The Umbra Queen

by Car Cloth

Rating: teen
Tags: Romance, Spike, King Sombra, Rarity, Adventure, Twilight Sparkle, My Little Pony: Friendship is Magic, Sweetie Belle
Length: 37499

All is well until, one by one, the inhabitants of Ponyville begin acting… strangely. Shaken by a terrible feeling of dread, Rarity believes she may be the only one left to save everypony from the rising darkness.

All is well in Ponyville. At least, that's what everypony says. One by one the residents of Ponyville begin acting strangely, calling into question the feeling of dread Rarity just can't seem to shake. A dark presence has slithered its way into Ponyville... one Rarity is sure she's felt before...

Will she be able to save her friends in time before its too late? Will the pony she fell for return, like in all her dreams? Only time will tell and she's quickly running out of it.

(Artwork [with permission] from NastyLady on deviantart)

Published 2014-06-20 08:20:01 UTC
Last updated 2014-07-06 07:01:46 UTC

Cute-ceañera

“And you think you can have it done by tomorrow?”

“Of course, darling,” Rarity replied absent-mindedly, sewing the last few stitches into her latest masterpiece.

Apple Jack hesitated. “It isn’t asking too much? I know you’re busy and all… what with the extra responsibilities you have on your hooves.”

“It’s no trouble at all.” Just. One. More. Stitch… Done! Rarity took a step back and admired her tiny work. But… It still wasn’t perfect…

“Well, I know Babs will really appreciate it. She’s been talkin’ non-stop about this cute- ceañera thing since she got her cutie mark. I was a little surprised when she asked to have the party at our farm…”

“Uh-huh,” Rarity nodded along with Apple Jack’s conversation, barely hearing anything the other pony said. The tiny vest she was working on was dark gray with white pinstripes. Rarity thought it was adorable but it needed something more. Perhaps a handkerchief, she thought. Or perhaps a bowtie…

“Okay then. I’ll see you tomorrow. Just come by with the dress and I’ll hang it up in the barn for Babs to try on. See ya!” Apple Jack tipped her hat before trotting out of Rarity’s boutique.

“Right, right,” Rarity nodded, telekinetically guiding over a black bowtie. She attached it to the vest and took another step back. It was perfect! “Magnifique!” she gasped. Ecstatic, Rarity turned to show Apple Jack but was disappointed to see she was no longer there.

“What do you think?” Rarity asked her shadow on the wall. It nodded on its own, showing its approval. Rarity smiled. She normally preferred to work alone but having a silent assistant that always encouraged her to continue was even better. The shadow, a gift from King Sombra during their short time together, was just encouraging enough to push her to her creative limits without being too overbearing. Rarity thought the magic that kept her shadow “sentient” would eventually wear off, but she had been mistaken. It remained her passive, ever-watchful guardian.

Rarity levitated the tiny vest and bowtie off the dress horse and floated it along behind her. She trotted up to her room and opened the door with a wide smile. “Spike! I have a surprise!”

Spike and Sweetie Belle were both in Rarity’s room, hovering over the edge of a baby’s cradle. Spike turned when Rarity entered the room and smiled. “Rarity! Are you done working for the day?”

“Sister!” Sweetie Belle half-sang. “We have so much to tell you! I love foal-sitting! It was so much fun! Can I can by and do it tomorrow? Can I, can I, can I?”

“Of course, darling.” Rarity trotted over and held up the tiny vest and bowtie. “What do you think?”

Spike and Sweetie Belle earnestly admired the craftsmanship. “Wow, this is really good, Rarity!” Spike admitted.

“Only one?” Sweetie Belle asked. “You didn’t make one for Ebony?”

“Obsidian prefers vests and Ebony prefers stockings.” Rarity walked over to the side of the cradle and inspected her two twin foals. Just like the Cakes, she had been lucky enough to have two fraternal twins; one boy and one girl. Obsidian was a white colt with a jet-black mane and tail while Ebony was a dark gray mare with a dark purple mane.

Rarity fastened the vest around Obsidian and straightened the bowtie. He was busy sleeping, barely aware of her loving gestures. She kissed each of her children once on the head before stepping away from the cradle to allow them to sleep.

“Um, Rarity? Do you mind if I talk to you real quick?” Spike asked, nervously shuffling his feet.

“Don’t tell her all the cute stories without me,” Sweetie Belle interjected.

“No, I wasn’t going to talk about that… I just wanted to talk to Rarity. Alone. For a moment. Would you mind watching Obsidian and Ebony for a minute, Sweetie Belle?”

“Would I!?” She jumped with excitement. “Of course I will!”

Rarity nodded to Spike and followed him out of the room.

Sweetie Belle watched her sister and Spike leave the room. Once they were gone she turned back to the foals and smiled. Normally Rarity insisted that someone else stay with her while she watched the foals… it was never just Sweetie Belle.

“Hey guys,” she whispered to the sleeping twins. “I know I’m technically you aunt, but I was hoping you guys could call me something different.” Sweetie Belle leaned closer to them and nervously glanced over her shoulder to make sure no pony was listening. “I’m going to tell you guys a secret… Keep it between us, okay? I’ve… always wanted to be a big sister, like my sister Rarity. Maybe you guys can call me big sis from now, okay? And I can pretend to be your big sister? I promise I’ll be the best big sister you guys ever had!”

Sweetie Belle knew it was silly to talk to them now. Neither of the twins had said anything yet, and it might take a few months before that even happened. She just wanted to get in on the ground floor… before they started calling her auntie.

Ebony suddenly yawned and blinked herself awake. The little filly looked up at Sweetie Belle with striking red eyes. For a moment they stared at each other until Ebony suddenly sneezed, sending a wave of uncontrolled unicorn magic washing over Sweetie Belle and her brother, Obsidian.

The wave of magic caused Sweetie Belle’s mane to stand on end and change to a neon green color. Obsidian looked as though he had been coated in blue paint and instantly began to cry.

“Oh no! Please don’t cry! Your big sis is here to comfort you!” Sweetie Belle picked the two foals up into her hooves and began to rock them back and forth. Baby unicorn magic was very unpredictable, but usually harmless. Sweetie Belle was sure the changes to her mane and Obsidian’s body weren’t permanent… Right?

“Go to sleep little baby,” Sweetie Belle began to sing. “Honey on a rock, and the sugar don’t stop! Gonna bring the bottle to the baby! Go to sleep little baby!” The two foals relaxed in her hooves and eventually stopped crying. Sweetie Belle breathed a sigh of relief. She was glad Rarity hadn’t come back into the room and seen this. Oh wait, Sweetie Belle thought. I need to clean this up somehow!

She placed Ebony and Obsidian back in their cradle and immediately began running around the room like an unrestrained lunatic. She had to find something to clean Obsidian with! Grabbing the first rag she saw, she ran back to the cradle and began scrubbing him down. Obsidian frowned and his eyes watered with each scrub.

“I’m sorry,” Sweetie Belle muttered under her breath. “It’ll be over soon! I’m almost done!”

“Sweetie Belle?” Rarity’s voice filled the room.

Startled, Sweetie Belle threw the rag over Obsidian and turned around, keeping her back to the babies. “Yes?” she squeaked.

“Oh, Celestisa!” Rarity gasped in terror.

Sweetie Belle sunk down in fear. “I can explain!”

“What happened to your mane, my dear?”

“Er, my mane?” Sweetie Belle touched her head and remembered she looked crazy as well. “Oh, nothing. I was trying something new… to, uh… entertain the twins.”

Rarity looked at her very suspiciously before slowly backing out of the room. “I… forgot something. I’ll be back once I’m done talking to Spike. Do me a favor… don’t style the foal’s manes while I gone.”

“I won’t!”

Rarity closed the door behind her and disappeared. Sweetie Belle let out a long sigh of relief before turning back to the foals. Obsidian was still under the rag, a sad expression across his face. Ebony, on the other hoof, was laughing at her baby brother, even going so far as to point.

Using her magic, Sweetie Belle quickly cleaned the rest of the magic paint from Obsidian. “There! All done! Don’t you two go telling Rarity.”

Both the foals smiled and waved their hooves at her. She picked them up again and began rocking them back and forth.

“Do you guys want me to sing again?”

They nodded.

“Haha, all right! You asked for it!”

“What was it you wanted to talk to me about, Spike?” Rarity asked, circling the downstairs of the boutique. It was messy but she still had to finish Babs Seed’s dress. She wished the little filly could have come to the boutique to try it on, but alas, she wouldn’t be here till the day of the Cute-ceañera due to the fact she lived all the way over in Manehattan.

“I, uh, wanted to talk to you about things,” he vaguely stated.

“Things?” Rarity asked, searching through her varieties of thread, looking for just the right color. The Cute-ceañera will be held in the daytime, she thought. I should pick a color that will stand out well in the sunlight…

“Yeah,” he nervously continued. “About… things. Things like, I dunno… um… us.”

Rarity dropped the spool of thread she had picked and stood silent for a moment. Buying herself thinking time, she slowly picked up her thread. It had been nearly two years when she met King Sombra for the second time and had a hasty, but passionate love affair with the stallion. The entire event had destroyed half of Ponyville, decimated the Everfree Forest, left her with a magical shadow and pregnant with two foals. It had been a very passionate affair.

The thing was… Rarity had shared many core character traits with Sombra and he felt like a pony cut from the same cloth, so to speak. He was regal, proper and dedicated. He had been many things that Rarity often admired… She had yet to feel the same way about anypony, any dragon, since Sombra… died…

“Spike,” she slowly began. “I very much appreciate you being here to help me…”

“I love helping you,” Spike cut her off. “I enjoy every second I’m with you!”

She turned to him and half-smiled. “I enjoy my time with you too, Spike…”

“Just think about! You don’t have to say anything now. I just wanted you to know I think about it…”

Rarity nodded to him and appreciated that he was mature enough to give her space on the matter. Finally the dragon awkwardly shuffled over to the door of the boutique.

“Er, I, uh, just remembered something I need to help Twilight with… I’ll see you later, okay?”

And with that, he was gone. Rarity contemplated whether or not she would work on the dress now or tomorrow. She was feeling… disheartened and somewhat alone. Her shadow stretched over the wall and pointed up to the roof, where her room was. Upstairs she could hear Sweetie Belle’s lovely voice. She was signing to the children.

“You’re right. I should finish the dress while they’re being taken care of,” she said aloud. Placing the dress on the dress horse, Rarity started the long process of finalizing all the minor details. Everything had to be perfect.

Her work was only interrupted by the slight knocking on the door. Rarity trotted over and opened it up, surprised to see Apple Jack standing there.

“Apple Jack? Did you forget something?”

“Who? Me?” Apple Jack stammered. “Er, no… I was coming by to tell you… um… about the Cute-ceañera.”

“You’ve already told me about the Cute-ceañera,” Rarity said with a raised eyebrow. "Don’t you remember? You were just here.”

“Right, right. Sorry. I guess I’ve just been forgetful lately,” Apple Jack muttered with a few forced laughs. Rarity didn’t see how it was funny.

“Well, if you want me to have this dress ready you’re going to have to let me work, darling.”

“Right. Just make sure it’s in Bebs size.”

“Bebs?” Rarity snorted. “Don’t you mean Babs?”

“Er, right. Whatever. Just make sure it’s in her size, okay?” Apple Jack awkwardly turned away from the door and trotted off. She looked over her shoulder more than once as she got further away from the boutique and Rarity couldn’t help but wonder what in the name of Celestia was going on. Had Apple Jack ever forgotten one of her family member’s names? Rarity couldn’t remember a single instance of that happening.

