess Luna paced around in front of Princess Celestia, both deep in thought and concentration. Celestia sat in her throne, watching her sister intently.

"I just don't understand, Tia. Why would she return now?"

"You're guess is as good as mine, sister. However, I do know that we will need to prepare. We may be on the verge of a Changeling War, and we cannot let another incident like the wedding happen. Anyway, we must focus on more immediate issues. Have you sensed any nightmares?"

"Not yet, sister. Not from Rainbow Dash, Twilight Sparkle, or the young Scootaloo Dash. She was not even exposed. They show no signs of being affected by the foul magic of Queen Chrysalis."

"Magic? Her mere presence was enough to cause night terrors in some of the weaker-willed ponies that were at the wedding. That poor dear Fluttershy... those touched by her magic are more likely, but... she has more than just nightmare abilities. Changelings absorb love, but Chrysalis can corrupt that power and turn it into Hate Magic."

"That is what worries me, Tia... Rainbow Dash was directly assaulted by her magic. Perhaps the doctors managed to destroy it... or perhaps they only temporarily weakened it. If so, the only way to destroy it now is for somepony very dear to her heart and skilled with magic to Dreamwalk into her subconscious, and purge the corrupted magic from the inside."

"You refer to Twilight, do you not?"

"Perhaps. The two are very close, and the young princess is very skilled in magic... but Dreamwalking can be very dangerous to both ponies involved."

"Twilight also has Pegasus magic now. It may help her enter Rainbow Dash's mind. Do not underestimate her abilities, Luna. She rivals us now with pure magical potential."

"Ah, but we are getting ahead of ourselves, dear sister. Are you not proud of your student?"

"Of course I am. But, if that kind of power was somehow manipulated or fell into the wrong hooves... it would be disastrous. However, Twilight is nothing if not pure of heart, and I am confident that anything that tries to capture her or use her for evil will be destroyed by Twilight herself. Oh, and Luna... you're getting better with saying 'I' instead of 'We'."

Luna gave Celestia a happy smile, but it was cut short. Luna's eyes turned a bright white, and her horn glowed with her dark blue magic. She closed her eyes, and when they opened, thy were normal again. Her horn, however, was still glowing.

"It's happening, sister. A nightmare."

"Who is it happening to?"

"I can't tell yet. I must try to weaken the magic when I enter, correct?"

Celestia nodded at her sister, before giving a reassuring smile. "I know you can do it, Luna."

With that, Luna lowered herself to the floor, lying on her legs. Her eyes slowly began to close as she entered the dream world...

"Are you suuuuuure you don't want to talk about it?"

Spike was lying in his small bed which had been moved to the guest room, and he looked up at the little orange filly in the bed next to him.

"I told you Spike, I really don't." Scootaloo sat up, looking at the young dragon.

"But maybe I could help. I just hate seeing you so depressed."

Scootaloo flopped back, staring up at the ceiling. She carefully considered Spike's offer. She was quite happy he cared so much, but also wondered if she could trust him to keep a secret. Pinkie Pie had taught her the Pinkie Promise, maybe she could do it now...

"You have to Pinkie Promise to not tell my mom. Or Twilight, because she will probably tell her."

"Of course."

"Cross my heart and hope to fly, stick a cupcake in my eye." The two said in unison.

"Heh, well of course you hope to fly." Spike gave a sly smile.

"Well... don't you? You are a dragon..."

"Well, Twilight insists that she has no idea when my wings will come in. I'm sure she's actually read a ton of books about dragons, and I'm sure there's stuff about how we mature. I mean, even when I went on that greed rampage and became huge I couldn't fly. Sorry, now can we talk about what happened?"

"No problem, Spike. Well, first of all, I was... at the fight. I saw everything that happened from one of the trees in Sweet Apple Acres, and that's where they all were..."

Scootaloo went on, explaining every detail of the fight to Spike. He listened closely, as he was very interested and wanted to help his little Pegasus friend.

"Wow. Rainbow bucked Applejack in the face? Awesome! Thanks for telling me Scootaloo, Twilight wouldn't tell me much about it."

"Well, that's not everything... there's still the thing with Sweetie Belle. She stuck up for Twilight with Apple Bloom during the fight, but at Sugar Cube Corner... she wouldn't say a word."

"Maybe Rarity yelled at her for being on Twilight's side."

"Yeah, maybe..." Scootaloo grabbed Spike in a hug, but not a bone-crushing one like earlier that day. "Thanks for listening, Spike. I feel a lot better."

"Not a problem at all. That's what friends are for, right?" Scootaloo released Spike, and he plopped back down onto his bed. The two soon fell asleep, and Scootaloo's stress had faded away.

Rainbow Dash opened her eyes, and looked around, confused, She was no longer in Twilight's bed. She was in Sweet Apple Acres, and it was the middle of the night.

"Hello...?"

"Somepony? Anypony?" Rainbow Dash instinctively jumped up and flapped her wings, but fell back to the ground, grunting in pain. "Right... messed up wing."

Rainbow began walking towards the barn house, but was stopped by a sickening slash sound. The sound had come from inside the barn. She bean trotting forward, and stopped at the doors. One was partially open, and she peered into the pitch-blackness. As she stepped in, the blackness faded as her eyes finally adjusted to the darkness.

The sight in front of her almost made her scream in pure terror. All she managed was a muffled screech, as she covered her mouth with a hoof.

There, in front of her, on the floor of the barn, was Twilight. She was lying on her back in a rapidly expanding pool of blood. She was not breathing. There were three massive gashes across her chest.

"Twilight!" Rainbow attempted to move forward, but found herself unable to move her hooves or legs. Looking down, she saw that they were surrounded by a white magical aura.

"What's going on?!"

Rainbow Dash looked at Twilight with wide eyes, as she appeared to start moving. She sat up on her haunches, facing away from Rainbow, which was incredible considering the massive amount of blood she had lost. Rainbow tried to speak, but no words escaped.

Twilight slowly turned towards her, and Rainbow gasped when she saw Twilight's eyes were now open.

Twilight's eyes were completely purple, except for the pupils, which had narrowed into slits.

Rainbow watched in pure horror, as she was unable to do anything else.

Twilight's fur began darkening rapidly, even more than it already had from all the blood. Even her wings quickly turned darker until they were completely black like her fur. Two fangs protruded from her mouth, extending to her chin. Her horn slightly curved upward. Her mane and tail turned a light teal, the purple and pink stripes turning dark blue and white. Claws formed in place of her hooves. She let out a frightening roar at Rainbow Dash.

Twilight Sparkle had turned into a Changeling.

Rainbow heard an all too familiar laughter, as a pool of black liquid appeared from the ground next to Twilight. Green smoke began flowing out, as the Changeling Queen rose out of it.

"Ahahahaha! She belongs to me now! There is only one way you can save her Rainbow...

...Join us."

Twilight disappeared in a puff of green smoke, as Chrysalis walked slowly towards the immobilized Rainbow Dash.

Before she got too close, a dark blue beam of energy pierced the Queen through the chest, and she stopped. She looked down at the wound, as another pierced through her head, causing her dream form to shatter like glass and vanish.

Princess Luna landed in the spot where the Queen had been standing.

Chapter 9: Dreamwalk

Twilight found herself in her own artificial nightmare, but this was not nearly has bad as the one Rainbow was in. This is partially due to Twilight being virtually untouched by Chrysalis' magic. It is also due to her multiple training sessions on these very events.

Artificial nightmares allow a pony to be fully self-aware in their dreams, adding to the realness of the dream, thus unnerving the target even further. Subconscious self-awareness can be induced by magic in other ways, but can be considered dangerous, as ponies could lose their ability to tell reality apart from dreams.

Twilight walked through the empty black void with purple light flowing from her horn. She headed towards a small green light, which was the only thing visible. This wasn't much of a nightmare, as the corrupted magic of Chrysalis was too weak to get a hold on Twilight's mind.

She stopped a few hooves away from a small green orb that was hovering over the ground. She could feel it: this was the source of corruption in Twilight's mind.

Not very impressive.

Wit masterful precision, she shot a purple beam into the orb and began to disassemble it from the inside. After just a few seconds, the orb faded away, and the dream world began to twist and turn. She was returning to reality.

"RAINBOW DASH, WE-" Luna covered her mouth with a hoof, and cleared her throat. "Sorry. I need you to listen closely, as I have limited time in this realm."

"Princess Luna! What's going on here?!"

"You are in a nightmare, Rainbow Dash. A nightmare caused my the magic of Queen Chrysalis. She is attempting to... enthrall you."

"Enth- what?"

"She will brainwash you and force you to work with the Changelings. She will succeed unless the source of the magic is destroyed."

"Okay, how the hay do I do that?"

"That is the issue: you cannot. Destroying the magic requires-"

"Let me guess. Magic."

"Exactly! I regret to say that I also cannot purge this magic from you. If I tried, your mind would reject my magic and likely kill us both. Which leaves only one possible solution. Twilight Sparkle must Dreamwalk into your mind and do what I cannot."

"How is Twilight able to do it and not you?"

"The pony doing the spell must be very close to the target's heart, moth physically and mentally. I am currently in Canterlot. If I understand the situation, you currently live with Twilight Sparkle, and you two are... close."

Luna's dream form began to twist and distort, signaling that her time was up.

"I'm out of time in this realm! Rainbow, you must... tell Twilight... what I have told you!"

The dream world entirely distorted into nothingness, sending Rainbow Dash back to reality.

Princess Luna's eyes snapped open and her wings flared outwards, only to find herself still on the floor of the throne room. Princess Celestia was no longer there.

Luna had no idea what time it was, but it still seemed to be night time.

Rainbow awoke with a sharp gasp, and her breathing was labored. She found herself trembling uncontrollably. That is, until a familiar pair of hooves and wings wrapped around her waist.

"Shhh, it's okay Dashie, it was just a nightmare... I'm here for you..."

"No, it wasn't just a nightmare!" Rainbow flipped around in Twilight's grip, now facing her. She wrapped her own hooves around Twilight for comfort.

Twilight didn't need to be told twice, especially after seeing the horrified expression on Rainbow's face. She knew right then and there that Rainbow was having a Chrysalis-induced artificial nightmare, undoubtedly one much worse than the one she had. Especially since hers wasn't really a nightmare, more like just a large black void. "Calm down, Rainbow. Just tell me what happened."

"I was at Sweet Apple Acres, and you were there, and you were dead, but you came back and you were a Changeling and Queen Chrysalis was there and then Luna was there and she blasted Chrysalis and told me you need to Dreamwalk in my brain before she inthalls me!" Rainbow said in a long-winded sentence.

"You mean enthrall?"

"Yeah, that was it!"

Twilight took a moment to absorb the meaning of Rainbow's words. Once it had sunk in, she came to a quick conclusion.

The two mares were in the living room where they had eaten the previous night. The first signs of dawn were peeking over the horizon. Rainbow Dash was lying on Twilight's red couch, as Twilight sifted through what seemed to be hundreds of books.

"Twi, I'm sooooo boooored!"

"History of Equestria, no... Principals of Pegasus Magic, no... Aha! Here it is! Equestrian Bestiary, 3rd Edition! Now, just need to find "Changeling..."

"Uh, no offence Twi, but I have no idea what you're trying to do. I thought you already knew, like, every spell ever."

"That's too far from the truth to possibly try to explain to you, Rainbow Dash. I know the Dreamwalking spell, but I don't know what to expect in your mind from Changeling magic if it's as powerful as Princess Luna thinks it is."

Rainbow raised her head off the sofa to look at Twilight, and raised a hoof. "Twi, I'm sure it's nothing you can't handle. You're still awesome when it comes to magic stuff."

"Well I'm glad you think so, but... Oh! Alright! I know what I need to do. Just a few modifications to the Anti-illusion spell..."

Rainbow let her head and hoof slump back down as she let out a loud groan.

"Oh, shush. I think we're ready to get started."

"Finally! But... seriously, why did you need that book?"

"I was trying to find a spell that could protect me from Changeling magic while I'm in your head, and I found it. You see, Changelings can spread their mind-altering magic like a disease if they have enough power." A purple aura surrounded Twilight, and disappeared after a few seconds.

"Now, are you ready?"

"As ready as I'll ever be to have somepony destroy something in my brain."

Twilight sighed, and looked a bit sad. Rainbow picked right up on it.

"Oh, I was just kidding, Twi. Honestly, I wouldn't have anypony else do this. I trust you completely."

"Thanks, Rainbow... that actually means a lot."

"Now, enough of the touchy feely stuff. Let's get this over with!"

"Alright, alright. First, a simple sleeping spell."

Twilight lit her horn slightly, and two beams of lavender energy slowly drifted forwards and into Rainbow's eyes. They slowly began to close, and it was only seconds before she was out.

Twilight couldn't help but watch Rainbow's sleeping form with a warm smile, as she watched the steady rise and fall of her chest.

I guess I know how to pick 'em.

Twilight nodded, and began focusing her magical energy. She sat down in front of the couch and slowly lowered her head, gently meeting her horn with Rainbow's forehead. Both pairs of eyes snapped open, revealing nothing but white in both Twilight's and Rainbow's. Everything seemed to zoom forward into nothing.

The purple Alicorn slowly opened her eyes. She was definitely no longer in the Golden Oaks Library, or even in the main part of Ponyville. She was in Sweet Apple Acres.

She slowly and somewhat unsteadily rose to her hooves. After letting out a yawn, she looked around until she saw the Apple family home and barn. Seeing no other immediate options, she began to walk towards it. She stopped dead in her tracks, however, when she realized where she really was.

Wait... it worked! I'm in Rainbow Dash's subconscious!

She excitedly ran forward, slowing down when she saw the cyan Pegasus just inside the doors of the barn. Two purple, slit-pupil eyes peered at her through the darkness before disappearing.

Getting closer, she heard sobs. Twilight knew they were Rainbow's sobs, and was shocked at this fact alone. Rainbow almost never cried! What could possibly be wrong?

Twilight was now right next to Rainbow, and was terrified when she saw it. Rainbow's head was down, her eyes closed, with a small pool of tears in front of her. The terrifying part was seeing her own corpse in front of Rainbow.

"Dashie, it's okay! Look, I'm alive, see?" Twilight waved her hooves in front of Rainbow, also nudging her a few times, with no response. She sat down next to the distraught Pegasus, stroking her back, although she was unsure Rainbow even noticed.

After a few moments, Rainbow spoke. "Why? Why her? Couldn't it have been anypony else? Couldn't it have been me?"

"Rainbow, can you hear me?! I'm alive and well, look!" Still no sign that Rainbow even heard her.

"I... I never even got to tell her...

...I love her..."

Twilight was unable to move in any way for what seemed like forever, but was probably a few seconds. It was impossible to really tell in the dream world.

Rainbow Dash... loves me?

Twilight was alerted by a crackling sound. She looked around to see everything in existence cracking and falling into a black void. Still unable to move, the very ground beneath the two (plus a corpse) vanished, leaving them in the void of nothingness.

Finally mustering the strength to stand and look around, she saw it; a bright green light in the distance.

Right. Much more pressing matters to attend to! If I don't do this, Rainbow could... I don't want to think about it.

Before she took off for the magic core, she turned back to Rainbow.

"Don't worry, Dashie. I won't let you down. I... I won't. Your trust in me will not be in vain. I promise." Twilight didn't care if Rainbow couldn't hear her, she still felt better for saying that.

Turning again, she headed for the corrupted magical core.

