Along came a spider

The four ponies looked at the Changeling with utter disbelief.

"Queen Chrysalis, Princess are you sure?", Rarity asked.

"Do not worry Rarity, I know what I'm doing", Celestia reassured.

Princess Celestia looked over to Queen Chrysalis.

"I must say, Celestia, I was quite surprised when you sent for my help", Chrysalis said, her eyes never leaving Celestia. "What could possibly be so problematic that you would need my help getting rid of?".

"Chrysalis, we need your help", Celestia admitted.

"Really, you need my help", she said smugly.

"Yes, what we are dealing with is far too much for us to handle, The Minotaur's and Griffon's refuse to help us, for some reason they never came to help us, please you're our only choice", Celestia begged.

"What's this, is the great Princess Celestia begging?", she asked rhetorically.

"Chrysalis please, these ponies killed an entire squadron of our best guards and an element of harmony, we need all the help we can get", Celestia said.

'An entire squadron and an element of harmony eh' Chrysalis thought. "Alright then, since you seem so desperate".

Celestia breathed a sigh of relief, but she knew Chrysalis would not except something without gaining something in return.

"Wait, what's the catch?"

"Well, you have to give me and my hive a better place to live", Chrysalis answered.

"Sorry?".

"You heard me, the Badlands is not a very good place to raise a hive that feed off of love, we want to have our own town built for us to live in", Chrysalis explained.

"Very well, once this is over with you shall have your own town", Celestia said

"excellent, so what are we dealing with?", Chrysalis asked.

"They are a group of ponies, they can be identified by having a spider with twelve legs and a number on it for their cutie marks", she explained.

"And what can they do?", Chrysalis asked.

"They have abilities that are impossible to explain, all of them have magic yet, most of them aren't Unicorns", Celestia explained.

"Interesting, well then me and my Changelings will need to prepare all we can for this new threat", Chrysalis said.

"Indeed, until next time", Celestia said, watching as Chrysalis left the throne room. Chrysalis smiled evilly as she left.

"Sister".

Celestia looked to her left.

"Do you think we can trust her?", Luna asked.

"No, but we need help, and she is the only help we can get at the moment", Celestia explained.

"And what about the elements?", Luna asked.

"All we can do is hope that they are okay", Celestia answered.

"All we can do?", Luna copied, shocked at her sister's words. "What do you mean "all we can do"?".

"We can't go after them, we would surely get killed like the guards", Celestia explained.

"One of them was your student, practically your own daughter", Luna complained.

"Luna -"

"No, I'm going after them, I'm not going to wait here and let them die and get tortured", Luna yelled.

"Luna wait", Celestia said but was too late, Luna had already stormed out of the room.

Luna walked out to the palace grounds, she looked to one of her guards

"Gather the other soldiers, we're going after the elements", she ordered.

____________________________________________________________________________________________________________

It had hit nighttime by the time the Troupe had reached the mountain and began climbing. Chrollo looked back at the Troupe who were trekking up the mountain, each step drawing them closer to their goal. With one more turn they saw the entrance to the city.

They all remained silent, no word was uttered, but their eyes were all riddled with one thing, excitement. Be it for the treasure, the chance to return home, or the massacre that drew closer.

The Troupe walked closer and closer. They walked up to the gate and -

"Halt".

The Troupe members looked up and saw a Pegasus guard on one of the balconies looking down on them.

"I'm afraid we cannot let you pass without authorization", he said.

the guard flapped his wings to greet them at eye level.

"Due to resent events, we will need to see your cutie marks in order to find out whether you are members of the organization that attacked Ponyville", he said, without breaking his monotone.

"Very well", Chrollo said.

The guard approached Chrollo, however upon noticing his wings, his eyes widened. Chrollo pulled out his Ben's knife and stabbed deep into his neck, blood trickled down his neck. The guard shocked at what he saw, darted towards the horn used to alert the city of a threat.

Chrollo took one look at this guard and then Nobunaga, who prepared to draw his sword. Just as the guard was about to reach the horn he was teleported in front of Nobunaga, who instantly cut his head with one single blow. Blood splatted on the ground.

The Troupe opened the gate and walked in, the guards on the other side saw the bodies and drew their swords, due to their excellent training, they believed that they could handle them. They, were wrong.

Screams echoed through the air as the Spiders killed them all, leaving nothing but a bloodbath behind. The last guard left looked up with fear. Shalnark looked down upon the guard with his usual, innocent smile.

He looked down and pointed his remote at him. He pressed the button and flash followed, and a sharp needle was implanted in him.

"Now, I need you to go on a message", he said cheerfully.