I guess it’s nothing to be concerned about, Rarity comforted herself. I’m sure Apple Jack is just caught up in all this Cute-ceañera planning…

Fluttershy & Discord

Rarity tossed and turned in her sleep. She jerked awake moments before the sunrise, covered in sweat and shaking with regret. After a few deep breaths she calmed herself. What had she been dreaming about? It was something… something important… something about a promise she had made…

The fleeting feelings and thoughts left her. She couldn’t seem to remember her nightmare, but she knew it was just that. Pulling herself out of bed, Rarity immediately trotted over to the cradle she kept in her room. The two baby foals were sleeping. Peacefully sleeping.

“How are mommy’s prince and princess this morning?” she whispered to them.

Both of the foals yawned before wrapping their hooves around each other, hugging in their sleep.

Rarity was confused by a knocking at her bedroom door. She trotted over to open it when it suddenly burst open.

“Surprise!”

Standing in the doorframe was none other than Discord. He flashed a pearly white smile before slithering into the room and wrapping himself around Rarity.

“Did you sleep well, my darling?” he asked cryptically.

“Discord,” Rarity balked. “What are you doing in my house? And at this hour?” She wiggled her way out of his grasp and walked over to her nightstand. Using her magic, Rarity telekinetically brushed her mane and straightened her appearance. She hated looking sloppy in the morning. It was so… uncouth.

“I came right over the instant I had an idea,” he said with a half-smile. Discord floated over to the cradle and gently rocked it. “You see… Fluttershy has asked me something... important... and I thought I would do something special for her.”

Rarity finished primping herself before turning to Discord. “What did she you ask you?” I'm glad those two are spending more time together, Rarity thought with a laugh. She has always had a thing for Discord.

“Do you think you could make a special dress for her?" Discord asked, completely ignoring Rarity's question. "Something she would like?”

“Me? I would be honored to but… why wouldn’t you make one? With your magic?”

“I want something that would last,” Discord replied. He stopped rocking the foals and turned to her with a playful wink. “I know whatever you make will be glorious.”

“Oh,” Rarity blushed as she held her head high. “I guess I do make wonderful dresses…”

“The best dresses.”

“Flattery will get you everywhere,” Rarity said with a laugh, quickly grabbing her sketchbook with her magic and jotting down a few preliminary ideas. “You’re in a better mood than usual,” Rarity coyly stated.

Discord flashed a mischievous grin. “The world is a different place when you have a very special somepony. Wouldn’t you agree, Rarity?”

She remained quiet and focused on her inspiration. She had experienced love once, but it had come and gone so quickly… she wished she could have enjoyed it more. Like Discord was.

“Can you keep a secret?” Discord asked, floating over to her and turning upside down.

“Of course.”

“Fluttershy asked me… to stay with her here in Ponyville!”

Rarity was momentarily shocked but quickly calmed down. That wasn’t too surprising. They did spend a great deal of time together and Fluttershy was the only pony that really seemed to get along with him… “I’m happy for you,” she finally said. “When are you going to make it official by telling everypony else?”

“Oh, sometime soon. Which is why I want you to make a dress. She wants to have a party. She has no sense for event planning so we’ve asked Pinkie to plan everything.” Discord disappeared and then reappeared on the other side of the room. “I want it to be remembered for the right reasons. I would use my magic to make everything right, but… I can’t help it if everypony doesn’t appreciate my chaotic flare.”

“I’m sure it’ll be special, darling. Now, if you don’t mind, I need to deliver a dress over to Sweet Apple Acres. I’ll start on Fluttershy’s ensemble the moment I get back.”

Discord glanced over to the twin foals. “Aren’t you going to take your kids? Or should I watch over them while you’re gone?”

“T-that’s quite all right!” Rarity nervously gasped, running over to her children and shielding them from Discord’s sight. “I’ll bring them with me!”

“Are you sure? I’m free this afternoon…” He floated over the cradle and wiggled his fingers around, trying to get their attention. He made a menacing, spike-covered rattle appear in his hands.

“No, no. I wouldn’t want to impose,” Rarity said with a nervous laugh. “I’ll take them. With me. Right now.” She quickly scooped up her children and placed them in her duel carrying saddlebag. It was her own custom design, so that she could carry her children and still be stylish.

Both the foals were awake now, glancing around their environment. Ebony began biting the saddlebag but Obsidian was as quiet as can be. Rarity used her magic to levitate over two bottles of milk and gave each one, preventing Ebony from destroying Rarity’s hoofstitched bag.

“You’re no fun,” Discord pouted, vanishing the rattle.

Rarity carried her children downstairs and collected the dress. I’ll be back in no time at all, she thought. No time at all.

“I’ll be back later tonight to see the progress on the dress,” Discord said, waving to her as she left.

“So when are we going to get together to try and get our cutie marks again?”

“Hmm… I don’t know. I’ll have to talk to Scootaloo about it.”

“It should be soon. My family has been asking me to do a ton of chores lately.”

Sweetie Belle lifted an eyebrow. “Don’t they ask you to do a ton of chores every day?”

“Well, yeah, but… Apple Jack and I usually do them together... but all this morning Apple Jack was busy doing other things. She hasn’t said more than two words to me! I don’t like it.” Apple Bloom sighed and took a seat next to the barn. All the members of the Apple Family were gathering near the house to start decorating for Babs Seed’s Cute-ceañera. Pinkie Pie was directing and blowing up balloons. Sweetie Belle watched them with only mild interest.

“Apple Bloom? Where are you?”

“Hide!” Apple Bloom gasped. “It’s Big Mac!”

“Big Mac?” Sweetie Belle questioned. “Why would we hide from your brother?”

The two fillies jumped behind a stack of hay and quieted down. Big Mac walked by, his eyes scanning the area with an intense scrutiny. After a moment of glancing around, he left. On his bag he carried a huge sack…

Sweetie Belle looked over the edge of the hay and watched the stallion go. “Why were we hiding from your brother?”

“He’s been acting really weird. For the last few days. Talkin’ all funny and tellin’ me what to do all the time… I don’t know why.”

“You didn’t ask him?”

“I thought he was just havin’ a bad day or somethin’…”

“Wait, and you said Apple Jack was acting weird too?” Sweetie Belle asked, pacing back and forth. Maybe there was something going on… “Maybe something happened to them and we need to figure it out! We could get our cutie marks in detective work!”

Apple Bloom smiled. “Hey! Yeah! That’s a great idea! We should tell Babs and Scootaloo! We could all hang out again!” The two fillies began jumping around in circles, each of them imagining all the fun they would have being detectives.

“Apple Bloom!” Big Mac angrily snorted. Apple Bloom cringed and slowly turned around. Big Mac was standing over them with a glare. “I’ve been calling you,” he said in a stern tone.

“S-sorry,” Apple Bloom muttered. “I guess I musta missed that…”

“Come with me,” he commanded, pushing her ahead of him with a powerful shove. Sweetie Belle glanced at her friend with a worried expression. “Sweetie Belle, you come back during the party. Understand?”

Big Mac’s gruff speech was far from what Sweetie Belle was used to. “Er… Y-yes, of course. I’ll be back then.”

Big Mac nodded before taking Apple Bloom away. Sweetie Belle nervously shuffled in place. That was really weird. Maybe I should tell somepony, she thought. Somepony who’ll do something…

Out of the corner of her eye she spotted Fluttershy. The yellow Pegasus was watching Pinkie Pie set up the outside decorations. Sweetie Belle ran to her. She helps Twilight rule all of Ponyville! She’ll know what to do!

“Fluttershy! Fluttershy!” Sweetie Belle called out. “I need to speak with you!”

Fluttershy turned and lifted an eyebrow. “Yes? What is it?”

“I… I have to tell you something! I think some of the ponies here-”

“Get away from me!” Fluttershy abruptly shouted, swatting away some bees that had randomly flown by. “Pests,” she hissed under her breath. She turned back to Sweetie Belle with a sweet smile. “What were you saying?”

Sweetie Belle awkwardly took a step back. “I… Uh…”

“Oh, wait, Sweetie Belle. You’ll have to tell me later. I need to go help Apple Jack…” Fluttershy opened her wings and took to the sky, flying straight over to the barn where Big Mac had taken Apple Bloom. Sweetie Belle turned to Pinkie Pie, who was close by.

“Did you see that?” Sweetie Belle asked under her breath.

“See what?” Pinkie Pie asked in between blowing up a balloon.

“See her?”

“See who, silly? Fluttershy? Sure. I saw her.”

“Did you see how weird she was acting?”

“I didn’t notice anything weird,” Pinkie Pie said, pondering the question. “I guess her mane was a little different today…”

“No, er, I mean did you see her with the bees? She waved them away!”

“Well, of course! They were bees! Bees sting ponies!”

Sweetie Belle frowned. Did Pinkie Pie already forget that Fluttershy was the one with a wasp for a pet? She would never wave away bees! Something was going on and it was beginning to creep Sweetie Belle out.

“I need to go,” Sweetie Belle suddenly blurted out. She had a bad feeling about Sweet Apple Acres. She needed to get away from here… as far away as she could.

“Okey-dokey,” Pinkie Pie absent-mindedly stated. “See ya later!”

Without looking back, Sweetie Belle ran from the farm as fast as she could. Maybe nothing was going on… maybe it was all in her head but… she had a terrible feeling about everything… like there was a darkness slowly closing in all around her…

Rarity… I need to speak to Rarity!

Shadows in the Night

“Rarity! Rarity, where are you!?”

Sweetie Belle burst into the boutique, gasping for breath from the long run. She glanced around the shop in a panic. No one was here!

“Rarity!” she called out, running up the stairs to Rarity’s room. “Are you here!?”

Nothing. It was empty.

Overcome with dread, Sweetie Belle paced around the boutique. Her mind was jumping to conclusions, postulating every terrible outcome. Maybe there's an evil spell going around… or maybe someone evil is trying to take over all of Ponyville… maybe everyone is possessed… What’s going on!?

Ding-Ding!

Sweetie Belle looked up, overjoyed to see her sister walking through the front door. “Rarity!” she gasped. “There you are!” She ran over but stopped just short of hugging. “Wait… Are you… are you like the others?”

“Sweetie Belle?” Rarity questioned, obviously confused. “I thought you went to Sweet Apple Acres for the Cute-ceañera… What’re you doing here?”

“Answer me this first: what color goes well with purple?”

“It depends, darling,” Rarity said as she gently unloaded Ebony and Obsidian into a playpen. “Is the hue closer to a red or a blue? Or is it more of a mauve?”

“Whew… You’re still you,” Sweetie Belle breathed a sigh of relief. Only Rarity would answer with such a technical response.

“Why did you want to know, Sweetie?”

“I just had to make sure. And, I have to tell you something… Rarity, ponies are acting really weird over at Sweet Apple Acres! They took Apple Bloom! It was terrible, we have to do something!”

“Slow down, slow down,” Rarity said with a nervously laugh. “Start from the beginning. What happened at Sweet Apple Acres?” While Sweetie Belle gathered herself, Rarity walked around the room gathering everything she would need in order to start working.

“Big Mac was acting really weird and took Apple Bloom away! And then I tried to tell Fluttershy but she was acting weird too!”

“Oh, Sweetie Belle,” Rarity said, rolling her eyes. “I’m sure everything is all right.”

“No, you don’t understand! Flutterfly swatted away bees!”