Chapter 10: Disaster Approaches

"Come on... focus, Sparkle..." Twilight slowly walked through the black void. She had been walking for some time, she could only guess because she could no longer see Rainbow Dash in the distance behind her.

Try as she did, she was unable to focus on the task at hand. Rainbow's words still rang around her head:
'I love her... I love her... I love her...'

Twilight couldn't get a grasp on a single emotion, at first she felt stupid for not seeing it sooner. After that, she felt sorry for Rainbow, for being so oblivious. Then her heart started to nearly beat out of her chest from the mere thoughts of Rainbow. She felt her mouth getting dry, although she was unsure why.

She was unable to think of anything but Rainbow Dash at that point. The sound of her voice, her unmatched beauty... Twilight could almost feel herself getting lost in Rainbow's beady, eyes, even if one was discolored. The beauty was not just physical, even with that majestic rainbow mane... but it was also mental. Twilight loved Rainbow's personality. Everything about it. Her sheer bravery and boldness, even in the worst of times. It almost got her killed when they first met, trying to take on a Manticore...

It goes without saying that her undying loyalty was another aspect Twilight so admired. She had put her life's dreams on hold and her life on the line to help her friends on that same day, and saved Twilight's life on many occasions since then.

Finally, there was her less-than-feminine attitude and brashness. She didn't like many "girly" things, preferring to look as tough and cool as possible. Twilight giggled as she remembered all the times Rarity tried to get Rainbow into a dress...

Of course, Rainbow had her flaws like anypony else, but these only made Twilight adore her even more. She would not change Rainbow Dash in any way, because to Twilight, she was perfect the way she was.

The realization hit Twilight like a sledgehammer... a sledgehammer that had fallen from orbit after being launched into space and halfway to the moon.

"I'm in love," she said in a somewhat amused voice to herself. This whole thing was ridiculous to her; how could she not see it before? Whenever Rainbow was around, she was all of Twilight's focus. Her heart rate would drastically increase, and she even found herself staring at Rainbow's flank from time to time.

With all the thoughts about Rainbow, Twilight could almost hear her voice, feel their fur touching and a wing wrapped around her. She could almost see Rainbow next to her, she imagined what it would taste like to kiss her. Finally, she could almost smell the familiar smell of rainwater, the smell that Rainbow often had from her weather duties...

...

...nope, that was the smell of sweat. Twilight realized she was sweating, and at first thought it was from the thoughts about Rainbow. She looked up to see the massive green orb floating in front of her. It was at least thirty hooves in diameter, and was a perfect spherical shape. Different shades of light green swirled and darted around the surface, which upon inspection, proved to be completely solid.

It was giving off heat, but not too much that it was untouchable, as Twilight just found out. The surface was very warm, probably due to the sheer amount of magic condensed in the orb. Enthrallment was no trivial task, even by Changeling magic. It required great amounts of magical energy that would need to be left in the target's mind, where it would gradually expand. Twilight didn't know much else, as it was a subject Celestia forbade her to study.

However, she was personally trained by Celestia on how to counteract the spell, and there was one thing that stood out largely: once enthrallment is too far gone, it might never be reversed. Luckily, Rainbow was still in complete control, so there was no way it was anywhere close to being "too far gone".

Looking closer, Twilight noticed that the sphere was slowly growing. "Alright... the sooner I do this, the better."

She took a few steps back and lit her horn, preparing for the large amount of magic that she was about to use.

She let out a grunt of pain when two black hooves struck her across the face, sending her flying off to the side. The magic in her horn sputtered out and vanished.

Canterlot, The Throne Room

"Ah, you're awake."

Princess Luna looked away from the window and behind her, where the voice had come from. There was nopony there. She unsteadily got to her hooves and looked around.

She jumped back with a short shriek when the Draconequus appeared out of the floor directly in front of her.

"Oh, it's just you, Discord... where is my sister?"

"Oh, not even a real 'hello'? Come on, I don't visit that often, the least you two could do is make me feel welcome. I got a better greeting when I visited Twilight."

"Discord, please. This is a matter of dire importance! The fate of Equestria is at stake here, we're on the verge of war!"

"Tsk, tsk, tsk... never any time to just talk... I think socializing is a bit more important than a boring war. Well, at least you said please." He pointed to a window behind him. "She's doing what Sunbutts do."

Sure enough, Luna looked out the window to see Celestia out on her balcony, her horn glowing as she raised the sun. She took of down the length of the throne room, making haste to her sister.

"What, not even a 'thank you'?" Discord let out a sigh before lazily following the princess. "No manners these days... oh who am I kidding? I don't miss the manners ponies had millennia ago. Now that was boring," he said, talking to himself.

Princess Celestia heard the beating of wings behind her, but didn't move until she was finished raising the sun.

"Sister, I have important information!" Luna urged.

"Hold on just a moment..." Celestia said, moving the sun into its proper place.

"Now, what is it that troubles you Luna?"

"The nightmare was artificial, created by Chrysalis' foul magic. It was suffered by Rainbow Dash, and I explained to her what it was and how Twilight would need to fix it, lest her mind be corrupted."

"What is the problem then?" Celestia finally turned to face her sister.

"Her magic has already grown exponentially since I confronted her in the Everfree Forest. She is enthralling ponies, Celestia. I fear she may be somehow feeding off of the love of our people from a long distance. Furthermore, why would she want thralls? I fear she is planning an incursion of enthralled ponies, or perhaps a full-blown attack."

"Well, we only know of one pony thus far that has been affected, and you just said Twilight is fixing that. However, you may be right about a full attack. Changeling sightings are becoming more frequent every passing day, thankfully they have all either failed and revealed themselves or have been discovered so far."

"Well, what are you two going to do about it?" Discord finally walked on to the balcony with the Princesses. "I think we should take action against Queen Cockroach."

"Do you have a new name for her every time you mention her?" Celestia asked, raising an eyebrow.

"Again, no real 'hello'? "

Twilight lay limply on her side as her attacker slowly walked towards her. Rolling on to her back, she tried to push herself up but was stopped by a black hoof stomping down on her chest, forcing her flat on her back again.

"Come now... did you really think it would be that easy? That I would just let you stop me?" Chrysalis' horn lit up with green magic.

"Well, what do you propose we do, Discord?" Luna asked the Draconequus.

"We go to war!"

The green light became blinding, and Queen Chrysalis was about to destroy Twilight's dream form. At the last moment, Twilight disappeared with a small flash.

"Oh no you don't!" She bucked her back legs, hitting Twilight right as she reappeared behind Chrysalis. Twilight was sent back towards the green orb.

"Out of the question," Celestia began. "We have been at peace for far too long to jeopardize it now. Besides, our armies are not strong enough to deal with the entire Changeling Hive."

"Well, fine." Discord started to walk away, speaking as he did. "If you want to let that oversized ladybug terrorize the citizens of Equestria, so when the time for war is here we will be even weaker, so be it. But, last I checked, Equestria had plenty of allies that would be attacked next if Equestria fell." Discord was out of view completely at this point, and Celestia turned to Luna again.

Chrysalis picked up the limp Twilight by the neck in her green aura, smashing her against the orb. Her horn began to glow again. Twilight grasped at her own throat, trying to free herself, or even just breathe, which was impossible.

"What if he is right, Celestia?" Luna looked at her sister with a concerned gaze.

"I wouldn't doubt it, Luna. Even after such a long time of peace, it seems the time for war may be approaching."

"Goodbye, Twilight Sparkle."

A circular blast of violet energy shot from Twilight's horn, knocking Chrysalis far back and forcing her to release her hold on Twilight, who slumped down to the non-existent ground. She spent a moment breathing heavily, as she was no longer deprived of air. She got to her hooves at the same time Chrysalis did.

Without hesitation, they both shot out a powerful blast of magic, which collided and exploded between them.

Twilight teleported out of the way, as she knew another blast was coming at her, even though she couldn't see it through the smoke the explosion had created.

The green magic, having missed its target, ricocheted off the corrupted magical core and off in a random direction.

"We have stood and watched the Changelings terrorize our ponies for far too long, Celestia."

"You are right, Luna...

...It is time to fight back!"

"You cannot evade me forever!"

Twilight reappeared above the Changeling Queen, sending another blast of magic at her. Chrysalis looked up just in time for the blast to hit.

Twilight landed, and walked towards the cloud of smoke that was just created by the impact of her magic on Chrysalis.

She pounced out of the cloud when Twilight got close, with her head forward. Twilight couldn't get out of the way quickly enough.

She let out a sharp cry of pain as the horn impaled her, running her through. Twilight went limp again, and Chrysalis pushed Twilight off of her horn with a ghastly smile. "Foolish little pony..."

Chrysalis once again stomped on Twilight's chest, but it hurt so much more now that there was a gaping hole there. She let out a painful groan behind clenched teeth.

"Perhaps you would have made a better ally for my Hive... no matter, the enthrallment will be complete soon enough, and that blue Pegasus will be with us." Chrysalis lowered her head until it was inches from Twilight's.

"It's too bad though, she really cares for you. A shame that she'll end up dead anyway. But first, I'll end y- AGH!!!"

It was Chrysalis' turn to shriek in pain as a gout of lavender fire spewed from Twilight's horn, knocking Chrysalis off. Twilight jumped to her hooves, the same purple flames were now radiating from the sides of her eyes. The look of pure rage was enough to frighten even Chrysalis.

"You... do NOT... EVER... threaten... Rainbow Dash."

Chapter 11: Shift

"P-please... make it stop..."

Rainbow Dash lowered her head with her eyes shut tight, her hooves over her ears. Tears found their way down her face. She tried to block out the images and sounds of the nightmare in front of her. No matter how hard she tried, the sounds found her ears and the sight was almost on the back of her eyelids.

How many different ways did she see Twilight die in her hooves, blood streaking down her face from coughed up blood? How many times did she see herself killing Twilight, only for her to come back to life as a Changeling? How long would this nightmare last?!

Queen Chrysalis appeared over her, raising her chin with a hoof, as Rainbow opened her mismatched eyes.

"You can still save her. It's not too late. You must join us, Rainbow. You will join us.

Rainbow's face contorted to anger, as she spit on the Changeling Queen's face. She casually wiped it off, somehow remaining calm.

"Now, now. There was no need for that. We can be civil here, can we not? Chrysalis struggled to focus, as she was simultaneously fighting a battle with Twilight in another part of Rainbow's subconscious mind. She knew she would have to do this quickly.

Rainbow Dash, You must resist her! She plans on using you to kill Twilight! She will order you to destroy her physical form, not save her!

All urge to give in immediately left Rainbow Dash. This creature in front of her was trying to deceive her, and it almost worked. Rainbow would've done anything to keep Twilight safe, and it was apparent that she could do just that by resisting the pull of Changeling magic. She grit her teeth as she fought off the magic trying to get a hold on her mind. No matter what happened, she would not let herself give in. She stiffened her resolve, refusing to let her mind fall under the spell's control.

Twilight had just blasted Chrysalis with purple flames in the other part of the dream world. Chrysalis could focus on her alternate form no longer, and it vanished as she returned all her strength to the fight with Twilight. She knew that, given enough time, nopony could resist her magic. But, time was a luxury that she didn't have. She still had to break through the mental resistance Rainbow was holding so valiantly. She would just have to remove the purple thorn in her side first, but that had suddenly turned into a very tedious task.

Buzzing her wings, the Queen jumped and hovered swiftly to the side, dodging another fire blast. She frantically wondered if this was Dark Magic, only forcing her to be more and more fearful of the angry purple Alicorn. This little pony, probably less than half her size, had gained the upper hoof somehow.

All pain subsided from Twilight's body. She could feel the magic within her. It felt strangely alluring, yet at the same time, repulsive.

The stab wound from Chrysalis' tattered horn was not leaking blood; instead, a light purple fog leaked out and wrapped back around Twilight. It was acting as a moving shield, as it blocked her failed counter attack of green magic. Panicking, she flew upwards, trying to buy herself time to recuperate. She turned and began flying as fast as her wings could manage

Twilight growled and shot up after her, eyes still giving off lavender fire at the edges. A purple fireball shot out of her horn, impacting the Changeling Queen right in the flank. It exploded on contact, knocking her off balance. Her insect-like wings were barely able to turn her upright again as she careened towards the invisible barrier that was the ground. She pulled upwards at last, and looked back at her pursuer.

Twilight was much faster that Chrysalis with her actual wings, even if she still wasn't the best flier. Her rage only made her faster. She was, however, slowed when another blast of green magic hit her in the left wing, but only momentarily. She reacted with another fireball, which just barely missed it's target, continuing off into the endless void. Her mane swept and flowed behind her like fire, as she aimed her horn for another attack. This time, it collided with another attack from Chrysalis, exploding in a blinding flash.

Chrysalis foolishly darted forward, attempting to get another blast of magic in. It was blocked by a purple shield of magic, which then shot forward and turned downwards at great speed, literally swatting Chrysalis out of the air. She hit the ground with enough force for a few cracks to be heard. She lay breathing heavily, purely shocked. "Such power... how...?"

How fitting for an oversized insect, to be swatted out of the air like nothing. Hmm...

Twilight grinned widely when the idea hit her. She focused her magic to take a specific shape. It was at least ten hooves of thin purple, then extending outwards at the top. She had made a giant magical flyswatter.

At this point, the young Princess began to physically change, or at least as close as physical can be in the collapsed dream. The fog was now a spiraling black aura around her body and wings. Her pupils were red, with her irises expanding and turning green, with the purple fire still present. Her magic somehow remained purple, and her mane and fur were still their natural color. She must have been showing restraint for this to be possible. If so, she was likely capable of much more power.

She brought the weapon down, which Chrysalis avoided by rolling to the side. She hastily, but painfully, got to her hooves, looking up at the horrifying display of Dark Magic. She leapt to the side, dodging another hit.

"I never thought you to be the one resorting to Dark Magic. What does Celestia teach her students?"

"Silence!" Twilight yelled, dispelling the magical weapon and shooting another fireball, which landed right in front of the Queen. The explosion sent her back, and she came to a rolling stop some distance away. Twilight landed, and began walking towards the Changeling.

Twilight closed her eyes briefly, and when they opened, the fire was gone and they had regained their purple splendor. She was actually ashamed of herself for using Dark Magic, but she didn't regret letting it loose on the creature that had dared to threaten her Dashie. Still, she was disappointed with herself, yet proud for dealing such a beating.

I'm sorry Celestia... but maybe I can make up for it.

Twilight was very close to the panting and collapsed Chrysalis, who shifted her gaze to meet Twilight's. When she was close enough, she lit her horn in her usual purple aura. Chrysalis' wings buzzed weakly, and she bucked her legs forward, knocking the wind out of Twilight. She then grabbed Twilight's back with all four legs and turned, switching places with her. She shouted down at the Alicorn, who was holding her chest.

"There's nothing you can do now! Your precious Rainbow Dash will join the Hive, and together we will destroy your little town!" She was holding her front right hoof up, and it appeared to be broken.

As Twilight finally caught her breath, she could feel rage returning. This time, however, she didn't let it manifest as Dark Magic. She blocked it off, channeling it instead to a much more benevolent energy. She didn't stop herself from spitting back a taunt, however.

"Gee, I never knew flying cockroaches were double-jointed." She stared at the broken leg, which was definitely not bent the right way.

"Flying cockroaches?! You little- AAAAAAHHHHHHH!!!!!!!!"

Twilight's mouth shot open, letting out a stream of the purple flames from before. They covered the Queen's face, and she immediately started backing up and screaming at the top of her lungs, covering her face with both hooves. When Twilight closed her mouth, all that could be heard was the Changeling's screams and a faint sizzling.