____________________________________________________________________________________________________________

Shining armor had recently left the hospital. Luckily the damage had not been too severe and he was allowed to leave and continue his duties. Cadence walked next to him as he left the building.

"Careful", she warned.

Shining armor groaned as he walked down the stairs.

"Thanks dear", Shining thanked.

"Captain".

Shining armor and Cadence saw Weather Wing approaching him.

"Sir there was a fire at the entrance, Celestia wants you to go and investigate", he explained. "She believes that because we survived the encounter, that we could be of use, Cadence is already there".

"Those ponies again, but he recently got out of hospital", she said.

"This is an important matter", Weather Wing responded.

"So is my husband's health", Cadence said back.

"It's fine Cadence, I can shrug off the pain, as a guard is meant to", Shining Armor explained.

"Fine, but I'm going with you" Cadence said.

"But Cadence -".

"I'm not going to let you get yourself killed, now, where is the fire?", she asked.

"By the entrance", Weather Wing answered.

"Right, let's go", she said.

____________________________________________________________________________________________________________

The three of them reached the fires which had spread significantly.

"This is bad", Shining Armor muttered.

"Wait, look in the fire", Shining Armor said, altering the other soldiers.

Emerging from the fires was a guard.

"He was one of the guards at the gate", one guard explained.

"Trooper, what happened?", Shining Armor asked.

The guard smiled madly.

"He he, we were no match for them, he he, and now this city burns and you shall burn with them, he he, the Phantom Troupe, has come", the guard said.

The guard gave one final laugh before instantly dying, out from the fire walked two figures, one was a blonde Unicorn, the other was an Earth pony Shining Armor and Weather Wing new all too well.

____________________________________________________________________________________________________________

"Well that was fun", Shalnark said happily.

"And it's not even over yet", Franklin responded.

Shalnark gasped.

"Hey look, it's those two soldiers that escaped", Shalnark exclaimed.

"Huh", Franklin looked over to the guards. "Oh yeah them two".

Franklin noticed the bandage on his leg.

"I knew I hit you somewhere, though I thought you would have bled to death", Franklin said to himself.

"We guards are not so hard to kill", Shining called out proudly.

"Try saying that to the group of guards that you two were with at the base, not even those three you sent to sneak around survived", Franklin mocked.

"They're dead?", Shining's voice becoming more saddened.

"Did you think we would take them prisoner?", Franklin asked.

"Enough of this we can take 'em", one guard shouted.

"YEAH!", the other guards shouted.

"NO, WAIT!", Weather Wing yelled, but it was too late, the guards had already charged the two.

Franklin raised his arms and the ends of his hooves popped off. Gunfire blasted from his hooves and began tearing into guards.

"SCATTER!", Shining Armor yelled.

Shining armor, Cadence, Weather Wing and a few other guards jumped behind buildings for cover, Bullets blasting away at their cover.

"Sir what are we going to do", Weather Wing yelled.

The Unicorn next to Weather Wing firing at Franklin was blasted by one of Franklin's bullets, blood splattering painting Weather Wing's recently cleaned armor.

"We'll need to call for reinforcements or otherw-".

Shining Armor was interrupted by a strange antenna hitting his forehead.

"Captain what's wrong?", the guard next to him asked.

Shining armor turned back towards them with a crazed smile and blasted at the poor guard and the one next to him killing them both instantly.

"Shining, what are you doing?", Cadence asked

Shining looked at Cadence and fired off a spell. In response Cadence put up a shield to defend herself. The spell harmlessly bounced off. In the corner of her eye, she noticed Shining Armor teleport. Shining reappeared behind her and punched her onto the floor.

Shining raised his sword and prepared to bring it down upon her. Cadence quickly charged up a spell, tearing up as she did so.

"I'm sorry", she said quietly.

The spell grabbed the sword nearest from one of the guards Shining had killed. The sword was raised up from the ground which flung through Shining Armors back.

Cadence's eyes began to dampen with tears that she would not let show.

"Princess Cadence", Weather Wing called. "We need to get out of here, quickly".

Cadence continued to look at where her husband burned to ashes.

"No", she said.

"What, you can't stay", Weather Wing called back.

"Yes, I can now go tell Princess Celestia what happened", she called.

"But -"

"GO!", she ordered.

Weather Wing looked at Cadence one last time before flying off.

Cadence picked up the swords used by the two Unicorn guards killed by Shining Armor. She charged up a spell and teleported behind the Troupe members and thrust a sword through Franklin. Franklin quickly raised his arm and both of the swords collided with his arm.

"You're stronger then I expected", Cadence said. "Consider it the only complement you will get, murderer".

"Did you really think that you could attack me behind, little fool", Franklin said with a grin.

Franklin looked at Princess Cadence directly in the eye, and the battle began.