Rarity stopped what she was doing and turned to Sweetie Belle with a lifted eyebrow. “She did? That is somewhat suspicious…”

“Yeah!” Sweetie Belle sarcastically stated. “I think they’re possessed by evil or something! Or maybe their secret zombies! Or vampires!”

“Don’t be so overdramatic.”

Sweetie Belle glared. “That’s ironic coming from you.”

“Hey! I’ve been better lately…” Rarity went back to her work, but she was somewhat disturbed by Sweetie Belle’s statements. “I was just at Sweet Apple Acres… I didn’t notice anything out of place.”

“You have to trust me, Rarity! Please! You have to go check it out again!”

Rarity sighed. “Very well, Sweetie Belle. If it means so much to you I’ll go back and check it out. Maybe we can go back together that way you can still play with Babs.”

“No, I don’t want to go back. I got a bad feeling about that place. I’ll stay here and watch Ebony and Obsidian.” She ran over to the foal’s playpen and protectively hugged the side. “And you shouldn’t go alone! You should take Twilight!”

“I can handle myself,” Rarity immediately rebutted. After a second of thought she sighed. “But you’re right. If something is wrong I should have Twilight with me. All right, I’ll go back. Make sure nothing happens to the kids.”

“I’ll watch them. Don’t worry.”

Rarity slowly trotted out of the boutique and closed the door behind her. Once Sweetie Belle was sure Rarity was gone, she used her magic to lock the front door and close all the blinds. Something was wrong. She felt it in her gut. But… what?

Sweetie Belle turned back to the foals in their playpen and was instantly taken aback. The side of the pen was on fire! “Ebony!” she yelled. “Not again! No fires!” She ran over and put it out. Geez, what was with that baby? I never did anything like that when I was a little filly! I know unicorn foals sometimes can’t control their magic but this is ridiculous… And why is she always so destructive?

Rarity watched the party with a close eye but… nothing was out of the ordinary. The colts and fillies were having fun playing all the standard games, Apple Jack was overseeing things as usual, and Pinkie Pie was running the events…

“Have you seen anything wrong?” Twilight Sparkle asked, taking a drink out of her coconut cup.

“No, not that I can say.”

Sweetie Belle had been so sure, Rarity thought. She was trying to spot something suspicious but everyone was so happy it was hard to suspect a thing. Rarity did feel a certain sense of unease being at Sweet Apple Acres, but it was the same type of unease she had carried with her since the morning. It reminded her of her nightmares…

“I guess Big Mac and Apple Jack do seem a little stressed…”

“But who wouldn’t be? Have you seen the size of their family?”

“And I haven’t seen Fluttershy here…” Twilight looked around. “I haven’t seen her all day, actually.”

“She’s probably with Discord,” Rarity commented with little interest.

“Hm.” Twilight was deep in thought, slowly drinking the last of her coconut drink.

Rarity glanced to the sky. The sun was setting. It was time to get back home. “I’m going to go, Twilight. If you see anything you’ll tell me, won’t you?”

“Yeah, of course, Rarity.”

She nodded to the princess and left Sweet Apple Acres. The feeling of unease stayed with her the entire walk home. It was frustrating not knowing what was wrong, especially when it seemed as though the answer was so close.

Before long, Rarity arrived at her boutique. It was dusk and the nearby buildings cast looming shadows over the area. It felt like the citizens of Ponyville were watching her enter her shop but every time she turned to face them they looked away.

Once she was inside, Rarity laughed to herself. Sweetie Belle was sleeping next to the playpen, her mane a mess and the boutique in shambles. Normally this would irritate Rarity but it was a different story when one had foals, especially unicorn foals.

“Sweetie Belle, wake up. I’m back now. You should go home.”

Sweetie Belle slowly blinked herself awake. With a yawn, she stood up and stretched. “Rarity? Did you find anything out?”

“I’m sorry, Sweetie. I didn’t see anything out of the ordinary.” Rarity began cleaning the boutique. “I even saw Apple Bloom. She was asking for you.”

“She was?” Sweetie Belle shuffled her feet together and stared at the floor. “Maybe I was overacting.”

“It’s all right. Babs said she would be in town for the next few days so you’ll be able to spend time with all your friends soon enough.”

Sweetie Belle suddenly looked up with tears welling in her eyes. “Rarity… I… Do you think I’ll ever get my cutie mark?”

Rarity turned to her with a frown. “Are you okay, Sweetie Belle? Where did that question come from?”

“I was having a nightmare and it was about me never getting my cutie mark.”

“I’m sure you’ll get your cutie mark,” Rarity said with a laugh. “All ponies get their mark eventually.”

“What about Sombra? He didn’t have his mark!”

Rarity practically flinched at the name. Just thinking about him brought her to a point of grief. She wished he was here… if there really was something terrible happening, he would have protected her. “Sweetie Belle… That was different.”

“But he was full grown! A stallion! What if I’m like that?”

“You won’t be… Let’s just… stop talking about it, okay? Why don’t you try getting your cutie mark in magic or something.” Rarity gathered up her two children and wrapped them in blankets for the night. They were the closest thing to Sombra she had right now.

“I’m not going to get my cutie mark in magic… I’m not even that good at it.”

“Well, just use your magic on things you are good at,” Rarity practically yelled, waking the two foals. “S-sorry,” she weakly stammered after looking at Sweetie Belle’s hurt expression. “I’m just tired and I don’t want to talk about this anymore. I’ll… I’ll see you tomorrow.”

Sweetie Belle slowly nodded and walked out of the boutique with her head hung. Rarity sighed. She rocked her two children as she took them upstairs to go to bed. By the time she placed them in the cradle they were already dreaming. Exhausted from all the work and effort she was putting into everything, she turned to her bed with a longing glance.

“Oh, I forgot about Fluttershy’s dress!” Rarity said to herself. Debating on whether or not to work on it now, Rarity instead opted to work on it early in the morning when she was feeling inspired. Lying down in her bed, Rarity fell asleep the moment her head hit the pillow.

Rarity ran through the shadows without purpose or direction. She was just running. Where was she going? What was she doing? She couldn’t remember. It was something important. Something she thought she had to do…

Suddenly, her shadow rose up in front of her. She slid to a stop and watched as it coalesced into a solid form in front of her. Rarity cowered in fear as it rose above her, finally coming together to create an imposing stallion. King Sombra.

Seeing him caused Rarity to relax. She moved closer and nuzzled his neck, smiling. “I’ve missed you,” she whispered.

“Where have you been?” he asked in a dark and slow tone.

“Been? I’ve been in Ponyville.” She looked up at him in confusion. “I’ve always been there.”

“You left me,” he growled.

“L-left you?”

Sombra shoved her down, his red eyes glowing in the phantom darkness. “You left me when I needed you most. You left me to die.”

“No,” Rarity tried to explain. “No, I would never leave you! There was nothing I could do!” She tried to stand but the shadows wrapped around her body and kept her down.

“You promised you would stay,” he said, flashing his fanged teeth. “That you would help me… but clearly I was wrong. You left me to the nightmares… just like the princesses left me to the snow… wasting away in my own fear and torment.”

Rarity shook her head, unable to think of what to say. She would never leave him! She wanted to help him!

“You’re a monster, just like the rest,” Sombra stated, closing the distance between them. Before Rarity could say anything, he lashed out and bit her with his sharp and razor-like fangs.

“Ah!”

Rarity sat up in her bed breathing deeply and looking around her room. She was awake now… everything had been a dream. Just a dream. I was dreaming, she tried to reassure herself. That didn’t happen… It was a dream. After a few breaths she felt better.

At a certain level Rarity blamed herself for Sombra dying. Maybe she could have done something to save him… Maybe she should have been the one to lead the Ruin Worms to their doom… What if it had been all her fault?

Tap. Tap.

“Hm?”

Rarity glanced up at the window and was startled to see the silhouette of a Pegasus. Lightning flashed and Rarity could clearly see an outline, but wasn't entirely who it was. The moment the Pegasus realized Rarity was looking, it flew away.

“What in the name of Celestia?”

Rarity ran down the stairs of the boutique and then out into the streets of Ponyville. It was lightly raining and thunder was cracking in the distance but otherwise Rarity saw nothing. Had some pony been watching her sleep? What was the meaning of that?

Shaken, not only from her disturbing nightmare, but from the fact there was some Pegasus watching her sleep, Rarity slowly trotted back into her shop and rested her head against the door. She was wet and cold, but nothing chilled her more than the feeling she had forgotten something terribly important…

Clubhouse

Princess Twilight Sparkle stared up at the sky. It was raining. Rain, in and of itself, wasn’t a foreign concept to her, but rain during the day was. The Pegasus of Ponyville were to regulate the weather… it only rained during the night or on days pre-approved ahead of time. Why was it raining now?

Putting her concerns on the backburner for now, Twilight instead continued on her path to Rarity’s boutique. Spike was to meet her there so that they could all discuss Rarity’s paranoia from yesterday. At first Twilight had been skeptical about Rarity’s concerns but certain facts, like the rain, lead Twilight to think that perhaps Rarity had been onto something.

The boutique was open and Twilight let herself in. Rarity was busy hemming a white and blue dress. The dress itself was simple, yet elegant, reminiscent of a wedding gown. Twilight Sparkle smiled. “What’re you working on?”

Rarity turned on her hoof, startled. “T-Twilight,” she said between anxious gasps. “How did you get in?” There were dark bags under her eyes and she glanced around the shop nervously.

“I opened the door,” Twilight said with a laugh. As Rarity calmed herself, Twilight realized all the blinds were closed and boxes had been piled in front of the backdoor. “Is everything okay? You look like you haven’t slept…”

“I couldn’t. I've been having terrible nightmares…”

“Nightmares? About what?”

Rarity trotted over to the front door and locked it with her magic. “I could have sworn I locked the door when I came back in…” She turned back to Twilight, shuddering to herself, obviously deep in thought. “My nightmares?” she repeated.

Twilight nodded. “Are you sure you’re okay?”

“I could have sworn I saw ponies watching me… But I can never catch them. I thought I might have been dreaming but now I don’t thinks that’s the case. I’m afraid to go to sleep because I think they’ll break in…”

“Are you serious?”

“I wouldn’t joke about this!” Rarity curtly replied.

Twilight walked back to the front door, unlocked it and looked outside. Besides the rain, which was very uncharacteristic for the town, everything was peaceful. Not a pony on the streets. “I don’t see anyone,” she whispered to Rarity.

“Of course not. They only come out when I’m about to go to sleep,” Rarity said, a hint of panic in her voice.

“Don’t worry, Rarity. I’m here. I’m sure everything’ll be okay.”

“I sure hope so, Twilight… I feel like I’m starting to lose myself…” Rarity hung her head and tightly closed her eyes. “I scared, more so than I’ve ever been. Enemies I can see, I know how to deal with. I don’t even know what’s going on here… All I feel is dread and… what if something happens to me? Who will be there for my kids? For Sweetie Belle?”

“Rarity, I’m sure it’ll be okay. I promise you’ll make it through this.”

Her eyes scrunched shut, Rarity took a step back. “You promise? Just because you promise doesn’t mean… You can’t be sure… What if you fail?”

Twilight had never seen her friend so distressed before. Sure, Rarity had been through tight spots before, but not like this. Twilight didn’t fully understand, but she was willing to stay by Rarity’s side until she managed to calm herself. And then the two of us can gather the rest… We’re going to need everyone to solve this dilemma.

Sweetie Belle ran through the rain and stopped once she was under a local shop awning. This wasn’t a scheduled rain day… what were the Pegasus doing today? Sweetie Belle didn’t like it. Even if Rarity didn’t find anything, she knew something was up.