"Hm. Dragon's Breath. That's a new one." Twilight wiped her mouth with her leg and hoof. She got up off her back, staring amused at the Queen. With a flap of her wings, she got to a standing position. Chrysalis finally removed her hooves, revealing a badly burned and very angry face.

"You insolent little thing! How did you ever become an Alicorn Princess?! It doesn't matter, because your little Rainbow D-"

"SILENCE!!!" Twilight shouted in her own Royal Canterlot voice. It was every bit as loud and intimidating, if not more, than that of Princess Luna. The difference was, it was her voice carrying the words, not Luna's.

It was not Dark Magic changing Twilight now. Her eyes beamed white as a purple energy surrounded her body and wings, lifting her off the invisible surface. She hovered, as more energy flowed through her. Her wings actually began to glow, and her mane began to flow and shimmer elegantly, not unlike Celestia's or Luna's.

"I must say, it's a lot of fun interrupting you."

Chrysalis didn't even have time to open her mouth, or breathe, or blink, or really do anything. A purple blur shot forward and grabbed her by the midsection before she could. The two were headed in the direction of the orb. Just before flying directly into it, Twilight turned upwards at a ninety-degree angle, bringing them both very high up, all in less than three seconds.

She slowed to a stop, grinned at the Changeling Queen, and winked with a glowing white eye, before dropping her.

As she fell, she tried in vain to fly, but her insect wings would not move. She screamed as she looked down to see the green orb fast-approaching.

Twilight once again turned into a purple blur, as she darted straight downwards. She slammed into Chrysalis halfway down, impacting her in the chest with forelegs pointed down. She took on Rainbow Dash's Sonic Rainboom pose, as a spearhead of light formed around her.

Just before impact with the orb, the black void exploded with an expanding purple light in the shape of Twilight's Cutie Mark, her own version of the Sonic Rainboom. She angled her head down, sending her horn right through Chrysalis and into the corrupted magical core when they hit. Her head jerked back and hit the core, nearly knocking her out.

Chrysalis let out a scream of pain and terror, as purple light flooded out of the breach in her. Everything in the collapsed dream world faded in a blinding white light, as the magical core, along with Chrysalis' dream form, were ripped to shreds. After a few seconds, the core collapsed in on itself, before it violently exploded.

Twilight was sent flying back into a bookshelf as her consciousness snapped back into her own mind.. She rubbed her head, and she tried to stand, which was stifled by a book falling on her. Rainbow's eyes fluttered open, revealing two crimson irises. Twilight gasped, followed by a bright smile. "Rainbow! It worked! You-Mmph!"

Twilight was interrupted by Rainbow tackling her to the ground, and their lips met as they hit the floor.

Twilight's first instinct was to push Rainbow Dash off, but she resisted that urge. Everything in her mind told her this was wrong, but she didn't care. It felt... right. So, she told her mind, along with all reasonable thoughts, to hit the road. This was her moment, and she was going to enjoy it. She didn't care if she had to be impaled a dozen more times by a Changeling horn, it would be worth it for this perfect moment.

They parted in what felt like too soon to Twilight, and Rainbow wrapped her legs around Twilight's neck, pulling her halfway off the floor in a bone-crushing hug.

"Twilight! I'm so glad you're safe!" Tears began streaming down her face. She had just seen Twilight die in at least two-hundred different ways, and she never wanted to let go, in fear of something actually happening to her beloved. Twilight felt wetness on her shoulder.

"T-Twi... promise me... t-that you'll n-never leave..." Rainbow choked out between sobs.

Twilight was still shocked, and tried to process what had just happened. Did it actually even happen? Yeah, it felt real... her lips tingled, and she finally found out that it tastes like rainwater. She would think this through... later. Now, there was somepony who needed comfort.

"I promise, Dashie." As she pulled away from Rainbow, she crossed her heart and covered her eye with a hoof. "It's ironic, now a broken Pinkie promise will literally cause you to lose a friend." Twilight said.

"Forever..." Pinkie said as her head popped out of the fireplace, startling the two other mares. She quickly disappeared again without another word.

The Badlands

A male Changeling sat alone on the edge of a cliff, staring out over the massive arid plains, the intricate red rock formations, and the sunset.

His ears perked up as he heard the familiar buzzing of Changeling wings behind him. He knew exactly who it was, so he simply continued to enjoy the view.

The female Changeling landed beside him, and sat down.

Both of the Changelings had features that set them apart from others of their kind. Both had the eyes of normal ponies, instead of the light blue with white near the center that other Changelings had.

The male had light blue irises, and the female had red. They both had a bit of green around the edges. But that wasn't all; the male had the wings of a normal Pegasus, although black and filled with holes. The female had claws in the place of hooves, and her horn was slightly longer.

"What have you found out?" Spoke the male Changeling. His voice was not abnormal, and seemed to be an average stallion's voice. In fact, his voice sounded similar to Shining Armor's, with an echo. But Shining was in the Crystal Empire at this time.

"The Queen flew into a rage when she awoke. She is still not powerful enough to overpower the young Princess." Spoke the female. Both of their voices seemed to echo slightly, like the voice of Chrysalis.

"Good, that means we still have time."

"Not necessarily. Word around is, she's planning to continue the plan sooner than previously thought. If we are going to warn her, we must do it soon."

"I know. The young Princess... Twilight Sparkle, is it? She is likely the only one who can stop the Queen."

"Tell me, why do you plot against Chrysalis like this?"

"I told you part of this already. I know I lost my memories, and I know what our kind does is wrong."

"Yes, I agree. I believe we could live in piece with the ponies of Equestria."

"That's easy for you to say, you kept your memories. How were you able to resist the Queen's spell? You should have lost everything."

"I don't know, honestly... and I didn't keep all of my memories. I know that my eyes shouldn't be this color. I also know about the young Princess. How I came to know her, I do not remember. I remember that she could fight, and fight well at that. She was unsurpassable when it came to magic."

"Well, I will be fighting our own species soon enough. I think I should get to Ponyville now, in fact. The sooner the ponies can be warned the better. I don't expect them to trust me right away, but I can always take on one of their forms. They will be easier to trust one of their own."

"I will stay here, just as we planned. Sorry our conversation had to be so rushed, but we are running out of time."

The male Changeling turned and prepared to take off, but was stopped by the female wrapping him in a hug from behind.

"Good luck, Shift."

"...Thanks, Trixie.

Chapter 13: Allies

Canterlot, the Council Room

Fluttershy sat still, trying to comprehend the Changeling Queen's words. How could she be so oblivious? Rarity was acting weird for the last week, and now she knew exactly why. It was not Rarity, it was a Changeling disguised as her. Along with the Changeling that had copied Twilight, the two of them had easily torn their friendship to pieces.

Argus bound around Fluttershy, trying to get some response from her. His efforts were fruitless, as she was lost deep in her own thoughts.

"Sister, the Bat Ponies are Ponyville's best chance. They can sneak in and expose the Changelings with little risk," Luna suggested to her sister.

"Indeed, but without a half-decent strategy, they won't last long. I'm sending Siros with them."

"Are you certain that is wise? The racial issues between them may be... distracting to say the least."

"I know, but it's the only option. Echo was the only one who brought an army with him. While I did not appreciate it at first, it has turned into a fortuitous turn of events."

"Very well, I will notify Echo immediately."

"And I will inform Siros. Make haste Luna." Celestia turned from her sister, and began to trot to Emperor Siros across the room, where he bandaged the Griffon whom had just minutes ago stumbled into the Council room.

Luna galloped out the door, and began to retrace her steps through the secret passage.

"How is he holding up?" Celestia asked Siros, genuine concern in her voice.

"He fared better than expected for what occurred. A unit of Changelings ambushed him and the Bat Pony guard on their way to Ponyville. As they fled, the Projection Crystal replaced the scroll they carried. He may very well have saved the Bat Pony's life."

"He's a friend. I couldn't just let him die."

Celestia and Siros were both surprised to hear him speak, and even more surprised at the exact words. It was unheard of for a Griffon, friends with a Bat Pony.

"Oh, it's so good to hear that the Hippogriffs and Flying Rats are finally getting along. One thousand years really does bring change. I'm sure Moonbutt would agree." Discord's voice echoed through the silence. His racial slurs went largely ignored.

"Siros, I'm sending you with a division of Bat Ponies, led by Lord Echo. I know what you're going to say…"

"I'll do it."

"-but you mus-WHAT?!" Celestia allowed her surprise to show. After centuries of practice of hiding behind an unchanging mask of calmness, this had managed to puncture all of that.

"I said I’d do it, Celestia. Ponyville, and possibly all of Equestria, relies on this. I will not let our petty racial arguments be the driving force that dooms it."

Luna reached the hospital wing incredibly fast. It had been a millennium since she had last been there, however, her memory lead her straight and true. Despite her incredible speed, Lord Echo had managed the journey even faster.

Each race of Equestria's allies had their own secret passage to the Council room. Celestia escorted Luminance and Spitfire through the same passage Luna and Fluttershy took.

The Bat Pony entrance had a different magical lock. The key was a sonic Screech, producible only by the Bat Ponies; however, the exact screech was only taught to a selected few. It was a quiet, very high pitched and brief tone, which spiked higher at the end.

"How fares your messenger?" Luna spoke to Echo on the balcony of the hospital wing that overlooked all of Canterlot. Her horn began to glow blue, then shifted to red as she spoke. Her focus never left the horizon as her magic built up.

"He will survive." All of Canterlot was slowly bathed in a dim red light as an immense red object rose on the horizon. Echo looked out to the city, stunned. Not he, nor any mortal alive at this time, has ever witnessed this event occurring. It was truly a once in a lifetime sight to behold.

"Yet you look troubled."

"That Griffon saved his life." He turned away to look at the hospital bed inside, his ally now asleep. "For as long as I can remember, our kinds have fought. Now, we are suddenly allies. This was likely the first act of many, but it's still... strange." The comment forced a smile to creep on Luna's face.

"You forget, We once nearly killed Our own sister. Yet, she welcomed Us back with open arms..."

"What I meant was, it's strange how natural enemies can be driven together when a greater threat presents itself. It makes we wonder what will happen when this is all over? What will become of all of us? That is, if we win. Otherwise, I doubt our concerns will be on each other." He finally turned his red eyes back to Luna as her magic went from red to green.

"Be confident Echo. You cannot afford to be otherwise at a time like this." Her face contorted in concentration, and her eyes briefly turned green and red as she called on the dark magic required to fully raise the Red Moon.

"Hmph. How can one be confident when his race will soon be at war with the greatest threat to appear in millennia?"

Luna did not respond. The Red Moon was finally above the horizon and rising higher in the sky. The red light on the land faded away. The moon, however, remained red. The red glow only emanated from the moon on its rising.

"There. Now it will be fully known that war has come. And you're about to enter its first battle."

"Ha ha! I was hoping you would say that!" The Bat Pony triumphantly raised a hoof into the air.

"Siros is coming with you." His hoof fell instantly, taking his expression with it.

Twenty minutes earlier, Ponyville, the Golden Oaks Library

Clink.

The soft sound of something solid hitting glass and bouncing off stirred Scootaloo from her slumber. She gave an annoyed groan before turning over and pulling the covers over her head.

Clink.

The young mare slowly opened her eyes, at the sound of a familiar voice calling her name softly from outside.

"Hay! Scootaloo!"

Clink.

She shifted in the bed just in time to see a small pebble hit the window. The voice came again, but Spike’s snoring drowned the noise out this time.

Her sleepy trance faded, and she was finally able to focus. Looking out the window again, she saw... the sunset?

No way. I was not asleep that long. I did not sleep for a full day!

The orange filly actually doubted her own thoughts at first. Both she and Rainbow Dash have a habit of sleeping very late, but never this late.

Scootaloo unsteadily got to her hooves and approached the window. Opening the latch and lifting it, she peered out to a filly and mare that she did not expect to see.

"Pinkie Pie? Apple Bloom? What are you doing here?"

Spike stirred in his basket, the noise woke him up, however, he was not fully with reality yet. "Mmph... Scootaloo? Who are you talking to?" The young dragon began to sit up.

"Shhh, just go back to sleep Spike. I'll be back." With that, Scootaloo jumped out the high window, buzzing her undersized wings to slow her descent.

"I really need to stop waking up to ponies jumping out windows." Spike sighed, and flopped back into his basket, sleep instantly taking him again.

"Now, what do you two want?"

"It's Sweetie Belle an' Rarity!" Apple Bloom was clearly nervous. Scootaloo has known her long enough to be able to easily read her emotions.

"My Pinkie Sense tells me not to trust them! I think they're Ch-ch-ch-a-a-a-a-a-n-n-g-g-e-l-i-i-i-i-i-n-g-s!" She began inexplicably shaking as she said the last word.

"How can you be so su-" She was interrupted by a yellow hoof to her mouth. Apple Bloom was truly becoming her older sister.

"Don't you go on questioning the Pinkie Sense! 'Member what Twilight told you about the day she did?"

"Yeah, I remember," she said, although garbled by the hoof in her mouth. She casually removed it, it's owner wiping her drool off on the ground.

"I didn't think Hydras existed until that day. Wait, why are you telling me this and not Twilight? That's a pretty extreme claim."

"Pinkie Sense told me not to! Eye twitch, hoof itch, tail flutter, and *belch* means not to tell certain someponies something my Pinkie Sense just told me!" As Pinkie said each sign, it happened, in order.

"But... you just did exactly that. Never mind, do you know what's going on here with the sun? There's no way I slept a whole day away."

"It started settin' early for some reason. Everypony in town is jus' as confused." Apple Bloom looked to the sunset as she spoke.

"Well, anyway, Changelings you say? Well, that would explain why Rarity was being so rude, and Sweetie Belle was so... empty. Are you sure-... never mind, again." She cut herself off as she saw Apple Bloom raise her hoof again. "But what about my mom? Shouldn't she know that..."

Scootaloo's voice trailed off as her ears twitched at the sound of a faint buzzing noise. The twitch stopped as a slight thump was heard. Looking to the source, the three ponies gasped. There, standing quite a distance away was Rarity and Sweetie Belle.

Changeling Wings were protruding from their backs.

"No use to hide it any longer, I suppose." The Rarity Changeling hissed. Its voice was still Rarity's, but now held the echoing property of all the Changeling voices. She began clapping her hooves on the ground in mock praise. "I'm surprised you finally figured it out. Honestly, it was far too easy to turn you against the purple one."

"At least that Rarity mare was smart enough to question the fake Twilight. Oh, I forgot to mention that, didn't I? Oops. Yes, we disguised as her and turned you against her. Anyway, after we took Rarity, her little sister found out after that little... fight, well none of it matters now, as you're already doomed. The hoard beckons."

The two both had a wicked grin on their faces, as they turned and ran. They quickly split up and went opposite directions, leaving no time for Pinkie to gloat about being right. Again.

"I'll go after the Rarity one! You two go after the Sweetie Belle imposter!"

The two fillies nodded as Pinkie took off and jumped into a nearby bush. She somehow reappeared in a completely different bush, and jumped out in the Rarity Changeling's path. She easily dodged a blast of green magic and tackled it.

Scootaloo and Apple Bloom were both fueled by anger. These creatures had disrupted Harmony, and hurt so many they cared for. Scootaloo looked at Twilight like a second mother, especially because of her and Rainbow's obvious relationship. To hurt her...