Much to her delight, Babs Seed, Apple Bloom and Scootaloo came running through the rain to her location. There weren’t many ponies out today, but those that were out were galloping from one place to the next in order to avoid getting too wet. As they got close, Sweetie Belle could see Babs new cutie mark: an apple next to a skyscraper. Scootaloo had already gotten her cutie mark a while ago, making Sweetie Belle and Apple Bloom the only ones left of the Cutie Mark Crusaders who hadn't discovered their passion. Sweetie Belle was convinced she would be the last of them to get her mark...

“Sweetie Belle!” Apple Bloom said with a smile as she approached. “Why didn’t you come back to the Cute-ceañera? We missed you!”

“Sorry,” Sweetie Belle said sheepishly. “I thought… Well, I don’t know what I thought. I was just worried about Big Mac.”

“Oh, he just wanted me to decorate the barn. I was wrong about everything I said. Nothing weird was going on.”

“Really? You mean it?” Sweetie Belle felt some relief, but her unease didn’t completely leave her. “What about this rain? Don’t you think this is weird?”

“Why is it weird?” Babs asked. “You guys don’t have rain here?”

“Don’t the Pegasus control the weather in Manehattan?”

“Er… Well, Manehattan is a big place,” she said with a nervous laugh. “They can’t get around to everyplace.”

“It’s weird for Ponyville. Rainbow Dash doesn’t usually let these thunderclouds get so close.”

“Huh. I see…” Babs turned to the rain and mulled over the conversation.

Scootaloo shrugged. “Whatever. A little bit of rain never hurt a pony.”

“Aren’t you worried about Rainbow Dash?” Sweetie Belle asked. Scootaloo looked up to Rainbow Dash like a sister!

“She can take care of herself.”

Rainbow Dash was a very strong and serious contender…

“Hey,” Babs suddenly interjected. “Why don’t we go to our clubhouse? I have so much to tell you, Sweetie Belle!”

Sweetie Belle nodded. It was cold out and the clubhouse was a safe place where she could pour out all her theories about the odd behaviors of the Ponyville citizens. They were getting a little old to use the clubhouse, but the nostalgic factor made the place comfortable. “All right.”

Apple Bloom, Scootaloo and Babs all smiled in unison. “Good,” Apple Bloom stated. “Let’s hurry!”

They all galloped away from the awning and through the streets of Ponyville. Everywhere they went the ponies in their houses stared out their windows, their eyes following the fillies. No words were uttered. Just silent stares. Sweetie Belle kept her head down, keeping her gaze on the road ahead of her. With Scootaloo and Apple Bloom by her side she could do anything; including exposing everypony here for what they really were!

The run through town left Sweetie Belle absolutely soaked, but it was worth it. The sight of the clubhouse in their sturdy tree was heartwarming. She happily ran up to the stairs and laughed when Apple Bloom raced her to the top. Babs followed quickly behind and Scootaloo flew up to the window and sailed into the clubhouse.

Sweetie Belle instantly skidded to a halt. Did Scootaloo just fly!? Her mouth was agape in pure shock. Everypony knew Scootaloo couldn’t fly! Right? What’s going on here? Nopony is even reacting! Don't they realize how strange this is!?

Apple Bloom, Babs and Scootaloo turned to her with questioning stares. “What’s wrong, Sweetie Belle?” Apple Bloom asked.

“I… I need to leave…” Sweetie Belle took hesitant steps backward, too afraid to turn her back on these ponies. “I… forgot something… at my house.”

All three of the fillies narrowed their eyes. Babs smirked. “I think you’ll find whatever you left is already here, Sweetie Belle.”

“Who are you guys?” Sweetie Belle whispered. “What’s happened to my friends?”

Scootaloo moved forward with a dark smile. “What’re you talking about? We are your friends.”

No! Sweetie Belle turned and ran through the clubhouse door, not daring to look back. She jumped down the stairs in a single bound and hit the mud hard but still running. Her suspicions had been correct, but that fact didn’t comfort her. What had happened to her friends!?

“Don’t let her escape,” Sweetie Belle heard someone hiss.

Frightened, and unsure of where to go, Sweetie Belle turned toward Twilight’s castle. It could be seen from anywhere in town and, if she was lucky, she could get to the princess in time to inform her what had happened!

Scootaloo unexpectedly crashed into her from the sky, sending them both tumbling to the ground. Sweetie Belle picked herself up first, but Babs and Apple Bloom were close behind her, both carrying rope and a large brown potato sack. Using all her strength, Sweetie Belle continued to run. The clubhouse was somewhat out of the town, but all she needed to do was get to the road… Then other ponies would see what was happening!

“Gotcha!” Babs laughed, jumping and grabbing Sweetie Belle by the hind legs. They fell to the ground, mud splashing up on them both.

“Let go of me!” Sweetie Belle cried. “Help! Somepony!” She kicked Babs in the face but Apple Bloom jumped on top of her and began wrapping the rope around her neck and mouth.

“Help-hm!” Sweetie Belle struggled to free herself from the restraints but it only became worse when Scootaloo joined in. Using her magic, Sweetie Belle tried to untie herself, but Babs bucked her across the muzzle, nearly knocking her unconscious. Dazzled and confused, Sweetie Belle barely moved as they hurriedly shoved her into the potato bag.

“Sleep tight, Sweetie Belle,” Apple Bloom taunted as she secured the string on the bag.

All three of the fillies began laughing. Sweetie Belle could barely breathe. What was she going to do? Rarity! Rarity, where are you? I… I need your help! I'm scared, Rarity! Please! Please... help me...

A Town of Lies

“What’s going on here?”

Sweetie Belle’s ears perked up when she heard Spike’s voice. Spike! Please find me! Sweetie Belle tried to move around, but one of the other fillies sat on the bag, trapping her underneath their weight.

“Nothing, we’re just playing games,” Babs answered.

“In the rain?”

“It’s… fun in the rain.”

Sweetie Belle tried to wiggle her way out but her head was still hurting and it was difficult to focus. Please see that they’re acting weird, Spike! You’ve known them for years! You must see something is wrong!

“What’s in the bag?” Spike asked skeptically. Sweetie Belle could hear him moving closer.

“The bag?” Scootaloo questioned, buying time to think of an excuse. “It’s, uh, a surprise!”

“A surprise for whom?”

“For Sweetie Belle! She’s going to meet us at our clubhouse! We were taking it there, weren’t we, girls?”

“Yeah!” Babs and Apple Bloom answered in unison.

“We better hurry! We don’t want our gift to get too soaked!”

“Wait,” Spike said, tension in his voice. “I thought I heard Sweetie Belle yelling… That’s why I came running over here… Are you sure the three of you haven’t seen her? She might be in trouble…”

I am in trouble! Please, Spike! Please don’t leave! Sweetie Belle bucked with her all her might, kicking the pony on top of her. It must have been enough because she heard Spike take another step closer.

“Is the surprise alive?” Spike asked.

Babs nervously laughed. “It’s, uh, a bunny. A cute little bunny. We, er, borrowed it… from some pony else. To play with. Like normal foals.”

“Yes, like normal foals,” Apple Bloom awkwardly repeated.

Sweetie Belle closed her eyes and honed in on her magic. If only she could loosen the rope around her mouth… Although she had a splitting headache, she managed to focus just enough to pull the restraint off. “SPIKE!” she immediately gasped. “Please help me!”

“Sweetie Belle!?” Spike growled. “What’re you three doing to her!?”

“Dang,” Babs spat. “We’ll have to get the dragon too…”

Everything suddenly became hot and through the sack Sweetie Belle could see a bright green light. Spike was breathing fire all over the surrounding area; fire hot enough to burn despite the rain.

Much to her surprise, the sack she was in was effortlessly picked up and she was being carried away.

“Don’t let him get away!” Babs yelled.

Sweetie Belle could hear Spike breathing and panting as he ran, zigzagging through town until he eventually stopped. He leaned against the sack and whispered, “Shh! I don’t think they saw me run in here…”

Although Sweetie Belle couldn’t see anything outside her sack, she could hear ponies galloping by, most likely her friends. Once the clopping of hooves had passed, Spike opened up the bag and pulled Sweetie Belle out.

“Are you okay?” he asked in concern.

“I am now,” she breathed, taking a moment to stand. “Thank you, Spike… You rescued me…”

“It was nothin’,” he commented, kicking the ground in modesty. “But now we need to tell Twilight what’s going on!”

“I was running to her castle when they grabbed me! C’mon! It’s not far!”

“Twilight isn’t there,” Spike said, grabbing her leg in order to stop her from running out into the street. “She went to Rarity’s boutique!”

Rarity’s boutique is all the way across town, Sweetie Belle lamented. She quickly looked around. “Isn’t this the bakery? The one run by the Cake’s?”

“Well, yeah,” Spike said, examining the wall. “So what?”

“Let’s go in and tell them! The more ponies we have with us the less lightly we’ll be overtaken by Babs, Apple Bloom and Scootaloo!”

“O-okay.”

They both ran around the side of the building and straight for the front door. Without knocking they burst into the shop area and ran for the counter. Mrs. Cake was decorating a set of cupcakes, but looked up the instant Sweetie Belle entered.

“Mrs. Cake! Something terrible is happening! Please come with us, for everypony’s safety!”

Mrs. Cake nodded. “Of course, dear. Whatever you say.”

Spike grabbed Sweetie Belle and pulled her back. “Where’s Mr. Cake?”

“Mr. Cake? Well, he’s right behind you.”

Sweetie Belle turned and saw Mr. Cake holding a butcher knife. Shocked and panicked, Sweetie Belle was frozen in place as Mr. Cake brought the knife up with his mouth in order to stab down.

Spike wasn’t as afraid. He breathed green fire all over Mr. Cake, vanishing the knife as though it were a scroll. Grabbing Sweetie Belle, he ran from the shop and pushed Mr. Cake out of the way in one single lunge.

“We can’t trust anypony!” he yelled. “We just have to make it to Twilight on our own!”

Sweetie belle was impressed by Spike’s strength and ability to keep running despite the fact he was carrying her. “Everypony can’t be affected by this curse or spell, can they?”

“I don’t know, but I don’t want to take any chances!” Spike groaned, running as fast as his dragon legs would carry him.

Like moths drawn to a flame, the citizens of Ponyville began to exit their houses in droves. They were glaring at Sweetie Belle and Spike, some even running toward them with dark smiles. Two Pegasus swooped out of the sky through the rain, trying to grab Sweetie Belle off Spike’s back.

“Hang on to me!” Spike commanded. “I’ll protect you!”

Even though he was already breathing heavily, Spike picked up his speed. Earth ponies were running after them, some with weapons or objects of restraint. A group of unicorns stepped out in front of them, the whole town coordinating to somehow block them from getting to Rarity’s boutique.

Spike barreled through, only partially slowed by their dark green magic. In order to avoid the town ponies, Spike ducked into an alley and attempted to run and hide through the shadows. He placed Sweetie Belle down so they could move with guile. As they hustled through the rain-soaked backstreets, Sweetie Belle kept her head low to the ground and her eyes on the road ahead. Her vision was blurring and she thought she might actually be suffering from a concussion…

“Uff!”

Sweetie Belle stepped out and ran into another pony. She gasped and backed away, startled to see Diamond Tiara standing before her.

“What’s your problem, blank-flank?” Diamond Tiara spat. “Watch where you’re going!”