Her face contorted as she put on an extra boost of speed. She knew, however, that she would never catch the Changeling. On hoof, anyway. She stumbled as she hit one of the many ponies on the streets of Ponyville. Profanities were screamed at her, but most were too distracted and horrified by the Changeling that Scootaloo and Apple Bloom was chasing.

Scootaloo turned down a familiar alleyway as Apple Bloom continued the chase. This ally was where she kept her scooter; it was a secret palace where nopony could find it. As it was cleverly hidden behind a few 'conveniently placed' crates, in a small alcove that ran under one of the houses that made up the walls of the alley.

She hastily moved the crates, which were easily twice her size. One fell over, but she had no time to fix it. Scrambling into the alcove, she blindly reached inside and waved her hooves around inside until she felt what she was looking for; the metal handlebars.

Scootaloo quickly jerked it out, along with the helmet hanging from the handlebars.

The Sweetie Belle Changeling had fifteen seconds before Scootaloo would plow into it after grabbing Apple Bloom and letting her ride on the back of her scooter, her forelegs wrapped around Scootaloo's waist for support.

It was flung at a nearby brick wall in a dead-end alley. Its back collided with the wall as it dropped to the ground with a thud, hitting headfirst. The Changeling then tried, vainly, to get to its hooves, only to be tackled by a furious Apple Bloom.

The two rolled down the dead-end alley, Apple Bloom screaming and assaulting the Changeling viciously with her hooves as they tumbled over each other. When they stopped rolling and reached the end of the alley, Apple Bloom was on top, still letting loose all her rage. The Changeling easily kicked her off with a strong hind-leg buck, and she ended up on the other side of the alley lying on her back.

Scootaloo threw her helmet off as she stepped off the scooter, rushing to her friend's side.

"You two are a lot dumber than you look." The white fur began to fade to black, as the Changeling began to reveal its true form. It took several steps forward as the two fillies began to back away in fear.

"I mean, come on, if I was really trying to get away, don't you think I would have used these wings?"

They turned to run, but the Changeling was suddenly behind them. It did not teleport; it simply flew over their heads with exceptional speed. The Changeling was now back to full size, and had resumed its Changeling form. They quickly bolted down to the end of the alley, realizing too late that they had nowhere left to run. The Changeling's horn flared up in green magic.

"You fell directly into my trap. Alas, this little game must end now. Prepare to die!"

As the magic quickly grew to a blinding level, it just as quickly died out as the Changeling began shaking violently, stuttering, as blue arcs of electricity flowed all around and through it.

After five seconds, the electricity stopped. The Changeling was badly burnt all over its body; its eyes were completely still. The creature suddenly fell to the side, as if someone pushed it forcefully over.

The Changeling falling over revealed another Changeling behind it, one with a black hoof raised forward, arcs of electricity still flowing around it.

As the electric magic in his hoof died out, he lowered it to the ground. The expression on his face was completely calm, as if he did not expect the fillies to become even more scared when they saw him…

"He didn't hurt you, did he?"

After a few moments, Scootaloo hesitantly shook her head.

"Good. Now, may I ask you where I can find Princess Twilight Sparkle?" Shift asked.

"H-how do we now we can trust you?" Scootaloo asked fearfully.

"Well, I did just kill one of my own kind."

"I think we can trust him, Scootaloo. I've learned a thing or two about honesty from Applejack. Maybe we should take him to her? She would be able to tell if he's tellin' the truth."

"Applejack, the Element of Honesty? You're smarter than you look," he said, ironically contradicting the now-dead Changelings words. "Very well, if this is what I must do to make you trust me, I'll do it. Climb on and tell me the direction," Shift said, lowering a wing and bowing. The two fillies shared an uncertain look, before nodding and climbing on Shift's back.

"I just hope I am not too late to warn her..."

As he took off, and as if on queue, the land slowly became a dim red.

Author's Note

Finally... ugh. This took way too long.
Thanks to twidashforever for pre-reading and such.

Sub-Chapter: Taken

On A Large Hill Two Miles Outside Ponyville

"Our scouts have returned, My Lord."

"Excellent. Bring them here."

"Right away, Lord Echo." The Bat Pony quickly flew away, only to return a moment later with two more behind him. The trio landed gracefully in front of their leader, and his "guest,” Emperor Siros.

"How big of an attack are we looking at, scouts?" Spoke the Griffon. The two scouts looked hesitant to answer, unsure if they should give a former enemy such information. A nod from Echo reassured them.

"Big. Unopposed, they could destroy the entire population in a matter of minutes. We estimate at least 2,500 Changelings are in this army."

A murmur quickly arose in the crowd of Bat Ponies as they heard the number. Their force included less than 300. They were outnumbered nearly eight to one, and their morale was questionable even before this. Now, this looked to be less of a battle and more of a slaughter.

The whispers quickly loudened, as many spoke out in protest to their leader, which only worsened when a red light flooded over the land.

"This is a suicide mission!"

"We are so dead..."

"What do we do now?!"

"Why is a Griffon here anyway?"

"He shouldn't be leading us!"

Lord Echo stepped forward, threw his head back, and let out a loud, piercing screech. A few seconds of that was sufficient to silence the crowd completely.

"Bat Ponies, direct attack is not the plan. In sheer numbers, the odds are most certainly against us. Such a strategy would indeed be suicide. That is why Siros is here."

At hearing the name, the crowd went into an uproar.

"He's a menace!"

"He has killed so many of our kind!"

Echo decided not to screech again, and instead yelled over the crowd.

"That is precisely why he is here!"

The crowd settled once again.

"Through countless battles in our species' history, the Emperor has defeated us, even against impossible odds, overcoming entire armies that were ten times the size of his small force. How did he do this? Simple; he is a master tactician. He specializes in hit-and-run attacks on his opponents' weakest spots, he would lure his enemies into buildings and bring them down on top of their heads, and even lead them into a storm only to escape while it tore them apart." Echo was pacing in front of the crowd as he spoke, making gestures with his hooves.

"While it was not technically war, our kind has not had the best relationship with his, but that must be left in the past! We now face an enemy much greater, much more vast, than any other seen, inside Equestria or out! If we do not work together now, they will wipe us out effortlessly. We would not be the only ones paying the price for this, as they will not stop here."

"We can not let them take this town! We can not let innocent ponies die because of our past conflicts! We will show these oversized bugs what happens when they come too close to home! Am I right?!"

The crowd began cheering, with renewed vigor. With such a tactician on their side, they actually had a chance at victory, it was small, but for solders on the front line that was all they needed. Each one of them was now ready to do their duty, they would fight and if necessary, die to save these ponies. Eventually, the cheering stopped, replaced by the Bat Ponies talking to each other about the coming battle. Siros and Echo turned to face Ponyville in the distance.

"There's no pep talk like a military pep talk," Siros said, nudging Echo with his right leg. He did not get a chance to answer.

"My Lord, you may want to see this." The scout from earlier handed Echo a pair of binoculars, and pointed to a large black cloud in the distance.

When he looked, it was immediately clear that it was not a cloud. The countless pairs of fangs and insect wings made that perfectly discernible.

"We also have reports of a Changeling fighting the other Changelings." The scout was met with an 'Are you serious?' look from both leaders. They would keep that in mind for later.

"Siros, we need to tell them the plan. Now."

The two quickly turned to the crowd, which quieted itself.

"All right, listen up. Here's the plan. First thing's first, our primary goals are to find Princess Twilight Sparkle..."

Sweet Apple Acres

The Rarity Changeling was cornered against the large red barn, with Pinkie Pie staring pure death into its eyes. Applejack was sitting with her head hung low, several hooves away. The Changeling had just explained the entire "Twilight Doppelganger" plan, the one that had rendered the Elements useless.

"You were not loyal to her! You betrayed her!" It said in its echoing voice. It was slowly returning to its true form, the white fur turning black, fangs growing from the mouth, and its mane fading away.

Applejack was in shock. "After all those things I said to Twilight... she hadn't done anything wrong..." Tears were already pooling under her.

"You have doomed your own to-"

The Changeling was suddenly engulfed by blue, sparking, sizzling electricity. As it fried alive, it cried out in pain from the powerful shock, before its legs gave out, causing it to fall to its side. It lay there still stuttering, shaking as it slowly died, the screaming never ceased.

"You should have learned when to shut your mouth."

The magic ceased, leaving a black husk on the ground as Shift landed behind Applejack. Apple Bloom and Scootaloo were on his back. The little yellow filly jumped off. "Applejack!"

"...A-Apple Bloom?"

Apple Bloom ran up to her older sister, jumping into a powerful hug, and nearly knocking her over.

Shift smiled at that, before turning to see Pinkie Pie's face inches away from his own. She looked from him, to Scootaloo, and back to him. She the raised her hoof to her chin and raised an eyebrow in contemplation of something.

Shift's response was to take a few steps away from the mare, and he was unable to keep a confused look from crossing his face.

Scootaloo spoke up before Pinkie could do anything too crazy. "Pinkie, it's okay, he's cool," she said, as she jumped off his back. Pinkie's neck extended forward without moving her body, her face once again inches away from Shift's. After a few seconds, she smiled, and her neck retracted the impossible distance it had extended.

"Apple Bloom... why were you just riding on a Changeling's back?" Applejack tried to speak with the least-confused voice possible.

"Sis, I know this is gonna sound crazy, but he saved our lives. If ya don't believe it, he just did that to one of his own."

Applejack walked towards him, a skeptical look now taking her features. She eyed him carefully, unsure of what to think.

"So, uhh...

"Shift. My name is Shift. You are Applejack, the Element of Honesty, correct?" He actually extended his hoof to greet Applejack.

Shaking hooves was not Applejack's first thought, especially seeing what just happened to the Rarity Changeling. However, she did it anyway. "A pleasure to make your acquaintance. May I ask why you had my sister on your back, saved our lives, and what you're doing here?"

"I am not like the others of my kind. I think what we do is wrong, and I've been trying to find Princess Twilight Sparkle. She is the only one we know of capable of stopping Queen Chrysalis."

"We?" Applejack could tell just by looking at him that he was telling the truth, but she still had questions.

"A few other Changelings share my mindset. You may also notice that I have normal wings and eyes, unlike most others of my kind. We know not why we are different, but it has drawn some of us together. Anyways, I advise that we make haste if we wish to get to the Princess. Look." He pointed behind Applejack, towards Ponyville in the distance.

Two black clouds were approaching the town rapidly. One was considerably larger than the other.

Time Unknown, a clearing on the edge of Ponyville

Rainbow Dash tried to remember the events leading up to this point. It was all blurry, undefined, obscure.

She remembered kissing Twilight after she awoke. She remembered pouring out her soul to her after the Pinkie Promise. She couldn't remember Twilight's reaction.

Whatever it was, it didn't last long. Fate has been playing games with the two for over two weeks now, and they just couldn't get a break. Spike came charging down the stairs, tears in his eyes, and a letter in-claw.

The finer details were lost on her now, but she got the point of it.

Rarity and Sweetie Belle were ponynapped, replaced by Changelings.

Another Changeling had taken on Twilight's form, and turned the Elements against her.

A massive horde was on the way to Ponyville, now that the Elements couldn't be used. Twilight was to evacuate the town while a force of Bat Ponies intercepted the attack.

Rainbow panicked when she couldn't find Scootaloo.

The message must have been delayed, because when the three stepped outside, a red light was fading away on the horizon as the sky was covered by the horde.

Some of the Changelings were strangely... different. Most were normal, but some had the eyes of normal ponies. Among them, some had Pegasus wings in place of the insect-like ones present on normal Changelings. Some had slightly better-developed horns. Some had claws. The Changelings that were unique either had wings, claws, an improved horn, or a horn and claws. Twilight seemed intrigued, and Rainbow had to tell her Egghead more than once to focus on the task at hand.

The rest is the most obscure. Bat Ponies fighting Changelings, saving a group of ponies and getting them safely into a shelter, running, Spike disappearing, ending up in this field, a claw shanking Twilight across the chest...

Rainbow's eyes slowly opened, bringing on a wave of pain through her entire body as her senses returned.

Her first sight was the blood, not only around her, but scattered throughout the entire clearing. Bodies of Bat Ponies and Changelings littered the wide area. She tried to push herself up, only for anther surge of pain to hit, forcing her to painfully fall back to the ground on her stomach.

When she opened her eyes again, she saw it; a sight eerily familiar... nightmarishly so, even...

The sight in front of her almost made her scream in pure terror. All she managed was a muffled screech, as she covered her mouth with a hoof.

There, in front of her, about twenty hooves away, was Twilight. She was lying on her back in a rapidly expanding pool of blood. She was not breathing. There were three massive gashes across her chest.

Rainbow didn't have the energy to cry. Instead, she slowly moved one hoof forward, got the best grip possible on the ground, and dragged herself forward. She repeated the action with her other hoof, then again with the first. She repeated this pattern, despite the massive pain it caused, and inched closer and closer to Twilight.

From her experience with flying, and moreover, crashing, Rainbow could easily asses all her injuries. There was no doubt that she had a few broken ribs, attesting to the pain in her chest area whenever she dragged herself. It was literally tearing away at her as she dragged.

She couldn't feel her already-injured wing. It was probably even more damaged now. She couldn't feel her rear left leg, either.

None of this mattered. All that mattered to Rainbow was getting to Twilight. She didn't know what she would do when she got there, but it wasn't a subject that required much thinking. The final motive was irrelevant, but the act itself was not. She had to get to Twilight.

She never got half way.

Three Changelings landed around the purple Alicorn. Together, they placed their hooves under her and lifted her up.

No...

Rainbow raised a shaking hoof in vain. The Changelings all took off into the air, their speed reduced with their cargo.

Time seemed to slow down as the group became smaller in the sky, getting further and further away on the horizon. They gradually disappeared in the distance.

Twi...

Rainbow's hoof fell to the ground. Was that reality that she just witnessed? I seemed so surreal... the thought itself was inconceivable.

Twilight had just been taken by Changelings.

At first, she tried to dismiss the thought. Maybe it was jut a Changeling in Twilight's form? No, all these Changelings, dead, dying, or alive, were in their true forms, courtesy of the Bat Ponies.

She was gone. Rainbow's eyes started to slowly close again, as the world seemed to fade away around her. Death would have been welcome to Rainbow. But she was deprived of even that.

Everything snapped back into focus, her full vision returning, when something touched her left side and forced her to turn. She was now on her back, looking up at those who would interrupt her grieving.

Three Changelings stood above her. The two on the sides were normal. The one in the middle was unique, with green eyes, a large horn, and claws. Rainbow recognized this one; the one who had slashed Twilight. Her rage would have been useful under most other circumstances, but now, it only served to increase her already immense pain. She could still see Twilight's blood on one of his claws. They all had ghastly smiles upon their features.

Well, the one on the left would have that look, along with the rest of its head, removed in one clean strike. An expert strike from an elegant, cobalt-blue blade which matched its user's armor perfectly. The user was a certain Griffon.

The middle Changeling reacted instantly, albeit poorly, to this new threat. He swiped his claw outwards, but his haste was met with a skillful parry from the blade, removing the creature's offending leg. Rainbow couldn't help but notice that it was the same leg that had Twilight's blood on it. She actually almost smiled as he fell to the ground.

Huh, I guess irony's a bitch.

Meanwhile, the Changeling on the right was tackled by a black blur, revealed to be a very regal-looking Bat Pony in pure black armor that matched his fur. All she saw from that direction was multiple spurts of blood. When the three Changelings were dealt with, he screeched wildly into the open air.

"Echo, help me get this one on her hooves." The Griffon knelt down beside Rainbow Dash, looking her over. He looked behind him as he heard the buzzing of Changeling wings.

The two Changelings flying off to the left were no doubt headed towards them. They didn't get very close.

They were both stopped by an arcing blue lightning strike from the rear. One immediately veered off to the side where it landed very harshly. The other vainly tried to keep its wings going, until it crashed into the ground, leaving a trail of kicked up dirt behind it as it slid past Rainbow.

The source was immediately revealed as another Changeling, one with Pegasus wings and sky-blue eyes, as it flew by the group. A small orange Pegasus filly was on his back.

...Scootaloo?

Even more buzzing was heard. There were Changelings everywhere now. This time, as one approached on hoof to the group, it was stopped by a lasso around its neck, from a little yellow filly. It was pulled back, and directly into the red hooves of the stallion that the filly was riding on. An orange Earth Pony mare patted the filly on the back.

Applejack... Apple Bloom... Big Macintosh...

"Yeeeeeehaaaww!" Applejack charged into another group of Changelings, her own lasso ready.

Another group of Changelings exploded in confetti, revealing a pink mare with a crazy smile on her face.

Pinkie Pie...

The Griffon extended his foreleg under Rainbow's and lifted her. The Bat Pony rushed to their aid, taking Rainbow's other foreleg around his shoulder.

They hobbled forward, painfully for Rainbow, when she noticed several streaks of smoke through the air.

The Wonderbolts...

They were followed by a huge black mass, which first made Rainbow nervous. However, hey were not Changelings. They were Bat Ponies.

"Hang in there, sugarcube." Applejack's voice was distant and muffled, as Rainbow was dropping out of consciousness. She placed a hoof on Rainbow's shoulder, as her eyes slowly closed...

This show of force was lost on her. They had failed to save something Rainbow valued more than herself.

They had failed to save Twilight Sparkle.

Author's Note

Here it is. The end of Act I.
This felt kinda rushed, partially due to only being able to type with one hand. So, thanks to Twidashforever for fixing the first two scenes.
This story is far from over, my friends...

Act II Chapter 1: Turned

The Badlands, time unknown. The Hive.

Trixie tried to sift through her memories for probably the sixtieth time that day. Each day she would try, and each day she would only grasp the same memories, ones that she already knew. She would try to remember who she was before, why she is where she is now. Why there was a purple Alicorn lying on the magic-runed table in front of her.

She watched the steady rise and fall of Twilight's chest, as she lay on her back, forced into a coma by Chrysalis' magic. They were in a small room, otherwise unoccupied. No other Changelings were in the immediate hearing range. Trixie thanked the vastness of the twisting, turning labyrinth that was the Changeling Hive.

"...How did this happen? How did any of this happen? Why am I here? Who am I? Gah... irrelevant. Don't worry, Twilight. I will not let her do to you what she did to me..." She spoke to Twilight as if she could actually hear her. Trixie looked around at the black walls of the hive, inlaid with many glowing green orbs that acted as light.

Right there. That's where she tortured me...

The memory sent chills down Trixie's spine.

"AAAAAGGGHHHHHH!!!!!!!!"

"You could make this so much easier for yourself! Just tell me what I want to know!" Queen Chrysalis lowered her horn to Trixie's once again, forcefully draining even more magic from her, and coaxing another scream from Trixie.

"N-no! Do what you will with me, monster! I will not betray my friends!

The Queen grinned at the Unicorn's failure to cooperate. "Hah! Friends? Soon enough, Ponyville will be set upon by my children. Your... friends... will all be slaughtered!" She lowered her horn again, as Trixie struggled from the magical grip around her.

Trixie had been waiting for this precise moment. If she could distract Chrysalis for even a moment, she could use a redirection spell without it being detected. The moment their horns touched, a red aura rushed up her horn, clashing with the green aura of her torturer's.

A bright flash appeared at the contact point, and Chrysalis was forced to break away.

The spell was only intended to cause an immense amount of pain to the Queen. If it worked, she could escape her grip and have a fighting chance. At the very least, it would be a final act of defiance.

The Queen staggered back, and Trixie fell to the cold, black ground. She immediately pushed herself back up, charging her horn. The red aura immediately disappeared, turning green and spreading to rapidly surround her entire body. The magic froze her in place, the only part of her able to move was her eyes.

She watched helplessly as the Queen slowly walked towards her, and began to speak again.

"Impressive. I should have realized the extent of your power as soon as I started draining it from you. To think I was just planning on killing you... well, you have proven you would be much more valuable as a member of the Hive."

She grinned again as her horn lit up, and Trixie's eyes slowly closed.

The next time Trixie opened her eyes, everything around her was solid green, save for the teal, transparent membrane-like wall directly in front of her face. Through it, she could see outside her confinement, albeit with a green tint because of the color of the membrane.

Her head felt unusually heavy, her back itched like crazy, her hooves felt a bit strange, and her rear legs were stuck to the floor. She was somehow being forced to stand on her rear legs, and her front legs were crossing her chest.

She quickly took note of the area in front of her, already thinking of an escape plan.

Strange topography. Stalagmites, cave-like holes on the walls near the ceiling... everything is black and green, it looks like. The floor is irregularly shaped, yet the ceiling is almost perfectly flat... this room is similar in size, about twelve meters either way, but slightly larger than the one I was jus-... wait, is that creature standing upside-down? On the ceiling?!

She looked up at the Changeling, before she realized that she was actually looking down. The topography now suddenly made much more sense to her; she was in fact hanging from the ceiling, and was looking at the floor.

The green-tinted view turned sky-blue as the chrysalis was slowly lowered by the Changeling. About half way down, he flipped it upright. The pressure suddenly falling from Trixie's head made her dizzy. As such, when she finally reached the ground and the Changeling stabbed into the membrane with his horn and dragged it up to cut it open, she fell forward. It was remarkable just how little energy she had.

She limply fell into the Changeling's hooves, who caught her and laid her against the wall. Trixie thought she could remember a white Unicorn who would have loved a cliché, dramatic moment like that. Why couldn't she remember her name?

"Ugh... where..." Upon hearing her own echoing voice, she covered her mouth with both hooves.

My voice! What's wrong with my voice?!

She slowly looked down at the hooves covering her muzzle, only to see two black claws. She gasped sharply, quickly looking herself over. All of her fur was black. Her horn was clearly a bit bigger, and now curved upwards. She seemed to have two large fangs extending to her chin. Strangely enough, her mane and tail were virtually unchanged, if a bit messy. She calmed slightly when she saw her Cutie Mark still in its proper spot on her flank.

Her biggest surprise came when she saw the two insect-like Changeling wings on her back. If she wasn't so shocked, she would have asked the Changeling in front of her why he had Pegasus wings. Or normal eyes, for that matter.

"Am... am I a..."

"Yes, you are a Changeling."

Trixie was shocked at the creature in front of her, how it didn't sound like some feral beast. She had never seen a Changeling before the Queen, and she had quite a damaged impression on them.

The Changeling slowly sat down against the wall, a few hooves away from Trixie.

"Well, let's get started. First off, you'll need a name." Trixie was taken aback by the statement.

"Trixie is happy with her name," she said, putting on her old bravado by speaking in the third person. The Changeling was purely shocked.

"You... you remember your name?"

"Why wouldn't I?" The Changeling began to smile.

"Incredible! You kept your memories! I don't know how, but you resisted the Queen's spell!"

"Slow down, and please tell me what's going on!"

The Changeling deflated slightly, but kept a meager smile on.

"My name is Shift. I don't remember my real name, because every one of us, before you, had our memories erased upon being turned. As you've undoubtedly already figured out, ponies are being turned into... more of us. The loss of all memories from before the turning, combined with a feeling of kinship with the queen, has led most to believe her way is the correct one.

Pegasi are turned into ones like me, with normal wings. Naturally, we are more adept with flight. Earth Ponies grow claws. Unicorns grow larger horns, and sometimes also claws. A few of us have found special... talents. He held his hoof up to face-level, and blue electrical sparks began to flow and swirl around it. Soon, they took on the form of tiny blue lightning bolts.

There are some, like me, who know what we do is wrong. Taking ponies away from their families, destroying their old lives, feeding off of their love... it's ghoulish. Our small group has been slowly growing, and trying to find a way to stop the Queen. Our knowledge of the outside world is very limited, however, and our goal is bordering on the unattainable. If you kept your memories... tell me, do you know of anything that could stop the Queen?"

Trixie scratched her head with a claw, trying to remember something, somepony, anything that could be of use. But she found that many of her memories were gone. She didn't know who she really was, only her name. She couldn't remember how she ended up here, and she had the faintest memory of meeting six ponies in a town called...

"Ponyville!" she shouted as she remembered both Chrysalis' taunt and the Elements of Harmony. She learned about the elements from an enemy-turned-friend, and more recently, that friend was now a Princess.

"That name... it sounds strikingly familiar..."

"I met a pony there... a Princess, named... oh, horseapples, what was it... Twilight Sparkle! She is the bearer of the Element of Magic, and she has five friends, who are also Elements, and..."

"Come again? Elements? As in the Elements of Harmony?"

"Yes! How did you know?"

"It may be hard to believe, but we are educated on certain things here. Mostly things that are a threat to the Queen. I read about the Elements, and they caught my interest for a while. They seemed capable of defeating the Queen, but I lost hope when a more recent entry detailed the Elements binding to six ponies, whose locations were currently unknown to the Queen or the Hive. If we can get the Elements... this 'Twilight Sparkle' seems to be our best chance."

"I think I remember where Ponyville is... but, where are we anyway?"

"This region is known as 'The Badlands', according to the Queen."

"Hm. I didn't expect a Hive to be here. In any case, we should act quickly. The Queen mentioned attacking the town when she was torturing me, and if she's as clever as I think she is, she'll already be trying to capture the Elements, or otherwise disrupt them."

Shift got to his hooves as the electricity flowing around one of them finally stopped. He turned to Trixie and reached out that same hoof to help her get on her claws.

Being careful not to scratch or impale his hoof, she gently wrapped the claw around it before pulling herself up.

"Trixie, I don't know how you kept your memories, or anything about you really, but I'm glad to have you on our side here." His eyes were slowly drifting to Trixie's Cutie Mark.

"Well, unless you want a claw to the face, I advise you to take your eyes off my flank."

If Changelings can blush, that's exactly what Shift did. "No! No! I was looking at your Cutie Mark! The rest of us didn't have one when we were turned."

A claw found its way to Shift's face, but didn't strike it. Instead, the foreleg wrapped around him and pulled him into a hug from his medium sized, frayed, sky-blue mane. " Ha, I was just kidding my friend! Trixie is happy to help!" Once again, that mysterious redness appeared on Shift's face, as he returned the gesture.

Later that day, (or at least she assumed it was still the same day, as she had yet to go outside and check. Truthfully, it was because she couldn't find her way out) Trixie found herself wandering the Hive aimlessly. Every room besides the one she had the conversation with Shift was filled with Changelings, and the one she was in was utterly massive, with holes leading to other rooms in the walls. Very few of them gave her any heed. There were normal Changelings and unique Changelings in mixed crowds as they flew around, wings buzzing (or flapping).

"I guess I'll have to learn to use these things sooner or later..." she said, looking back at her Changeling wings.

She focused through the ever-present buzzing sounds, and sure enough, her wings began to... twitch.

"Don't worry, you'll learn." Trixie almost jumped at Shift's voice from directly behind her.

"Sorry. I would show you, but..." he looked back at his Pegasus wings, his meaning clear. He could not teach her due to the obvious differences in their wings.

Trixie focused again. And she tried again. And again. And again. The first time she got off the ground, Shift had to catch her when her wings suddenly stopped.

On the ninth attempt, her wings started off a bit faster. They quickly accelerated until they were two blurs at her sides, and her claws retracted. She didn't even know the latter was possible until then. Her hooves slowly lifted off the ground. Looking down, her legs began swinging back and forth under her wildly, as she squealed in fright.

"Don't look down. That makes it much harder at first."

As Trixie slowly got higher and higher off the ground, her fright turned to delight, and she began softly laughing. Many Changelings had stopped to watch her, many of them were smiling. Words like "Check out the New Blood" and "Not bad for a first flight" could be heard.

Trixie was flying. She was able to propel herself forward, turn gracefully, and even do a few flips. Even Shift was laughing a little now.

But it stopped when she disappeared into one of the holes in the wall, and her laughter suddenly died. No crash was heard, but Shift still felt the need to check it out.

As he flew into the hole, he realized it was actually a hallway, which he immediately began trotting down.

At the end, he saw Trixie sitting on her haunches in front of a large cage. In that cage, there was a white Unicorn mare and filly, both unconscious.

"Rarity..."

The rest of the memory was completely blank to Trixie.

Shift, this was not part of the plan!

Trixie looked in dismay at the Changeling horde returning from the attack on Ponyville. She was looking at a group of three near the front. It was very clear that the horde was decimated in the attack, as less than one fourth of them were returning now.

She was not focusing on the Changelings themselves, but their cargo, being a lavender Alicorn.

She quickly took to the sky and met the horde. When they all landed outside the entrance to the Hive, Trixie stayed close to Twilight. After all, Queen Chrysalis had given Trixie the honor of breaking Twilight's magic, so she could be turned.

But Trixie would be doing no such thing.

The Queen actually believed that Twilight was dead at first, which Trixie played along with. She convinced Chrysalis that she had experience in Necromancy, even, and that Twilight could still be saved. Even though she was actually still alive, but barely.

"Wouldn't she just be a lich, then?"

"Far from it. You see, uh... her soul has not left her body. I can... return it to life!...Yeah!" She played off her best innocent smile.

Queen Chrysalis could be extremely stupid when she wanted to be.

Present time.

Queen Chrysalis began to suspect something when Twilight had failed to turn for quite some time. She began checking in on Trixie's progress, or complete lack thereof.

Soon enough, she was draining magic from the comatose Twilight and putting in her own, trying to accelerate the process. But Trixie had a countermeasure; herself.

She, in turn, would drain Chrysalis' magic, putting in her own to prevent the change. It rapidly made her weak, as she lost her own magic, and the Queen's didn't have the best effect on her either. Her already damaged memories became non-existent, and the ones she had became unfocused and vague.

But for Twilight, she would endure. This was their one chance, and she wasn't going to let Chrysalis buck that up.

Still, she can't last forever. Neither can Twilight.

Author's Note

Another gawdawful chapter for my gawdawful story. Also known as the start of Act II.
As always, leave comments for me to see and wonder:
"How does anypony actually enjoy reading this GAWDAWFUL STORY?!"

Act II Chapter 2: The Weight of Guilt

A gasp echoed through the foggy air, as Rainbow's eyes snapped open. She immediately coughed from taking in breath so fast. The only other sound was her rapid heartbeat, and her labored breathing.

Using her forelegs to push herself up off her back, she took a few moments to calm down and take in her surroundings, while wondering how she got here, or where here even was. Any thought was cut off by a whisper that sounded both extremely distant and frighteningly close.

Rainbow Dash...

"W-what?! Who's there?" The only reply was that of her own voice, echoing through the emptiness. A pony that appeared to be made out of black fog caught her eye, but immediately trotted away and disappeared.

Seeing no other immediate options, Rainbow began galloping through the seemingly endless fog, towards the whisper that called her name and the pony. The sky was blotted out completely by the fog. She had to dodge several trees as they materialized out of the incredibly dense mist. The wet, gnarled, marshy ground quickly wore her out.

Rainbow Dash... The whisper came from her right, so she immediately turned towards it and ran until she was out of breath.