Silver Spoon was next to her, holding an umbrella for the two of them. She glared at Sweetie Belle, but since the umbrella handle was in her mouth, said nothing.

Spike immediately jumped in between Sweetie Belle and the two fillies. “Stay back!” he growled.

Sweetie Belle grabbed him. “Wait, Spike! They aren’t affected!”

“Are you sure?”

“Positive!”

“Affected by what?” Diamond Tiara asked, swishing her mane over her shoulder. “Come on, speak up. I don’t want to catch a cold or something.”

Sweetie Belle threw herself at the hooves of Diamond Tiara and groveled in front of her. “Please, Diamond! You need to help me! Run out into the street and tell the ponies there you saw me running for Twilight’s castle! Tell them you saw me with Spike! Please!”

Diamond Tiara narrowed her eyes suspiciously. “Why would I do that? What’s going on?”

“Ponies are looking for me… I desperately need this… I’ll do anything!”

Silver Spoon and Diamond Tiara exchanged odd glances. Diamond Tiara let out a single pompous laugh. “You desperately need me to go tell ponies you’re running for Twilight’s? You really are an odd pony, Sweetie Belle.”

“C’mon!” Spike said, also pleading with her. He clasped his clawed hands together. “I promise I’ll get you time with Twilight! In a public place! Where everypony can see!”

“Really?” Diamond Tiara perked up. “All right. I’ll do it.”

“Okay, but when you’re done, come to the boutique! Don’t stay with the other ponies,” Sweetie Belle warned. “Don’t even look them in the eyes! Something is wrong with them and you can’t let them know you know.”

“Fine, fine, whatever,” Diamond Tiara huffed, barely paying attention to Sweetie Belle’s ramblings. “I’ll go to the boutique afterward.”

“Thank you,” Sweetie Belle breathed, hugging Diamond Tiara. The other filly pushed her off, looking confused and offended.

“Don’t ever touch me again.”

“Whatever you say!” Sweetie Belle replied happily.

Silver Spoon and Diamond Tiara ran off toward the other ponies in the street. Like they said they would, both of them began yelling out that they had seen Sweetie Belle and Spike near Twilight’s castle. Just as Sweetie Belle suspected, all the ponies of the town began running that way, leaving the roads clear to Rarity’s boutique. Okay, we’re almost there… Just a little bit further and Twilight will be able to save us all!

Fighting Chaos

Sweetie Belle and Spike ran toward the boutique, not bothering to look back. When a rogue pegasus dove from the sky to stop them, Spike belted out a blast of green fire, shocking the pegasus and causing it to crash into the ground.

“Keep running,” Spike shouted to Sweetie Belle. “Don’t worry about me!”

Following Spike’s direction, Sweetie Belle ran for the boutique with all her might. Her legs were sore, her head was throbbing and she was completely soaked by the time she reached the door, but that was all forgotten when she was awash with relief. I made it!

She reached up and realized the door was locked. Taking a deep breath, she used her magic to try and unlock it from the other side. It didn’t work. Frustrated, Sweetie Belle turned and bucked the door as hard as she could. “Rarity! Rarity, it’s me! Open up!”

Before Sweetie Belle could buck the door a second time, it burst open with Twilight Sparkle’s magic. Thrown to the ground, Sweetie Belle slowly picked herself up and half-smiled. "Twilight! It’s you!”

Twilight’s horn illuminated with powerful magic. “Stay back. How do I know it’s really you?”

“Twilight! It’s okay! We’re both normal,” Spike said, running up behind Sweetie Belle and brushing her off from her fall. “You told me to meet you here, remember? Before you left? It’s me! Spike! I’m not under whatever spell the rest of the town is!”

For a moment Twilight dwelled on his comments. The ponies of Ponyville were slowly creeping closer, all of which had discovered that Diamond Tiara and Silver Spoon had been lying. They were encircling the boutique, no longer attempting to hide their devious nature. Twilight had seen enough.

“Get inside, both of you,” she said to them.

Spike helped Sweetie Belle into the boutique where they found Rarity waiting inside. She already had her two foals inside their saddlebag carrier, but she looked sleep-deprived and frightened.

“What’s going on, Twilight?” Spike asked.

She stood her ground at the front door. “I don’t know…”

When the ponies of Ponyville began swarming the boutique, Spike ran out to help the alicorn princess fight them off. Twilight stopped him by putting her hoof out. “No, Spike! We don’t know what’s wrong with these ponies! What if they’re being controlled? They may be innocent!”

“But what’re we-”

Using her powerful alicorn magic, Twilight created a purple shield around the boutique, keeping the angry ponies from reaching the contents. The town folks were gathering in huge groups at the edge of the shield, banging and smashing against it with their bodies. They seemed like mindless zombies at this point, hungry for blood and brains.

“This can’t last forever,” Spike said, motioning to the ponies attempting to break the shield. “We need a plan!”

“I’m thinking, Spike! I’m thinking!”

Rarity’s eyes flashed with sudden interest. “Look, Twilight! In the sky! It’s Discord and Fluttershy!”

Sweetie Belle smiled. “It is! Thank Celestia!”

Twilight kept the shield in place, her eyes narrowing into a glare. “Something’s wrong…” she whispered ominously.

Discord landed amidst the ponies of Ponyville, his eyes half-closed and vacant. The ponies stepped aside, parting like the Red Sea in order to give him better access to the boutique. On his scaled back was Fluttershy, a cruel smile upon her face. There was a tense silence as Rarity, Spike and Sweetie Belle exited through the front door of the boutique in order to get a better view of what was going on. They stood next to Twilight, who was holding her ground.

“That shield won’t hold against the God of Chaos,” Fluttershy laughed. “Surrender and I won’t have him wreck you.”

“Discord?” Twilight questioned, looking to her friend. Discord remained as vacant as when he landed, completely distant in every sense of the word. “Discord… what happened?”

Fluttershy’s smile widened. “He won’t answer you. Now, what’s it going to be? Are you going to surrender?”

Spike walked up to Twilight and placed his clawed hand on her back. “Twilight,” he said under his breath. “You can’t fight Discord alone! He defeated both Luna and Celestia before they used the Elements of Harmony, don’t you remember? Unless we get the others in order to use the rainbow power… I don’t think we can win.”

“I can’t give up, Spike,” she replied, her eyes never leaving Fluttershy. “The ponies here are depending on me.”

“If we fight, innocent ponies might be hurt,” Fluttershy suddenly interjected. “You wouldn’t want that, would you?”

“Who are you?” Twilight barked. “Are you Fluttershy or… are you something else entirely?”

Fluttershy began laughing. Then the crowd of ponies began laughing. Even Discord, who Twilight was sure wasn’t in control of himself, began laughing. “You haven’t figured it out yet!?” Fluttershy said between cruel laughs. “I thought you were the smart one of the bunch? The one that couldn’t be fooled? Perhaps you’ve gotten dull over the years… No matter. You’ll regret not surrendering when you had the chance.” Fluttershy jumped off Discord’s back and pointed to the boutique. “Go, my love. Bring me their bodies.”

Discord uncharacteristically roared in response as he lunged forward like a rabid dog let loose from a chain. He slammed against the shield hard enough to shake the very ground. Slowly his talon hand pierced the shield and with his lion arm he began to pry a small hole open like it were banana being peeled.

Spike took a step back and turned to Twilight. “Um, Twilight? Now would be a good time for that plan…”

“I need more time to figure this out, Spike,” Twilight said, preparing to attack. “I’m going to teleport you, Sweetie Belle and Rarity away once the shield goes down. Take them away from here, you understand me? Keep them safe.”

“I don’t want to leave you,” Spike stated, standing his ground. “Let me stay.”

“Sweetie Belle is still young and Rarity has foals with her, Spike. They need somepony to help them.” She turned to look at her friend dragon and frowned. “Please, Spike. For me.”

“I… But…O-okay,” he reluctantly agreed.

The shield suddenly shattered like a glass window; purple flakes of magic raining down on them like the water from the clouds. Twilight didn’t wait one extra second; she teleported her friends away from the mob of ponies and the God of Chaos the instant she could.

With her friends gone, Twilight took the sky, leaping away from Discord as he attempted to slash her with his claws. The thatch roofs of the houses nearby suddenly became fine-tipped needles with Discord’s chaotic magic. They flew at Twilight from all directions, threating to puncture her to death.

Twilight teleported just in time to save herself, appearing beneath Discord and blasting him with raw magic. Discord slithered through the air like it was water, never bothering to flap his wings. When he hit the ground, boiling water burst upward from under the soil. Twilight dodged the scolding hot water but didn’t even notice that the pegasus of Ponyville were now trying to cover her in trapping nets.

They threw the nets over her body, sending her crashing to the ground. Twilight teleported herself to safety before more ponies could pile on top of her, but Discord was already waiting. He breathed raw chaotic magic on her, ripping away portions of her coat and mane with disintegration-like effects.

She flew up higher into the air and blasted a concussion pulse throughout the crowd of ponies, stunning nearly all of them. I can’t fight them too! I don’t actually want to hurt them! Discord was unaffected by the pulse and appeared by her side in the air.

His eyes were still vacant and he moved like a puppet manipulated by strings. Discord opened his mouth and a green gas poured forth, suddenly washing over Twilight and most of Ponyville. Twilight held her breath, attempting not to take any of the gas in, but it was no use. The moment she inhaled even a small fraction she could feel her vision blurring and colors inverting. Everything… was… getting… hazy…

Pull yourself together, Twilight tried to reassure herself. You know it’s his magic! Fight back! Think of something! It was too late, Twilight felt her wings becoming limp and useless… too heavy to flap any longer. She was dropping from the sky but not before she could cast one last teleportation spell! Twilight closed her eyes and focused. Maybe she would be able to get away…

Rarity watched as Twilight fell from the sky, plummeting to the ground. Her body disappeared behind the view of the buildings in Ponyville before Rarity could see what happened to the princess. Her heart sank. What was she going to do if Twilight couldn’t handle this? What were any of them going to do?

Spike pulled her toward the trees. “C’mon, Rarity! We need to keep going! As long as Luna, Celestia and Cadance are still around I’m sure we’ll be able to do something!”

They were on the edge of the Everfree Forest. Once upon time it had been an evil place filled with dark magic. Now it had been drained of its dark magic thanks to the Ruin Worms that had been discovered there. The Ruin Worms were magical beasts that fed off dark magic and became bigger with each and every ounce of magic they absorbed. It had been a terrible disaster when the worms had developed into gigantic killing machines two years ago… the Everfree Forest was still partially destroyed from their rampage.

Spike ran ahead of the ponies, clearing the way with his claws and fire, attempting to find a place for them to hide. Rarity followed closely behind while keeping an eye on her children. They were remarkably calm considering everything that had happened. Then again, they had been growing inside of her during the craziness of the Ruin Worm disaster, so they might just be used to this kind of scenario.

“Guys! There you are!”

Spike and Rarity tensed at the sound of someone talking. Sweetie Belle jumped behind Spike, shivering and turning her attention to the canopy of trees. “Who’s there?” she asked.

“It’s me, Rainbow!”

Rainbow Dash sailed down from the trees and landed in front of them. “I was out of town for Wonderbolt training, don’t you guys remember? What’s going on?”

“Rainbow Dash! I’m so glad you’re here!” Rarity ran for her friend, ecstatic to see her.

“No, Rarity! Wait!” Spike attempted to grab her but missed.

Right before Rarity threw her arms around Rainbow Dash, her shadow suddenly lashed out, striking Rainbow Dash across the face and chest. Stunned, Rarity stopped and took a step back. Rainbow Dash slowly looked up with a glare on her face.