Panting heavily, she stopped to gather her strength, thoughts, and composure. She didn't even notice the whispers coming from all around her, until she stopped panting. The voices were familiar, yet also completely foreign, as they echoed around her.

All the words were melded together into a shrill noise, but she could somehow understand every word. A chill rushed down her spine as the air instantly became unbearably cold. A few areas in the mist became completely black, and formed the rough outline of ponies. The whispers were now coming from the pillars of black fog.

Rainbow Dash...

We don't want nor need you, and that's the honest truth!...

You're not killing anything today, you monstrosity...

Kill them! Kill them both!...

Please... get Scootaloo...

You must resist her, Rainbow...

I promise I'll never leave you...

I love you, Rainbow Dash...

Spike! Where's Spike?!

All the whispers stopped at the exact same instant, and whatever was holding the black fog pillars together vanished. The remains of the black mist spread apart and floated upwards, out of sight.

Looking around, her heart still pounding way too fast, she saw a faint purple light deep in the fog.

She knew that light. She had seen it too many times to ever forget.

It was the glow of Twilight's horn. There was no mistaking it.

Her assumption proved to only be half true. It was the glow of Twilight's horn, but this couldn't be Twilight...

She couldn't get to the light. Every step she took made the light move one step further away. She was just close enough to make out the outline of an Alicorn, but the light covered all other details.

Rainbow Dash...

Her heart skipped a beat. There was no doubt that was Twilight's voice, coming directly from the light.

She took another step forward, but stopped when she heard a splash. She looked down and nearly retched at the sight. All around her, the ground had turned blood-red, the shallow puddles of water transmuting to actual blood.

This was far from the worst sight she would see.

Black smoke flooded from the blood, wrapping around and up her foreleg like a vine. She tried vainly to break free, and even stomped on it with her free hoof. Logic was not on her side, as her hoof passed right through the smoke. How was it holding her there if it wasn't solid? Digging her rear hooves into the ground as leverage, she pulled back as hard as she could.

"Let... go!" She continued to struggle as it moved further up, beginning to wrap around her midsection. She shivered as it ran along her spine. It split in several directions, further constricting her body. One found its way to her neck and pushed upwards, forcing her to look up again.

The purple light was gone...

...but it's source wasn't.

Two empty eye sockets stared at Rainbow from a tilted head, an impossibly wide grin resting underneath them. Blood poured from its mouth and nostrils, and soon began flowing from the hollow eye holes. It's eyeless stare pierced through Rainbow, stabbing into her soul like a flurry of icy knives.

Eyes wide, Rainbow looked in horror instead of panic, even as the vine of smoke continued to extend around her neck and body.

The creature resembling an inconceivably mutilated Twilight Sparkle took a step forward, flaring it's battered, bloody wings out.

Another step. It's grin somehow grew wider.

Another. The fog itself began to turn red.

Yet another. It spoke.

"...You failed me."

The creature's mockery of Twilight's voice would have made Rainbow Dash seethe with pure, untapped rage. Seeing a monster as terrifying as this curbed any emotion but fear, however.

The voice carried through everything. It circumvented the fog, burrowed through the ground, and even sliced through Rainbow's very being. It was warped and distorted, just adding to the atrocity of this abomination.

"...You let them take me. You let me die, Rainbow." It feigned an innocent voice.

"You let them cut me open, and tear me apart, inside and out. It was not quick. I died slowly." It actually began laughing in its horrid voice.

"You let them kill me, Rainbow. You let me die. You let me die. You let me die..." It was suddenly a lot closer to Rainbow.

"Or maybe I'm not dead. Maybe they did something worse."

The creature teleported far back into the red fog, its purple light returning. The vine of smoke held fast to Rainbow.

A bright flash of violet came from the creature, and all the fog was blown away by unfelt winds. The creature didn't stop with the fog; it kept going, blowing away the trees and the ground itself, leaving nothing but a black emptiness, itself, Rainbow Dash, and the binding smoke.

Green orbs of light began appearing in random areas of the cold void.

The creature now had Twilight's real eyes, and looked like it was keeled over in pain.

Sickening ripping sounds filled Rainbow's ears as Twilight's fur and wings turned black. Her mane and tail faded to teal, with the stripes turning light blue and white.

Her eyes went completely purple, except the pupils, which had narrowed to black slits.

Holes started to appear in her legs and wings.

She let out a sound that was both a roar and a shriek, and her black horn flared to life.

Finally, two fangs protruded from her mouth, reaching down past her chin. Her horn ever so slightly curved upwards.

The creature began cackling again, amused by Rainbow's look of pure horror. As if she had seen this before.

Rainbow's final sight was Twilight's face millimeters away from her own, her fangs touching Rainbow's lips. A final screech escaped both of them as her fangs touched Rainbow's throat.

Rainbow's eyes snapped open once again. This time, it was real.

She was instantly blinded by the whiteness all around her, and she half-closed her eyes to let them adjust.

She couldn't help but notice the IV needle in her foreleg, and the distinct lack of bandages on her wing. It didn't hurt; in fact, it felt as good as ever, if a bit numb.

She heard excited whispers from across the room, only seeing the source when her eyes fully adapted to the light. There were to nurses, both talking to a very familiar stallion by the name of Hopeful Cure.

"She's awake!" Nurse Redheart said quite observantly.

"Get her off the machine for a moment. Keep the IV in for now," the stallion gave his orders to the nurses.

Rainbow didn't even notice the needle in her throat until it was removed by Nurse Redheart. What it was doing there, she had no idea. She now wished she payed attention to Twilight more during her medical lessons about flight-related injuries, instead of Twilight herself...

"Twi..." she whispered in such a low voice that nopony should have been able to hear. Somehow, the medical personnel didn't but the dark blue Pegasus mare across the room did. Rainbow didn't even notice her until she got up from her seat and spoke.

The Pegasus had a bright white mane and tail, the latter having a slight curl in the end. Her eyes matched her fur, while her Primary and Secondary feathers matched her mane, being a bright white.

"I will inform Applejack that you're awake. She will explain everything, I promise you." The Pegasus gave a concerned look to Rainbow before turning and trotting out the door.

The doctor and nurses had finally left the room, leaving Rainbow Dash to collect her thoughts. What was real? What wasn't? Was Twilight okay? The most important question didn't show up until later.

She sat up against her pillow on the hospital bed when she heard a familiar farm pony speaking outside her room.

"I just know I don't want to be the one to go tellin' her about..." Silence followed. Rainbow spoke when two figures opened the door and stepped in.

"Tell me what?"

Applejack's pupils shrank.

"Uh... could you give us a bit of privacy?"

The dark blue and white Pegasus from before quickly turned to walk out of the room again. "The doctors will be back to check on you in a little while."

"Thanks, Wolf." Applejack called out to the Pegasus as she turned the corner.

Removing her stetson, Applejack trotted across the room and took a seat next to Rainbow Dash's hospital bed. She held her hat across her chest.

"Firs' thing I wanna say is, I'm sorry sugarcube. I'm sorry for starting that fight, I'm sorry for not believing Twilight, and I'm sorry we couldn't get her out of there before the Changeling's did. It hurt me bad when we had to call off the se-" Applejack immediately cut herself off, realizing the mistake she had just made.

"What?! How could you stop searching for her?! It's barely been any time at all since she was taken!"

Applejack winced at the comment, which Rainbow noticed right away. It was then that the most important question entered her mind, which she instantly gave a voice to.

"Applejack... how long have I been out?" she asked somewhat hesitantly, afraid of the answer. She was especially frightened that Applejack couldn't lie to her. Of course she wanted to know the truth, but as an old enemy would say, sometimes a lie is easier to take.

Applejack looked down and closed her eyes, wanting to not answer the question. She knew it was inevitable.

"Applejack... How. Long. Have. I. Been. Out."

Applejack's eyes clenched, and she took a deep breath, preparing for the worst response from Rainbow.

"Two months."

Author's Note

Woo! Wrote this entire chapter from my phone.
Now you all know how messed up my mind can be. Hope you enjoyed.
Thanks for the amazing Twilight picture by SilverMistMLP!
Who is this 'Wolf'? Maybe a guest OC... :raritywink:

Act II Chapter 3: Haste

The Royal Sisters sat outside Rainbow Dash's hospital room, as they readied for the aftermath of Applejack's revelation.

While they expected what was about to happen, they had no idea how powerful it would be. They did know, however, that Applejack was in no danger with both of them focusing their magic on an anti-kinetic barrier around the farm pony.

They also held a barrier around the entire room, which would block most forms of energy from leaving the room.

What they didn't know was how Rainbow Dash had virtually no limits, even in her fragile state.

They learned that when Applejack flew out the door, only passing through the magical barrier thanks to the one around herself. Luna used what magic she could to cushion her impact with the wall. The rainbow-colored energy that propelled her with such force bounced off the barrier.

That's exactly what they weren't expecting.

Rainbow Dash did a Sonic Rainboom inside the hospital.

Not even the combined magic of the two princesses could keep Rainbow from punching right through the opposite wall, causing the room to undergo something similar to explosive decompression. All that energy from the Rainboom had to go somewhere, and now it actually had somewhere to go.

With both the physical and magical barriers of the wall pierced, all the energy escaped through the breach with such force, that the wall was completely obliterated right as Rainbow smashed through it.

This happened in a split second, so it almost appeared that Rainbow had destroyed the entire wall as she broke through. A massive wall of rainbow rushed out behind her, escaping the area that was once a hospital room.

The building shook violently, but no structural damage was caused (except for the room, which was beyond saving). All ponies within fifty meters were left with ringing ears as the sound barrier was shattered within such a confined space. Even the two Princesses clutched their ears, and were knocked to the ground by the tremor.

Nopony was seriously hurt, but there were a few close calls with the debris falling about 4 floors and hitting the ground, nearly crushing several ponies. They would have died had they not gotten out of the way.

Celestia and Luna got back on their hooves, and assisted Applejack in doing the same. The three of them looked wide-eyed through the door, having a clear view of the outside thanks to the missing wall.

"Luna?"

"Yes, sister?"

"We probably should have seen that coming."

"Ah told y'all to call a repair crew beforehoof."

After crashing through the wall, the first thing Rainbow Dash noticed was that this most certainly was not Ponyville. The massive castle looming over the rest of the buildings made it obvious.

The second thing she noticed was an overpowering feeling of disorientation.

She should have thought about what she did before she actually did it. She hadn't moved in two months, so her muscles had yet to re-adjust. Of course such sudden and rapid movement would cause her to lose her bearings.

Rainbow felt herself slowing down, the rainbow trail behind her fading. Her head felt numb, and everything began to darken around her.

She could already feel herself losing altitude very quickly. Her heart began to race faster as she realized the full repercussions of her hasty actions.

It stopped when she landed on a soft, dark blue surface that seemingly came out of nowhere. That surface was the fur of a Pegasus.

"That was unwise, Miss Dash."

This was the same Pegasus that had previously accompanied Applejack.

"Ugh... how did you..."

"You slowed down quite a bit. After you destroyed the hospital room, I immediately came after you, but I was nowhere near fast enough until you started falling."

Wolf began to turn back around to the hospital, and saw the Princesses flying towards her. She would meet them with Rainbow mid-way.

"This time, please let us explain before you do something so drastic," Wolf said with the slightest hint of nervousness. If Rainbow did indeed do it again, Wolf would be right at the Rainboom's epicenter.

"Had the Princesses not been there, you would have brought down the entire hospital. I doubt I need to explain the consequences of such."

Rainbow Dash was almost impressed by this pony's levelheadedness. Had she been spending too much time with Applejack?

Oh. What was it Twi said before? 'Speak of the devil, and one shall appear'? Rainbow noticed Applejack on Princess Celestia's back. She could also see a small black shape approaching them from the rear. As it came closer, the outline gave away its identity.

Is that... a Changeling?!

"Rainbow Dash, wait!" The four voices were far too late to stop her.

About half a second later, another Rainboom filled the sky.

"Dammit! There she goes again!" Wolf's eyes widened as her previous words were completely forgotten.

"Sister, we should make haste before she does something foalish!" Luna said with the utmost of urgency.

"She's already done something foalish!" Celestia replied, sharing her sister's concern.

"I told her to let us explain before she did something like that again! Is she always so... reckless?!"

"Wolf, you just met Rainbow Dash. The Rainbow Dash." Applejack said.

Princess Celestia let out a long sigh, before flying after the rainbow trail that streaked across the sky, Applejack still on her back. Luna and Wolf quickly followed.

Rainbow slammed into the Changeling at her supersonic speed, but she didn't slow down until she neared the hospital.

She used one hoof to crash the Changeling into the wall of the hospital and hold him. There was now a clear indent in the wall.

With a strong flap of her wings, she dragged the Changeling up the wall, a trench being carved by her captive. She stopped as they flew past the roof, at which point she used her other hoof to strike the Changeling in the gut, sending him reeling back onto the roof. He landed with a sickening crack.

She landed on top of him, a hoof pressing against his chest.

"Who are you?! Why are you here?!" She yelled at the top of her lungs. Her earlier pain was completely forgotten. It was only now that she actually realized she just flew, so her wing was clearly no longer broken.

"Ah... you're... awake..."

"Why the buck does that concern you?! Where's Twilight?!"

"I...I..." Shift couldn't answer, as the pain in his lungs was too great.

Author's Note

I had to cut this chapter in half, because of... reasons. Heh.

Act II Chapter 4: Broken Rainbow

Shift was struck across the face by a telling blow from Rainbow's hoof. The pain in his chest was increasing, but his chitinous skin seemed to be doing it's job. Nothing seemed broken quite yet, but Rainbow was about to fix that.

"Answer me you little..."

Rainbow Dash was cut off when she felt herself rising off of her prey. She recognized the warmth of magic surrounding her, and it effectively restrained her from causing any more undue damage to the Changeling below her.

"What the hay?!"

She struggled to turn her head to the side when she heard several sets of hooves landing, followed by a great deal of panting.

"You... really must learn... to listen... before... jumping to... conclusions..." came the weary voice of Princess Celestia. Applejack jumped off of her back and ran towards them.

"But... but... he's a..."

"An ally," Princess Luna chimed in.

Whitewolf was the next to speak. "Miss Dash, you were comatose for nearly two months. We understand that you want answers to the many questions you undoubtedly have. However, that doesn't exactly justify blowing up an entire hospital room and assaulting an innocent." She reached out her hoof to help Shift get up off his back.

"You alright buddy?" Applejack was concerned for her newest friend's wellbeing.

"I'm... ngh... fine. Carapace. Hard to crack... but still painful." He held a hoof to his chest, feeling for any dents or cracks. He was surprised to find that only his back had sustained any real trauma, with a small fault at the base of his neck.

"But... I..." Rainbow was at a loss for words. This Changeling, this bug, one of the things responsible for Twilight's capture, was an ally?

Celestia spoke again. "Perhaps we should head back inside. We need to make sure nopony was hurt in Rainbow's little stunt... and we're attracting stares." Looking around, ponies in the streets below were stopping and looking up at them. The expressions on their faces ranged from confused, to horrified.

"We will explain everything once there are no extra ears listening, Miss Dash."

On the way back into the hospital, using the front doors so they could apologize to most of the staff for the damages that Celestia would cut corners to dismiss expenses for, they were given a new hospital room and practically begged to keep 'that rainbow-headed wrecking ball' tied down to something. Upon entering, Rainbow Dash was ambushed.

"RAINBOW!!!"

Despite bracing herself, she was caught by surprise as the blur crashed into her. She was embraced in an all too familiar tackle-hug.