“What happened?” Spike asked in disbelief.

“My shadow…” Rarity muttered, taking another step back. “It only attacks things that are dangerous to me…”

Rainbow Dash jolted forward with a snarl, attempting to bite Rarity. Spike jumped between them and headbutt the blue pegasus with a skull-cracking slam. Rainbow Dash hit the ground, dazed and stunned.

“Run!” Spike commanded.

All three of them took off into the forest, leaving the evil Rainbow Dash behind. Rarity was glad Sombra had gifted her with that shadow… it had saved her in more ways than one. Sombra… Rarity skidded to a halt and took a deep breath. It couldn’t be…

“Shadow,” she said, looking at the dark outline of herself on the ground. “Take me to Sombra.”

Spike grabbed at the scales on his head in frustration. “Rarity! Sombra is dead! I know you still miss him but... We don’t have time for this right now! We need to stay focused!”

Last time Rarity had tried this, the shadow had led her straight to Sombra, even though he had been concealing himself within the forest. She hadn’t tried it since he died… and she didn’t know why she had the urge to try it now…

Her shadow stretched out across the ground and pointed, just like it had done before. Spike and Sweetie Belle stood shocked, their eyes wide with disbelief. Rarity took a deep breath and glanced at both her children. They looked back at her with infantile curiosity.

“Sombra… is… here?” Spike asked in a tiny voice. “It can’t be.”

“We’ve only one way to find out,” Rarity stated.

The Umbra Queen

The walk through the Everfree Forest was long and nerve-wracking. Spike, Rarity and Sweetie Belle stepped lightly, fearful they would attract attention from one of the villagers or, in the worst case scenario, Fluttershy and Discord. As if the children knew the importance of silence, they never uttered a peep; they simply watched.

Onward they went, never looking back. The rain continued to fall through the branches of the trees overhead, washing down as rivulets of water. Although Rarity hated walking through the mud, dirt and grime, she was determined to make it to where her shadow was pointing. Using her magic, she crafted an impromptu umbrella, a very interesting and artsy umbrella, not for herself, but for her children. She didn’t want them to catch a cold.

At no surprise to Rarity, her shadow led her to Ghastly Gorge, the area they had trapped the Ruin Worms in. The shadow pointed downward, into the gorge itself. Rarity began jumping down a path of boulders when Spike leapt out ahead of her.

“Wait! What if you fall?” he cried.

“I’m perfectly capable of handling myself, Spike,” Rarity snorted.

“But you’re carrying Obsidian and Ebony… They could get hurt.”

“I would never let anything happen to them.”

“Maybe I should carry them… I am a dragon. I have claws for climbing.”

Rarity reluctantly looked back at her foals and then to Spike. “Are you sure? You won’t drop them?”

Spike narrowed his eyes into a sarcastic look of disbelief. “This is me we’re talking about. I’m practically the element of reliability.”

Sweetie Belle and Rarity chuckled at the dragon’s joke. Confident they would safe with Spike, Rarity lifted their carrying bag off her back and floated them over with their umbrella. Spike got on all fours in order to use the saddlebag; it was only then that Rarity realized how much he had grown. Spike was practically the size of a full-grown pony.

“What’s wrong?” Spike asked. “Why are you staring?”

“Oh, nothing,” Rarity quickly answered. “I just didn’t realize you had… Nevermind. It’s not important.”

Sweetie Belle and Spike exchanged confused looks. With the foals now on Spike’s back, they continued down the boulders to the bottom of Ghastly Gorge. The winds were howling when they got to the floor of the gorge, and water was rushing down the walls, threatening to become a flood should the rain persist.

Once at the bottom, Rarity turned and saw a massive cave; one built into the pile of boulders. This was where they had crushed the Ruin Worms; the boulders still stained with blood and chitinous remains littering the gorge.

“I don’t remember a cave being here,” Sweetie Belle whispered.

The cave opening was huge. Far larger than any cave opening Rarity had ever seen. Big enough for a house to go through. “I need to go inside,” Rarity told the others in an absent-minded tone.

“You don’t even know what’s in there,” Spike said with a scoff. “You can’t just go walking in!”

“Sombra might be in there.”

“And who knows what else! Don’t you see how this could be a bad idea?”

“We don’t have time to be wishy-washy, Spike. Ponies are in danger right now. I need to go.”

Spike took a deep breath and exhaled in exacerbation. After a moment of silence he motioned to the cave. “Fine. I know it doesn’t matter how much I protest. You’re just going to do it anyway.”

She smiled to him. “Thank you, Spike.” Rarity trotted toward the cave but suddenly stopped before entering. “Watch the kids until I get back. Make sure nothing bad happens to them.”

“I will.”

“And me too!” Sweetie Belle chimed in. “They like me!”’

Rarity slowly nodded and then continued her way into the cave. It was nice not to have the water pouring down on her face, but at the same time, it was dark in the cave. Hard to see. A suddenly dreadful feeling came over her the deeper she went. She knew this feeling… it was the same dreadful feelings from her nightmares. A terrible sense of unease…

The clopping of her hooves echoed against the walls. Using her magic, Rarity illuminated her horn in order to get a better view of what was going on. Much to her dismay, the cave built of boulders ended and a cave leading into the side of the gorge began. She was going deeper now… deep into the ground…

The cave around her was gloomy and black. Pools of still water were gathered along the edges of the cave and occasionally rare gemstones were jutting from the wall. Rarity would have stopped to examine the gems, but she had more important things on her mind. The further she went the more she wanted to turn around and leave. Something was wrong here. Something terrible.

Dark laughter caught Rarity off-guard. She froze in her spot and looked around, confused as to who was laughing. “Hello?” she asked in a timid voice. “Who’s there?”

“You don’t recognize me? You should.”

Stepping out of the darkness of the cave was… Rarity! A second Rarity! Taken aback, Rarity stared at herself in horror. Slowly, realization came over her. She knew what was going on… How had she not realized it before? “It can’t be…” she mouthed.

The second Rarity threw back her head in taunting laughter. “I have waited for this moment, Rarity! Waited. The look on your face is priceless.” Dark green magic swirled around the second Rarity, dropping the illusion and revealing Queen Chrysalis, the changeling queen. She was the same pony-like creature Rarity remembered; a twisted unicorn with tattered insectoid wings and a mane, tail and legs filled with holes.

“I don’t understand,” Rarity began, taking one hesitant step backward.

“Of course you don’t understand,” Chrysalis smiled condescendingly. “Let me spell it out for you. I devour the likes of love and affection. Not frivolous love, but true love and affection. I can smell from miles away. I felt the magic of the Ruin Worms… and something else… here in the gorge. What I found was something I never expected. King Sombra.”

Rarity shook her head in disbelief, taking another step back. “Is he… is he here?”

“Of course he is! How could he not be?” Chrysalis began walking forward, delighting in her tale. “I found him in the body of a Ruin Worm… They are beasts of legend and the one he was trapped in was no exception. He was yearning for someone to find him… his one true love. So… I changed my appearance to match yours, Rarity. I came to him and comforted him when he was about to give up all hope. His love for you has fed me this last year… making me strong.”

“No… that’s impossible! I saw Sombra die! We buried him!” Rarity could hardly take what she was hearing.

“Are you that daft, child?” Chrysalis hissed in disgust. “He was dead when you found him! Don’t you remember? Finding the Nightmare Gem?”

Rarity opened her mouth to disagree but then found herself breathless. He… he had been just the Nightmare Gem when she found him. He had no body then…

“He had been destroyed by Twilight Sparkle, and before that he had been destroyed by Princess Luna and Princess Celestia. How many times must he be destroyed and resurrected before you understand he cannot die?” Chrysalis laughed at Rarity’s horrified expression.

“No! This time was different! He gave up the Nightmare Gem on his own! He got rid of it! He was free!”

Chrysalis began circling Rarity like a hungry shark. Her dark green eyes were alight with cruel amusement. “Do you know nothing of the Nightmare Gem? Did you not bother to investigate its properties? Sombra will never be free of the Nightmare Gem. It will haunt him for eternity. His very essence is trapped within. What you saw die was nothing more than a shadow of himself. Just like your actual shadow.”

Rarity looked down at the ground and took a deep breath. The shadow Sombra had given her… “I… That can’t be…” He’s been alive this entire time? I could have come seen him? Rarity closed her eyes. I promised him I would stay by his side! How could I have let him down like this? How could I have let Queen Chrysalis get to him?

“But it gets better,” Chrysalis laughed. “With his help I slowly replaced all of Ponyville with my changeling subjects, even the elements of harmony. One of my changelings, fueled by the Discord’s love for the yellow pegasus, even managed to place the God of Chaos under a hypnotic trance! He’s under my control now! The God of Chaos! I would say that was checkmate but the God of Chaos is nothing compared to King Sombra now that he inhabits the body of a mature Ruin Worm! I’m literally in control of two of the most powerful beings in all of Equestria! Me! I’m Sombra’s Shadow Queen! His ultimately powerful Shadow Queen!”

Chrysalis roared with triumphant laughter, her duel voice echoing off the walls and reverberating in Rarity’s ears. Rarity glared, tears welling in her eyes. “Why!? Why would you do this!?”

“Why?” Chrysalis repeated in a harsh and dark tone, cutting her laughter short. “Why? Because I need to feed my people, girl. You ponies preach harmony and equality, but where is my equality? Where are my subject’s equality? Why do you ponies shun us? You’re hypocrites, is what you are. Hypocrites. Especially you. Where were you when Sombra was here in the gorge, hm? You left him. I was the one that came to him when he was trapped. I was the one that moved the boulders away. I was the one that whispered sweet nothings in his ear until he was strong again. Now he is rewarding me with whatever I want. Or should I say… He’s rewarding you.”

Chrysalis changed her form to that of Rarity’s once more, laughing the entire time. Rarity took deep breaths, trying to comprehend everything that was happening. What have I done?

“Do you see what will happen now?” Chrysalis asked as she cast a green circle of fire all around Rarity. “I’ll ride on the back of a mature Ruin Worm right into Canterlot… The Nightmare Gem will feed on the fear of the ponies that witness it… which will in turn give Sombra’s shadows more power… A vicious cycle of empowerment that not even Celestia couldn't stop! And if that wasn’t enough, Sombra’s love for you will empower me! Just like Shining Armor’s love for Cadance once fueled my magic… I’ll have enough power to decimate all of Equestria! My changelings will never be hungry again!”

The green fire encased Rarity in a teleportation spell, taking her even deeper underground. Before Rarity knew what was happening she was trapped in a tiny cave in the deepest portion of the gorge… trapped… unable to get to Sombra or inform anyone of Chrysalis’s plans…

What have I done?

I am Dragon

“There! All done!”

Sweetie Belle looked up from the twin foals and stared. Spike had moved some of the smaller rocks around to construct a semi-cave in the gorge. It was small enough to fit two or three ponies and that was it. That was fine for Sweetie Belle; she just wanted to get out of the rain and shield herself from the wind.

Using her magic, Sweetie Belle levitated the foals into the cave and stepped in herself. It was nicer than standing in the cold water. “Thanks, Spike,” she said with a smile.

“Don’t mention it,” he replied as he curled most of his body around Sweetie Belle and the foals, insulating their heat.

Sweetie Belle pulled Spike’s tail close and rested her head on it. “I mean it though. You’re really considerate and nice. I never would have thought to build a little cave like this. You didn’t have to… I’m sure it was hard work.”