"You'reawakeyou'reawaeyou'reawakeyou'reawake!!" The mare was already hyperventilating. The yellow Pegasus following her was speechless, a look of pure awe decorating her features.

"Yeah, love you too Pinks. Could you stop trying to kill me now? I wanna enjoy being alive again."

Pinkie complied by releasing her death grip and giving Rainbow room to stand.

"You weren't dead, silly! Applejack said you were just asleep and wouldn't wake up! Then the doctor tried saying something but she shoved a hoof in his mouth for some reason she just wouldn't tell me and Fluttershy was crying and you looked so peaceful for a while until-"

"Pinkie..." Fluttershy tried to quiet her.

"-breathing and the doctors said to get us out of the room but you turned out to be okay but still asleep so they put you on some weird machine and told us you could be like that for a long time and I said 'Maybe she's just reallyreallyreally tired!' and Applejack got choked up and ran out of the room and I had no idea what was-"

"Pinkie." Rainbow's eye twitched.

"-until finally Princess Luna told me you were in a coma and there was a chance you might never wake up! Then I was sad but after a little while I laughed because it sounded like one of those bad-"

"Pinkie Pie." Rainbow was about to scream.

"-after a while longer it hit me that you could actually die like that and-"

"I think she's heard enough, Pinkie Pie." Princess Celestia's voice finally got through to Pinkie's mind, which made her stop mid-rant.

"Ooh! But I didn't even tell the part with Shift yet!" She began hopping up and down.

"We will get to that, Miss Pie."

"Y'know, sugarcube, you can stop callin' 'em Miss now. They're yer friends, too." Applejack had entered the room completely unnoticed by all of them except Wolf, the very mare she was addressing now.

"As you wish. Back to the subject matter, you undoubtedly have questions. We will tell you anything you want to know, nothing held back." Wolf took a seat on a nearby stool and crossed her legs.

"Okay, um... where's the Changeling?"

"Right here." Shift appeared from behind Pinkie Pie, startling everyone in the room except the pink mare.

"Well... I trust you are all capable of explaining to Rainbow all that has happened. Luna and I must return to the palace. There are some nobles who just won't wait, especially now that... a position..." Celestia choked on her words, being unable to bear the thought of Twilight. Luna rushed to her aid.

"Yes, we must be going now. We don't want to deal with the nobility any more than the next Princess..." She was too late to catch that last part before she said it. "... but... erm... BYE!" The two Princesses were gone in a flash of blue light, leaving Fluttershy cringing and everypony else confused. Only Fluttershy caught on to Celestia's emotions in the seconds before they were gone.

Several moments passed between the six of them, until Shift broke it like Rainbow would've done to his skull.

"I understand that you don't trust me, and you have no reason to rightly do so-"

"Trust?" Rainbow spit the word like it was poison, and her head jerked to face him.

"You think this is about trust?!" She rose to all four hooves, taking a step towards the Changeling. She was quickly stopped by an orange foreleg.

"Rainbow, you jump to conclusions one more dang time an' Ah'l have to smack th' stupid out a ya."

Rainbow growled in response, but backed off.

"Rainbow... he's a friend. We trust him, and he's saved many more lives than he's hurt," Fluttershy said meekly. Rainbow's tension began to fade at her longest friend's words.

"But... it's not just about trust, Fluttershy."

"Then what is it about? C'mon, tell us Dashie!" Pinkie hopped into the air once.

"Please, don't call me that..." she mumbled. She was met with nothing but confused looks. She let out a long sigh, and decided that silence would cause more damage than it was worth.

"It's about... Twi..."

"Uh... care to repeat that RD?"

"It's... about...Twilight...

"We can't hear you, y'know!" Pinkie practically yelled directly in Rainbow's ear.

"It's about Twilight!!" She yelled back. Pinkie shrank down into the floor.

Rainbow looked around the room with a wild blush on her face. "Uh... Sorry."

This time, she was met with looks of understanding and pity. Pinkie sat up, her smile restored.

"We understand 100%, sugarcube. That's been botherin' us non stop since the battle."

"Did you see the Princess just before they left? She looked close to tearing up!" Fluttershy spoke up, finally. But, it went unnoticed.

"No, I... don't think you do understand."

"Huh? Whatd'ya mean by that?"

"....Nothing. Never mind." Rainbow looked to the ground, deciding it was much more interesting at the moment. Silence followed once again, but it was broken by Whitewolf.

"Talk to us, Rainbow. Or at least talk to them. They're your friends, and believe it or not, you need them right now, and they need you to want them to help."

"Just who the buck are you anyway?!" Rainbow snapped. Whitewolf didn't even flinch, and she looked on at Rainbow with conviction and confidence written on her face.

"I... I'm sorry. I don't know what came over me... Wolf was it? Thanks... you're right." Pinkie, Applejack and Fluttershy's jaws all dropped. It was a rare day that Rainbow Dash apologized for anything, much less admit somepony else was right. She also never backed down, at least not that quickly.

"It's no issue. If I was out cold for two months, I'd be on edge too. The name's Whitewolf, and my friends in the service call me Storm Runner." She reached out her hoof. Rainbow gladly accepted the hoof-shake.

"Well... you already know me I'm sure. The awesomest of the awesome, Rainbow Dash! Bringer of the Sonic Rainboom and future Wonerb-"

"Spare us the details, Dashie. We're here to answer your questions, remember?" All of her friends were shocked at just how quickly Rainbow's mood shifted gears.

"Yeah, I remember Pinkie. I just don't know where to start," she grumbled in an almost defeated voice.

Also, 'awesomest' isn't a word, Rainbow.

Yeah, yeah, Twi. I kno-

Rainbow's blood froze. That voice that she just heard... it couldn't have been real. It had sounded like it came from inside her own head for one thing, and there was no way Twilight was here...

The term you're looking for is 'more awesome'.

The laughter that Rainbow knew and loved followed. There was no doubt that it was indeed Twilight's laugh.

"Yoohoo, Equestria to Rainbow Dash!" She was brought back to her senses by the pink hoof waving in her face.

"Yeah, uh... what were we talking about?"

"You're questions," they all said.

"Right, right. Uh... you there. Changeling." Shift stepped forward.

"I have a lot to ask you."

Author's Note

Yow, it's been quite a while. No, this story isn't dead. I'm finally coming back to it. Please forgive my mistakes and blah blah enjoy.

It feels good to be back. :pinkiehappy:

Chapter 12: The Council Of The Red Moon

"Grrrrr... Princess Celestia, what exactly are we waiting for?!" Came the dark rasping voice of the Bat Pony, who spoke from across the circular table.

Seven heads all turned to look at the one who had the gall to break the silence at the table.

"Look with your eyes, fool!" Said the noble-yet-proud voice of the Griffon, as he pointed a claw at several empty seats. "There are three empty seats. Obviously, we are waiting on more arrivals. How can we start if important representatives for their species are not yet present?!"

"Please, let us be civil about this matter! Put your racial tensions behind you!" Said the Crystal Pony, who gave a wary glance at the Diamond Dog whom was eyeing her like a precious gem at the bottom of a tunnel.

"Easy there, pooch," said Discord, giving the Diamond Dog a glare of his own. He was actively trying very hard not to laugh.

"Sorry. Instincts. I'm trying, really," the large canine replied, wiping the drool off of his chin.

"I agree, the past should remain where it is. Our kind has learned that, and so can yours. That goes for all of you!" A moment of silence passed, and unsure looks were given all around the room. Celestia smiled, with a look across her face that spoke volumes of her appreciation for anyone breaking the tension. The Buffalo's words of wisdom seemed to calm everypony's... everyone's nerves.

"And I thought I was good with words..." The Pegasus' voice came across soft, but clear. She did indeed have a way with words, but sometimes she spoke without regard to a little thing called common sense.

Celestia used this rare moment of silence to address those present. "He is right. There are more arrivals. Two are on their way, and will be here very soon." She looked to her right at the ornate, black seat with a white crescent moon. Just beyond it was an empty yellow seat. "I'm afraid the third will be unlikely to show up." She looked to her left, at the empty purple chair with Twilight Sparkle's cutie mark. On the other side was a pink seat that was currently occupied by Discord.

With everypony in Ponyville pre-occupied by recent events, nopony noticed that Princess Luna had personally escorted Fluttershy to Canterlot. Applejack, Rarity, and Pinkie Pie were too focused on Twilight, Twilight was too focused on Rainbow Dash, and Rainbow only had eyes for Twilight. Everypony else was paranoid about Changelings. Only Fluttershy’s animal friends really knew, as they bid teary goodbyes to her as she left. To an outside observer it was almost amusing, as she would only be gone for a few hours. However, for Fluttershy it was anything but, her critter friends were family to her.

Fluttershy was indeed glad for Twilight and Rainbow. She hoped they would find their true feelings for one another, and Twilight was certainly less depressed either way. She was still unsure of exactly how the friendship of the Elements would come back together, but she had high confidence that it would. But, nothing could stop her from being just as paranoid of Changelings.

She was actually suspicious of Princess Luna when she arrived at the front door of her hut, not sure if it was the real one. Following a few quick questions and the trademark Fluttershy stare, she proved to be the real deal and not a Changeling imposter.

"Now, will you allow me to tell you the reason I'm here?"

"I-I'm sorry, Princess..." she said with a bow. "You just can't be too sure with all the Changelings running around."

"It's no trouble, I assure you. I understand your caution. It could save lives. But, you are currently needed for something that will save more lives."

"What is it, exactly?" For something like this to be coming from Luna, who had her fair share of tough decisions in the past and many lives lost at her hooves, it must be extremely important.

"It's actually not safe to talk about it around here... come, follow me." Luna suddenly took off into the air.

"What? Hay! W-wait up!" Fluttershy stumbled as she tried to follow. Luna saw this and slowed enough to allow Fluttershy to catch up.

After a few minutes of flying, Luna judged that they had reached a safe enough distance away from any prying eyes to fully explain the situation. "As you know, times are very troubled. Changelings are everywhere, and it needs to stop. We have reason to believe that Queen Chrysalis will actually order a full-scale assault on Equestria soon."

"So... why are you bringing me here? What can I do about it?" Silence followed, as Princess Luna contemplated her response.

If anypony would be dealing with this, I thought it would be Twilight... why didn't Luna go to her instead? Why didn't she bring all of us? Maybe she knows about our fighting... but then, she could've just brought me, Twilight, and Rainbow. Maybe she thinks I'm on Rarity's side...

As the finer details of Canterlot began coming into view, Fluttershy could clearly make out the windows and balconies of the castle, she was awe-struck by its beauty in the early evening. This was Twilight's time after all, and many considered this to be the most elegant time of the day. Not as grand as the rising of the sun, nor as somber as the rise of the moon, it managed a happy medium between the two. To Fluttershy, it was perfect.

Soon enough, ponies could be seen wandering the streets of Canterlot, going about their daily business, whatever it was these fancy ponies did with their seemingly noble lives. Princess Luna finally broke the silence as they approached the castle.

"The Changeling horde is massive, and we cannot hope to defeat it alone. However, we are most certainly not alone. Equestria has allies, and Celestia and I both think they will help. That is, if they can stay off each other's throats long enough." She rolled her eyes as she remembered the Bat Pony nearly biting the Griffon, followed by the Diamond Dog trying to put a dull brown bag over the Crystal Pony's head. That part was more than likely just an obsessive impulse on the Dog's part, but the Bat-Griffon conflict was something much worse...

"So how do I fit in?"

"It is not just entire species we are calling for aid. There are individuals we believe capable of gathering a few... diverse allies. Individuals with special talents to gather these allies, or sharing an aforementioned talent with them."

"Special talents?"

The two landed on the front steps of the castle. As they trotted up the steps, two white Unicorn guards clad in golden armor saluted, and opened the front doors for them. They entered, and Luna continued.

"Celestia will explain everything, I promise. Now, stay close. Very few know about the area of the castle we are headed to, never mind the room. Many dismiss this as just a legend, but it is anything but. Come now, they will be waiting for us."

After a few minutes of trotting, Luna veered off in a complexly different direction then Fluttershy had been expecting. The hallway they entered was much thinner, barely large enough for both of the mares to walk through. It was also much darker, as there were no windows here. The only light was emanating from the hallway they had just left, which faded to nothing only a few hoofsteps in, as if something was blocking the light. Despite the darkness, it was clear that the hallway was a dead-end about fifty hooves ahead. Fluttershy put aside her own fears and trusted Luna knew where she was going. They finally came to a stop right in front of the wall that marked the end of the hallway.

"Princess Luna, what..."

"Shh..."

The dead-end wall turned a deep blue, and a small mechanical click echoed off the walls of the corridor. Luna reached a hoof forward, tapping in code four times on a single grey brick. Knock, knock. Knock, knock.

A new sound filled the hallway, the unexpected sound of stone scraping on stone. Dust shook from the wall as several bricks began shifting inwards. Then, the entire wall split down the middle before sliding back and receding to the sides, revealing a dimly lit stairwell.

Fluttershy stared at the new passage with wide eyes and a dropped jaw. The castle had secret passages? Why? Could there really be use for something like that?

"Come, we're almost there." Luna’s voice snapped Fluttershy out of her trance, and the two stepped into the passage, the wall closing behind them with the sound of scraping stone returning.

"Wow. I've never seen this part of the castle before. It looks..."

"Older?"

"Yeah..."

Fluttershy knew she hadn't seen all areas of the castle. In fact, she had only been here on a few occasions. The Grand Galloping Gala, the wedding of Princess Cadence to Shining Armor (and the first Queen Chrysalis incident), and a brief time while Discord was released.

The latter two had been both the best and worst times of her life. Both times their friendship stretched like a rubber band to its snapping point. Both times, Twilight Sparkle had saved them and brought them all back together. It was cruel that these memories surfaced now, at another instance of the friendship divided. This time, It didn't seem like Twilight would be able to bring them back together. It wasn't fair. Twilight had helped them all so much, and despite all she had done for them, their ‘other’ friends were ready to disown her. It was wrong in every sense.

They passed several battered, dusty wooden doors down a dimly lit corridor. It reminded Fluttershy of the time her and the other girls had gone to the abandoned castle in the Everfree forest, to free Princess Luna from the curse of Nightmare Moon. The memory sent chills down her spine, she couldn't recall ever being more scared in her life. But, it was also a happy memory. The greatest friendships of her life began from that time. It was how they had all became friends, and she couldn't have been happier than to finally have friends that accepted her for who she was, which is why this time seemed so wrong to her, how could they be so accepting then but so mean now?

Fluttershy realized that there were tears running down her face, which she quickly wiped them away with a hoof. She hoped she didn't look too scared in front of the Princess. She briefly wondered, what would Twilight say at a time like this?

Princess Luna came to a stop in front of a large door. This door was not covered in dust like the others, and seemed to be in perfect condition. Curiously, there were no guards. Fortunately for Fluttershy, Luna held up a hoof and stopped her from almost walking right into the closed door, which snapped her out of her thoughts.

"Princess Luna, why aren't there any guards here?"

"Because, most of them don't know how to get here."

Fluttershy opened her mouth to respond, but no words came out. She recalled that even thought she had just walked the path, there was no way she could get back here on her own, never mind the security spells, like that of the wall that required a very specific knock to activate. That one command had opened a large hole that had only stayed open for a few seconds before re-closing. Fluttershy doubted that was the only such measure. She was sure Luna most likely deactivated quite a few on the way down that she simply did not notice.

"Are you ready?"

"I suppose so..."