“R-really, don’t mention it!” Spike was red in the face with embarrassment from Sweetie Belle’s praise. “It just comes naturally.”

“I bet you would have gotten a cutie mark for all your hard work,” Sweetie Belle joked. “Something that represented a seneschal… That should be your title! Seneschal Spike, Dragon to the Princess of Friendship!”

Spike smiled. “Yeah… I guess. I’ve always wondered what kind of cutie mark I would have if I were a pony… I guess something that represented a seneschal would be appropriate.”

“I’ve always wondered what my mark would be like too, so I guess we’ve got something in common…”

“You shouldn’t worry about it so much, Sweetie Belle. If you only see the end you’ll never enjoy the journey, and that’s the best part to life.”

The twin foals began stirring. They were struggling to free themselves from the carrier they were in and both were whinnying and on the verge of tears.

“What’s wrong?” Sweetie Belle asked them as though they were full grown ponies capable of speech. “It’s okay. Rarity will be back soon.”

“Wait, do you hear that?” Spike asked, his voice hushed. “Listen.”

Sweetie Belle craned her head out of the cave and closed her eyes. She could hear… a flock of pegasus and… the buzzing of wings… She turned back to Spike with a frown. “What is it?”

“Get the kids to quiet down,” he said in a stern tone. “We need to be silent.” Spike ran to the front of his tiny cave and pulled some rocks up in order to hide them. He left some rocks down so they would have a hole to see out of. It was a small hole and Sweetie Belle suspected nopony would find them unless they were actively looking.

Much to Sweetie Belle’s horror, a group of changelings and pegasi landed in the gorge, including the Rainbow Dash that Spike had attacked in the forest. They looked at each other for a moment before parting enough to allow Discord and Fluttershy a landing place. Sweetie Belle ducked her head down, fearful that Discord would somehow sense where she and Spike were.

The twins began making noise again and Sweetie Belle immediately placed her hooves over their mouth. Spike placed a clawed finger in front of his lips, trying to impart his desperation to remain quiet. Some of the changelings turned their way, but their attention was pulled back to the group when Fluttershy cleared her throat.

“Change back into your pony forms,” Fluttershy hissed. “You remember what Queen Chrysalis said! Sombra is never to see us in our true forms!”

All of the changelings in the gorge reluctantly complied. One by one they transformed into the inhabitants of Ponyville; some earth ponies, some unicorns and others as pegasi. Sweetie Belle slowly looked out onto the gorge again, scanning the area and gulping down her fear.

An echoing clop drew Spike and Sweetie Belle’s attention to the large cave entrance. From there, Rarity emerged holding herself with dignified nobility and grace. She smiled to the group of ponies before her and nodded to Discord.

“You have him under control?” Rarity asked, straightening her mane in the rain.

“Of course, my queen,” Fluttershy muttered, taking a bow.

“And Princess Twilight Sparkle? You… disposed of her?”

“O-of course, my queen,” Fluttershy nervous stuttered.

“Where is her body?”

“Destroyed. By Discord’s magic.”

“Completely?”

Fluttershy stood up and walked over to Rarity. She pulled from under her wing a piece of purple mane. “This is all that remains.”

Rarity took the strands of mane and smiled. “Good. Now there is nopony left to warn Celestia, Cadance and Luna of my arrival…”

“Well…” the Changeling-Rainbow Dash muttered.

“Spit it out,” Rarity hissed in a disgusted tone.

“I saw three of them in the forest on the way here… Rarity and two others. One was the dragon and the other a foal, I think.”

Rarity rolled her eyes and gave Rainbow Dash a dismissive wave. “Hm. Those babies are no concern of mine. You all find them and put them with the others. They shouldn’t put up much of a fight.”

The scales along Spike’s back stood on end. Sweetie Belle could see his pupils constrict into slits with anger. Normally he didn’t get this angry when somepony insulted him… It wasn’t long ago that he had been mopey when people compared him to Hum-Drum, the useless comic book sidekick to the Wonder Ponies. He didn’t get angry then.

“Should Discord and I handle collecting them?” Fluttershy asked.

Sweetie Belle held her breath in fear. How would they hide from Discord? He would surely find them in a matter of minutes…

“No,” Rarity replied. “You and Discord are to accompany me to Canterlot. I will want to bring my full force against the princesses… This time I shall not fail.”

The changeling-ponies in the gorge gave each other worried glances. They seemed nervous, almost fearful of returning to Canterlot.

“What're you all waiting for!?” Rarity suddenly shouted. The changeling-ponies grimaced at her voice. “Get to it! Find the dragon! Find the foal! The rest of you will march with me on Canterlot! We will take the capital before nightfall tomorrow evening, do you understand me!?”

All of the ponies nodded and began frantically running about to comply with their queen’s orders. Sweetie Belle turned to Spike and whispered, “What does this mean, Spike? Where’s Rarity?”

“It means we’re the only ones left,” Spike said in a melancholy tone. “We’re going to have to solve this on our own.”

Fluttershy and Discord took to the sky in a single bound. The pegasus ponies took the forest, fanning out in order to better search the area. The earth ponies and unicorns began their climb out of the gorge, all of them preparing to go to war with Canterlot. Rarity, on the other hoof, stood by the cave entrance with a triumphant smile.

“Sombra!” she called into the cave, her voice echoing along the walls. “Sombra, it’s time! Your queen needs you!”

For a moment there was nothing but the sound of the rain hitting the rocks all around them. Then, suddenly and disturbingly, the ground began to quake and rumble. Boulders in the gorge tumbled downward, some close enough that Sweetie Belle was concerned they might be crushed hiding in their tiny cave…

A mature Ruin Worm burst from the cave. It was long, nightmarish and black. The body was large enough to rival Twilight’s castle and the back of the worm was covered in black crystals; the same black crystals Sombra summoned with his dark magic. The shadows around the Ruin Worm twisted and moved, answering the call of their master. The smell of death filled the gorge; death and rot. Sweetie Belle had to cover her nose just to prevent herself from gagging.

The mouth of the worm was much like a lamprey. It had rows of circle teeth and raze-like fangs. On the “forehead” of the creature, if you could call it that, was a bright glowing red gem. Sweetie Belle had never seen it in person, but Rarity had described it to her enough that she was certain she knew what that was: the Nightmare Gem. A powerful magical artifact that drew its magic from the fear and hate of others around it. Sweetie Belle shivered in place, certain the gem was drawing power from her, if nothing else.

Spike wrapped one his arms around her and drew her close. “It’s okay, Sweetie Belle. I don’t think they know we’re here.”

Rarity trotted over to the terrifying beast and gently nuzzled its side. “Sombra! There you are! Are you ready, my love? We’re to travel to Canterlot…”

The monster that responded to the name of Sombra leaned over and allowed for Rarity to climb up on him. The black crystals lining the monster’s back were enough for her to step up onto, allowing her a perch atop the massive beast.

Once settled, Rarity lovingly rubbed her hoof along the head of the worm with a cruel smile. “Go.”

The Ruin Worm roared in compliance and began slithering toward the portion of the gorge that was cracked. Sweetie Belle looked to Spike for guidance. “What’re we going to do, Spike? What’re we going to do!?”

Spike took a deep breath and hesitated. For a split second Sweetie Belle could see the fear in his eyes, but before she could say anything it was gone, replaced by steely determination. “You wait here,” he commanded. “I’m going to go face them. Once they’re distracted you go find help.”

“No!” Sweetie Belle cried. “No, that’s what everypony keeps telling me to do and look where we are now! First Twilight Sparkle, then Rarity, now you… I’ll be all alone! I can’t make it on my own! I’m just a filly!”

“You’re old enough, Sweetie Belle,” Spike curtly commented, his eyes glued to the monster in the gorge. “You’re no longer a little filly. You can handle yourself.”

“You don’t need to go! They’ll leave soon! You can stay with me! We can go together!”

“I have to do this,” Spike said forcefully. He pushed the rocks concealing them out of his way. Sweetie Belle grabbed him, and stared deep into his green eyes.

“It’s okay to be afraid… You don’t have to prove anything to me.”

Spike pulled himself out of her grasp and sighed. “I don’t want to have to face my friends and tell them all I did was hide. I have to try. I have to do something. I’ve been afraid too long. It’s time I grew up.”

“If you only see the end you’ll never enjoy the journey,” Sweetie Belle stated. “You can wait to be brave. It doesn’t need to be now.”

Honestly conflicted, Spike turned away. The Ruin Worm was almost to the crack of the gorge, the area where it could slither up and out with ease. Shaking his head, Spike ran through the gorge after it, rejecting Sweetie Belle’s pleas to remain by her side. She watched him go with a heavy heart. What was he trying to prove?

“HEY!” Spike called out, skidding to halt in the middle of the gorge. “You forgot about me!”

The Ruin Worm that was Sombra stopped its upward climb and turned its massive head toward Spike’s calls. Rarity looked down on the gorge with a contemptuous laugh. “Oh. If it isn’t the baby dragon. And here I thought my ponies would have a hard time finding you. It’s nice of you to join us.”

The ground shook as the Ruin Worm turned away from the crack of the gorge and slithered back to where Spike was standing. Sweetie Belle could see it all; they weren’t that far away. Even the twins could see what was happening and they watched as though they knew the consequences of this outcome.

The Ruin Worm stopped just short of crushing Spike with its massive body. Looming overhead, it stared down at the dragon, “looking” at him with the Nightmare Gem acting as its sole eye.

“Have you come to surrender?" Rarity asked. "Or were you here to empower the Nightmare Gem before we leave? Sombra told me all about your little… outburst… the last time you two met.”

Spike began growling, his eyes glassy with water. Sweetie Belle didn’t know what had happened, but she could tell it bothered Spike.

Rarity began laughing. “Oh my! Did you come here to fight us? You? And your adorable chubby lil’self? That’s precious. Do you know who you’re dealing with, boy?”

“Hey!” Spike barked. “Do you know who you’re dealing with? I’m a dragon. My kind almost destroyed all of Ponyville when one of us fell asleep too close to town. My scales make me immune to the heat and pressure of liquid magma! My jaw is strong enough to crush diamonds! Why do you think ponies avoid dragons? I’m not scared of you! If you knew any better it would be the other way around!”

Rarity lifted a single eyebrow as she glared down at Spike. After a moment of contemplation she sarcastically remarked, “Well. If you’re all that I suppose I should consider you a legitimate threat to my operations. I was going to let you surrender and grovel at my hooves, but I guess now I have to deal with you. Sombra, my dear… Break him.”

The Ruin Worm Sombra instantly smashed downward with enough force to crack the stone of the gorge floor. Spike nimbly jumped aside, but he was small compared to the worm and nearly fell through the cracks created. Rarity laughed as Spike fumbled to get proper footing. Without warning, the worm slammed its head to the side, causing a small rock slide of boulders to come tumbling down all around them, even shaking the entirety of the gorge.

Dodging the boulders, Spike ran up to the worm and leapt at it. Like a flea clinging to the back of a dog, Spike held on as the worm lifted its body to attack again. Spike began ripping into the hide of the creature, peeling away parts of flesh. The worm slammed down, however, dislodging the dragon.

Landing on all fours, Spike immediately took a deep breath and exhaled with all his might, blasting a stream of green fire so hot it became white in the center. Twilight Sparkle’s magic hadn’t been enough to pierce the hide of a Ruin Worm. Discord’s magic hadn’t been enough to pierce the hide of the Ruin Worm. Spike’s fire… it burnt just enough to scold and singe… piercing the hide and drawing a hint of blood.