Princess Luna nodded, and telekinetically opened the door. Fluttershy looked around the room and gasped.

This room was nothing like the hallway they were just in. The hallway was cold, damp, and dark. This room was well lit, and had a comfortable feel to it.

"Luna. Fluttershy. Please, come take a seat. We're glad you have finally arrived," said an ever-calm princess Celestia.

The back wall of the large room was decorated by a stained-glass window showing Princess Luna, facing away, wings spread wide, while under a large red moon. The scene depicted in the backdrop seemed to be undefined chaos. Nothing could clearly be made out, besides the fact that it was clearly a large battle.

Two smaller windows were on either side of it. The one on the left showed Luna and Celestia together, focusing some brilliant magic on the form of King Sombra in the arctic north, with the Crystal Empire in the background. A small red moon was in the upper-left. The one on the right showed Discord in the middle of a different frozen wasteland, one Fluttershy could not recognize. He had one paw around the back of a yellow Unicorn filly with a yellow and orange mane. Her face was clearly marked with tears, and Discord actually seemed to be trying to comfort her. The two were looking at the red moon in the upper right corner. The picture seemed eerily familiar to Fluttershy, but she couldn't exactly place the reason...

The grey stone walls were decorated by banners set in a very particular pattern. A bright orange banner with Celestia's sun, followed by a deep blue banner with Luna's moon, followed by a jet black banner with a red crescent moon. The pattern continued with the three banners on three of the four sides of the room, the fourth being the one with the windows.

The large circular table in the middle matched the black banners perfectly; jet black wood, with a red crescent moon emblazoned in the center. A glass of water was placed in front of each occupant. There were eight others in the room, each seated at the table, and each bringing back a memory as Fluttershy looked over them, starting from the left.

First was a Diamond Dog with a spiked teal collar. He appeared to be one of the more intelligent ones, not the giant hulking brutes they used as soldiers. He brought memories of Rarity being ponynapped and used as a slave, to which the others, along with Spike, had tried to save. Only to find themselves woefully unneeded as Rarity had outsmarted the entire pack.

Next was the Buffalo. Fluttershy recognized him as Chief Thunderhooves of the Buffalo tribe near Appleloosa. He was wearing a small feather-hat, and still had the humble look on his face that Fluttershy saw all that time ago. She remembered their time in Appleloosa, where they had tried to keep the peace between the town and the tribe and the very disturbing song Pinkie Pie had sung that nearly caused the war to start on its own.

After him was the Griffon, which only reminded Fluttershy of Gilda, a memory she would rather suppress. This Griffon had a noble feel about him, and he was donned with a blue-ish armor, the material unknown to her. He had a welcoming smile on his beak, which made her feel a little more welcome in this place filled with strangers.

At the head of the table, from left to right, was a yellow seat, black seat, Princess Celestia, a purple seat, and Discord. How exactly had he gotten here without her knowing?

After the Draconequus was a yellow, shining Crystal Pony. She reminded Fluttershy of the Crystal Empire and the good times they all had there. The thought caused tears to fall that burned her eyes. Why was this happening to them? Why had a rift formed between the six of them, who were previously inseparable?

Wanting to get the thoughts out of her mind, Fluttershy continued to shift her gaze, her eyes fell to the next member at the table. It was a black Bat-Pony. Fluttershy quickly looked past him, a chill running down her spine.

Finally, she looked upon...

"...Spitfire? What are you doing here?"

Spitfire was focusing on one of the stained-glass windows, and had not noticed Fluttershy walk in, or Celestia's greeting. She turned, surprised, to see the yellow Pegasus and a grin crossed her face. She was not wearing her usual Wonderbolt attire, in fact, she was unclothed.

"Come, take a seat. I will introduce the members here formally."

Luna began to walk around the table, and Fluttershy followed her awkwardly. The Bat Pony gave her a cold glare from across the table, only serving to unsettle Fluttershy even more.

"This is The Council of the Red Moon, a war room that we have not had cause to use in over one thousand years," Explained Luna.

Luna took her seat in the black chair, and nodded to the yellow seat next to her. Coming close, Fluttershy saw her own Cutie Mark on the seat. She hesitantly sat down, looking once more over the table. She only now noticed that the five seats where she sat were much closer together than the rest, and seemed a bit taller as well. She noticed Twilight's Cutie Mark on the purple seat.

So, Twilight was supposed to be here... She quickly gave voice to these thoughts.

"Princess Celestia, why isn't Twilight here?"

“As Changeling magic is capable of intercepting my letters to spike, I sent two escorts to retrieve her. Normally I would have sent Luna for both of you but that would have taken too long.” In hindsight, Celestia supposed that allowing a Bat Pony and a Griffon guard sent by their respective leaders to retrieve Twilight Sparkle was not one of her better ideas. Although allowing it was a show of trust between them. “Anyway, on to the introductions.”

"Okay, first is Keen, representative of the Diamond Dogs. Ponies have had a limited history with them, but they will be a powerful ally all the same. If they agree, that is." Keen merely huffed.

"That's the chief of the Buffalo tribes. I believe you personally encountered this one. Unfortunately, he still refuses to share his name." Celestia gave him a glare, and he responded with a smile. He looked to Fluttershy and tipped his feather-hat, as a smile of recognition crossed his brown-furred face. "It's Thunderhooves," he said hesitantly.

"Here is Emperor Siros of the Griffon Empire. He represents his own species, and we are very grateful he has agreed to show up personally. One of the noblest beings I have ever had the pleasure to meet, he is also a fantastic strategist. He does what is necessary, but he knows when to not overstep his bounds." Siros bowed respectfully at Fluttershy. "I've heard of your ability to befriend animals, and that you once stared down a full-grown Dragon. It is an honor, and a pleasure, to meet such a worthy ally." He smiled at her again, before catching a look from the Bat Pony. Fluttershy smiled back. He was the first one so far to give an actual greeting.

"This is Luminance, of the Crystal Ponies. Sadly, Princess Cadence and Shining armor were unable to arrive on such short notice, so she has come in their place. They are a resilient and quick-minded race, naturally skilled in magic, and we would be happy to have them." The Crystal Pony looked at Fluttershy with an ear-to-ear grin. "Charmed," is all she said.

"Representing the Bat Ponies is Echo. Their kind is known for natural stealth, and... Some nasty bites. They would be a very valuable addition to our alliance, as they can also use echolocation to tell Changelings apart from other species, even when they are disguised." Echo looked at Fluttershy with another cold stare that seemed to pierce through her soul, as if he was saying I know what you are.

"It's apparent that you already know Spitfire. The Wonderbolts' flying is nearly unmatched, and that skill would be valuable for crowd-control in the vast Changeling swarm. But, there is another thing about Spitfire..." Celestia, Luna, Discord and Spitfire all looked up to the stained glass window showing Discord and the filly.

"You see, Spitfire is the last known member of an ancient race, known as the Firemanes."

Firemanes...

Fluttershy immediately recognized the scene shown in the window. It was an old legend that Twilight had once told her...

The Firemanes lived in a large Savanna-like plains region. It was hot and humid year-round, however, they not only survived, but also flourished. The crops they grew seemed to thrive in the hot weather, and as their name suggests, they also thrive in the heat. All of them had fur and manes of fire-like coloring. Their very life functions depended on heat to survive. Taking it away would be akin to taking away their ability to breathe.

They were infamous for their volatile nature, being extremely easy to anger. Civil wars were very common throughout their territory, but they all ended in peace, eventually. That is, except for the last one. The final war was so brutal that Princess Luna raised the moon red, the "red light hiding the bloodshed,” or, "to put in perspective how brutal the conflict is.” It was actually an omen for war. The moon remained red for almost one full week.

The species split in two, with a bloody conflict ongoing near the center of the territory. Nopony alive today knew what this war was about, but it did not matter at this point. The hate the two sides had for each other was so strong; the harbingers of hate themselves descended upon the land.

The Wendigos.

Being a species that lived by heat and fire, the icy storms that ravaged the land killed the bulk of them within a matter of days. The war still raged on, until the third evening of the blizzard.

The few survivors of each side gathered in the divide of their territories. This tale has been related to the Founding of Equestria for this reason. They made amends for the war right then and there, before all but one of them collapsed and died in the snow, one by one, their bodies being quickly encased in the ice. The one survivor was the Unicorn filly shown. Seeing this, the God of Chaos took pity on her, and quickly appeared at her side as she stared, tearfully, at the red moon overhead. She did not know the meaning of 'War', and never understood why the ponies had to fight.

“That lone Unicorn stared at the moon, wondering why her kind had to fight itself to extinction. Why her entire species had to die. Why it had to end this way. That's when Discord showed up." Celestia explained the tale to the other members. "Spitfire is different. After many generations, this filly's descendants relied less and less on heat to survive, and with it, their angry nature died down. She wouldn't be here now if it weren't for Discord."

"Oh come on, how could I not help her? Just look at that face..." Discord got teary-eyed as he stared back at the picture.

"Which was the entire reason why we didn't use the Elements of Harmony right away on him later when he want crazy. We knew there was good in him, which is also why we sent him to you to be reformed."

Echo spit out the water he was drinking as he heard Celestia's last sentence. "You... reformed the God of Chaos?!"

"I see why you brought her here now, Princesses," said Luminance.

"I'm not buying it," Keen started. "Unless I can see her 'skills' first-paw, I refuse to believe that she reformed a God, or stared down a Dragon."

"Well, you better believe it, bud. Fluttershy did exactly that. She's also not a half bad flyer, and I've seen that first paw- err, hoof." Spitfire was quick to defend her fellow Pegasus, as she retold the story of the water-tornado that allowed Cloudsdale to produce clouds, and how it never would have happened without Fluttershy.

"Like I said, not believing until I seeing."

With that, a large steel cage, a bit larger than an average pony, landed on the table. Inside of it was a mid-sized Timberwolf cub. It immediately turned to Echo and growled, causing him to leap back out of his seat and into the air with a yelp. He hovered there for a moment, staring daggers at Emperor Siros, who softy chuckled at him. Embarrassed, he slowly reclaimed his seat.

"Go on, Fluttershy. Show 'em what you can do." Spitfire's reassurance was all she needed. Fluttershy hovered forward towards the cage, smiling at the Timberwolf. It growled at her, but stopped after about five seconds. However, it retained its angry expression. She reached for one of the two locks, and everyone watched with anticipation as she slowly opened it.

"That thing will tear her to shreds..." Luminance muttered under her breath.

Fluttershy slowly hovered down, sitting on the table in front of the cage. She reached out a hoof to the cage, gently putting it up against the bars. The Timberwolf bowed its head to smell it.

"You're really nice on the inside, I can see it. I just want to be your friend. Won't you be my friend?"

The anger instantly faded from the beast's face, and it started barking and bounding around the cage with its tongue hanging out of its mouth. Fluttershy released the other lock, and the Timberwolf dove forward, forcing the cage open and knocking Fluttershy over. Luminance almost screamed, but Chief Thunderhooves laughed as he realized what the Timberwolf was doing.

Standing over Fluttershy, it began to lick her face.

After a few seconds, it stepped back and rolled over as Fluttershy scratched its stomach. She was laughing now, as she whispered playfully to her newest friend.

"Oh, you're a nice big fella, aren't ya? Aren't ya? I think I'm gonna call you Argus." He rolled back to his paws and licked Fluttershy's face again. The cage disappeared with Luna's magic, and Fluttershy and her new friend walked on top of the table back to their seat. He eagerly sprawled out over her lap. Argus was almost the size of Fluttershy, making it all the more impressive.

"Incredible..." Luminance whispered.

"T-that was just a cub! There's no way-"

"Stop making excuses, you coward!" Echo hissed violently, cutting Keen off, while slamming his hoof on the table in anger. Keen leaned back in his seat, intimidated by the Bat Pony's outburst.

"Princess Celestia, the Bat Ponies will fight with you to the very end! It was you who gave us a home, and none of our kind has forgotten. We are with you!"

Argus showed his fangs at Keen, as if he somehow understood what was going on.

"I'm very glad to hear that, Echo. So, the Griffons and Bat Ponies have joined us, Fluttershy. Emperor Siros agreed before you arrived."

"Add Crystal Ponies to the list, your majesty. We will join you."

"As will the Buffalo and Ponies of Appleloosa!"

"The Wonderbolts are at your service."

Celestia was beaming as she held back tears of joy. Her loyal subjects were now proving their loyalty, along with Equestria's allies. Keen remained still, however. Until the doors of the Council room burst open.

All eyes turned as the battered Griffon limped back in with a wounded Bat Pony on his back.

They had clearly been attacked. The Griffon had cuts and gashes along his legs, and a particularly nasty one across his face. The front of his steel chestpiece was cracked, and its back was covered in blood.

If the Griffon was bad, the Bat Pony was a disaster. One of his wings had a massive tear down the side, and one of his ears had the top cut off. He had double the amount of wounds as the Griffon. His voice was broken and weak.

"A... m-message...your majesty..." a scroll fell from its place under his wing as he passed out, the Griffon quickly placed him on the floor.

"That pony needs medical attention! Echo, he is one of yours, so you should bring him to the hospital wing. Now! He's bleeding out!" Echo quickly obeyed Luna's orders and darted forward, picking up the Bat Pony and sprinting out the door. Siros began to attend to his fellow Griffon.

Celestia levitated the scroll towards herself. As she opened it, she realized it was blank. However, a small green crystal floated out of its own accord. It floated down to the table, stopping right in the center.

The crystal began to glow with a vile green aura, as small orbs began to leak from all sides. One of the sides was noticeably brighter than the rest, and in a few seconds, it would be apparent why.

A small, green, translucent projection of Queen Chrysalis appeared on the table, projected from that side of the levitating crystal. It smiled at Celestia and laughed. Argus leapt to the table and began growling and barking at her false form.

"What is the meaning of this, Chrysalis?!" Celestia yelled at the projection.

"Is this your little alliance? How adorable. You think you actually stand a chance, Celestia?! Changelings will never be beaten. Even now, our swarm descends on Ponyville, and there is nothing you can do! We have been there for a while, actually. After your little student became a princess, I had one of my children copy her, and sever all ties she had to her friends, the Elements of Harmony. I still can't believe it worked."

Something snapped in Fluttershy's head. Did... did that just happen? Did she just say that?

It all made sense now. Why the others were acting so hostile, why Twilight had no idea... a Changeling had been copying her. She felt pure rage, more rage than when Discord took Rainbow's loyalty. Chrysalis was the reason their friendship had crumbled!

"I must admit, she has two very loyal friends. One is still with her, and the other caught on to the fake Twilight right away. This little pest..." Two Unicorns, one of them just a filly, appeared in the projection. They were unconscious, laying on their sides. Fluttershy gasped in horror as she realized who they were.

"Rarity... Sweetie Belle..."

"Say goodbye to your faithful student, Celestia. I will make sure she goes slowly, and very, very painfully."

The projection disappeared, and the crystal fell to the table. After a few seconds, it shattered and evaporated, its magic was used up.

Dead silence. Everyone in the room tried to process what had just happened. Surprisingly, it was Keen that broke the silence.

"Princess, the Diamond Dogs will join your alliance."

Celestia nodded with a smile, and turned to Luna.

"Sister, I must risk sending a letter to Twilight! She must be warned! Raise the Red Moon. As of this moment, we are at war!"

Author's Note

Thanks to twidashforever for the pre-read, and permission to use his Emperor Siros OC!
Thanks to Lightningbass94 for more pre-reading (and a bit of editing).
Wow, longest chapter yet! I'm trying to make chapters longer, so... yeah.