Outraged, Sombra used the power of the Nightmare Gem to summon the powers of the shadows. They lashed out like bladed tentacles, hitting Spike from all angles and throwing him to the ground with lashes throughout his scales. While prone, Sombra slammed him with his massive Ruin Worm body, crushing Spike against his underside and the rocks. If he had been a normal pony… he would have been crushed to death.

Not Spike.

Dazed and bleeding from his wounds, he struggled to stand. More shadows lashed out against him, one striking his left eye with enough force to send him flying to the ground. Suddenly, black crystals began sprouting over everything, the power of the Nightmare Gem coming to fruition. The shadows picked Spike up, threatening to rend him in twain.

Imposter-Rarity began laughing as Spike’s body was tossed into the air and allowed to the hit the stone floor of the gorge with a sickening slam. “Was that it?” she sarcastically asked between laughs. “You’re a scary dragon? I’m so frightened! I should have never challenged the likes of you!”

Spike slowly began to stand, but he couldn’t find the strength. He fell back to the ground, applying pressure to the lacerations on his side, attempting to stop the blood flow. With one eye open he glared up at the false Rarity and the Ruin Worm Sombra.

Sweetie Belle was panicking, unable to look away from the fight. She knew she was supposed to be escape while Spike fought, but…

“I grow tired of this,” Rarity suddenly stated with a forced yawn. She looked down at Sombra and frowned. “Kill him,” she coldly commanded.

Sombra lifted up and slammed back down on the dragon, cracking the stone. When he lifted again, Spike was still there, barely conscious but still breathing. Sombra prepared to crush him again, this time to finish it.

“NO!”

Sweetie Belle jumped from her stone hiding spot and galloped with all her might to Spike’s side.

“Stop!” she shouted. “No more!”

The Ruin Worm halted its attack in midair. Through the Nightmare Gem Sombra “watched” Sweetie Belle stop near Spike. Sweetie Belle pulled Spike’s body closer to her, horrified at how much damage his small frame could handle. What was he thinking!? How could he be so reckless!

“What’re you waiting for?” Rarity cruelly remarked. “Kill them both.”

Sweetie Belle closed her eyes and braced for the impact she knew would instantaneously kill her, tears streaming down her face. When the release of death never came, she fearfully opened her eyes and looked up. Sombra pulled away and screeched defiantly into the air.

Rarity struggled to hold on. “What’re you doing!? I told you they were all enemies! The girl included!”

The Ruin Worm screeched again and the shadows of the gorge began forming into hate-filled monsters of only the most twisted nightmares. “W-wait,” Rarity said, her voice quavering. “Y-you’re right! You did say you never wanted to hurt foals! It was my m-mistake, my love! Forgive me! I’ll never ask you to do such a thing again!”

The shadows of the gorge began to subside and Sweetie Belle took a deep breath of relief. That Ruin Worm was Sombra! The same stallion that had defended her from the bullies at school…

Sombra calmed down and stared down at Sweetie Belle, the Nightmare Gem pulsing with power and hate. Sweetie Belle looked up at him and came to the horrible realization he was trapped within that monster of a body… “Sombra…” she whispered to him.

“Leave them!” Rarity called out. “The dragon has been subdued and Canterlot awaits!”

Sombra reluctantly turned away from Sweetie Belle and slithered his massive body all the way to the crack of the gorge and out onto the lands of Equestria. Sweetie Belle held what remained of Spike in her hooves as the rain came down all around her.

Melody to the River Styx

“Wah! Wah!”

The two twin foals were crying, their voices only mitigated by the sound of the rain. Sweetie Belle dragged Spike’s body back to the cave in order to take care of the foals while administering aid to the dragon, but she didn’t even know what she was going to do…

Once Spike was safe from the rain, Sweetie Belle patted the heads of the foals. “Shh, shh. It’ll be okay. I got this. Your big sis is gonna take care of everything.”

The foals looked at her with big wide eyes. They frowned and pouted but Sweetie Belle didn’t know what that meant. She didn’t have milk for them, if their diapers were dirty they were out of luck, and she had no toys… This is hopeless, Sweetie Belle thought. I’ll never be able to climb out of the gorge with the foals on my back… What am I going to do!?

As if the foals could read her mind and know her desperation, they began crying even louder.

“WAH! WAH!”

“No, no! It’s okay! I promise! I’ll take care of this somehow! Just give me a moment to think!”

The foals continued to sob as Sweetie Belle paced the tiny cave. She had to think of something! Who else was going to do if not her?

“Aaahh…”

Spike slowly rolled to one side. Thankful he was waking, Sweetie Belle knelt next to him. “Spike! You’re awake! Thank Celestia! Are you going to be okay? Tell me you’re going to be okay!”

The dragon took ragged breaths and opened his one good eye. His left eye was bleeding from under the eyelid and glued tightly shut. He looked terrible. Scales were missing from his hide, there were cuts from where the shadows hit him, and what raw flesh Sweetie Belle could see was bruised. The little breathing he was doing was shallow.

“Spike… Spike, say something!” She gently placed a hoof on his shoulder.

“Ow,” he groaned.

Sweetie Belle pulled her hoof away and frowned. “S-sorry…”

He stared out into the rain for a moment before taking a breath to speak. “Sweetie Belle? Are you… okay…?”

“Yeah, everything is okay! I’m fine! Sombra wouldn’t attack me!”

“Good…”

“What’re we going to do, Spike? How are we going to fix all this?”

Spike didn’t reply.

Sweetie Belle gently shook him, trying hard not to panic in front of the foals. “Spike! What’re we going to do?”

He groaned in pain from her gentle nudges. She stopped, but the agony of waiting for him to answer was almost too much for her to bear. Finally he took another breath.

“Sweetie… I don’t know… I don’t think I’m going to make it…”

The twins began another round of loud crying. Sweetie Belle pushed their cries from her mind and focused on Spike. “No,” she said defiantly. “No, you’re going to be fine! Totally fine! When we see our friends again I’m going to tell them you didn’t hide. I’m going to tell them that you stood against a titan and never faltered. You were the bravest of us all.”

Spike laughed weakly, but in doing so hurt himself. “Sweetie… You have a way with words…”

She cuddled up next to him to hide her sadness. “Yeah… That’s what everypony says when I write them songs…”

Sweetie Belle listened to Spike’s breathing become lighter and more ragged by the minute. The foals were still upset, but she couldn’t leave Spike. Not yet. I wish I knew how to make this better. I wish I knew something, anything, I could use to save everypony…

“Sweetie,” Spike whispered, closing his eye. “Maybe singing… will make the foals… feel better… I know it would for me…”

“I-I’m not a very good singer,” Sweetie Belle sarcastically laughed.

“Everypony says you are…”

“Well, they don’t know anything about pitch and tone and or how a mezzo-soprano voice should sound… If they did, they would know I had a long way to go before I could be considered-”

Spike weakly placed a claws hand on her hoof, stopping her short of finishing her sentence. “For me… I don’t have much time left…”

“No!” she shouted, jumping to her hooves and wiping tears from her eyes. “No! I’m not going to sing while you slip away to the River Styx! It’s not fair! You shouldn’t have to go! I don’t want you to!”

He gave her a wary smile but said nothing.

“Wah! Wah!”

Sweetie Belle covered her ears with her hooves and closed her eyes. Her frustration with the situation was almost unbearable. Where was Rarity? She needed her sister! After a few deep breaths, Sweetie Belle capitulated to her somber feelings… She opened her eyes and held her head high. If Spike wanted her to sing, she was going to sing.

Ironically, after she had just explained that ponies enjoyed the lyrics she crafted for songs, Sweetie Belle opted to sing a more pure musical song instead. She didn’t feel like any words would be appropriate for how she was feeling. Just… emotion. Sweetie Belle sang a series of harmonized notes. It was slow and heavy, like the rain outside.

The twins stopped crying as she sang. Much to Sweetie Belle’s surprise, however, their horns began to light up with magic but nothing magical ever happened. Sweetie Bell stopped singing and gave a questioning stare. “Are you two okay? What’s wrong?”

They continued holding their unicorn magic. Obsidian began giggling and laughing like he was amused by something but Sweetie Belle didn’t understand. She opened her mouth to continue singing when it suddenly struck her; what if she used her magic while singing? For a moment she was still; frozen in place with her mouth open thinking about the possibility. She wasn’t very good at magic but…

Sweetie Belle began singing again, this time a more uplifting song. She activated her magic and closed her eyes, focusing on the song and the power of magic inherent in her body. With her eyes closed she felt like she were metaphorically struggling to open a door… something she knew she could do if only she tried just a little harder.

As she sang she felt so much better; the uplifting melody was washing away the depression and sadness, replacing it with something better. The longer she sang the more she realized she was getting closer to opening that door. It felt like she was crafting new magic without even realizing it; doing something she had never done before. It reminded her of Rarity’s stories about discovering her gem-locating spell. It had just come to Rarity naturally. She didn’t even need to be taught. She just knew.

Finally she felt the release of the magic – the door had been opened and, like a floodgate, magic poured from her! Her singing was now infused with magic, carrying it to whoever could hear. It felt as though Sweetie Belle was imparting a piece of herself into anyone that heard her music; like transferring power and happiness from her very being. She continued singing her wordless song, feeling the sheer happiness overtaking her.

The twins began laughing and clopping their hooves together by the time Sweetie Belle had exhausted herself. Singing like that was hard work! Her voice echoed along the walls of the gorge and she smiled when caught a glimpse of her own voice. I wasn’t bad!

“Hm? What the-”

Sweetie Belle turned to Spike and saw that he was picking himself off the floor and brushing off. His wounds… they were almost completely healed!

“But- er, how?” Sweetie Belle gasped.

“Sweetie Belle! You… you saved me!” Spike grabbed her and squeezed her up into his arms with a powerful hug.

“Eip-” she coughed, barely able to breathe.

Spike released her and spun around. There were still tiny white lines from where he had been injured, but otherwise he looked fine. His left eye, however, was still tightly shut. Spike brought one of his clawed hands up to touch it and immediately pulled away after the slightest of pressure. Blood leaked from the eyelid and he grimaced from the pain. That wound had been the worst but it seemed infinitely better now, even if it were still there.

“I… I don’t know how I could ever thank you but… Thank you! I didn’t even know you could do that!”

Sweetie Belle awkwardly laughed. “Neither did I!”

“Sweetie Belle, look!” Spike pointed to her flank and she immediately whipped her head back to look. On her flank was her cutie mark; a mystic looking pink heart with a black music note in the center.

Sweetie Belle gasped so hard she almost fainted. “Spike! Spike, I got my cutie mark!” She ran to him and the two began playfully dancing; one happy to be alive the other happy to finally have completed her first major goal in life. Even the two twins carried on with the joy, clopping their hooves together as though this were an epic celebration.

Spike suddenly stopped the silly dancing and stared at her with his one eye. “Sweetie Belle! This is awesome, but it’s no time to celebrate! We have to do something about Sombra and the changelings!”

She stopped and looked at him, contemplating the situation. “Wait!” she suddenly gasped. “You can send a scroll to Celestia! With your fire breath! Then she’ll know what’s coming! She can prepare!”

“Sweetie Belle, that’s perfect! That’ll give us time to come back and try and free everyone from the changelings!”

Smiling, Sweetie Belle hugged Spike another time. “We’re going to do it! We’re going to get a plan together and win this after all!”

“We will only if we hurry,” Spike laughed.

“Oh, right…” She let go of the dragon and levitated the twins over. “Let’s go!”

They ran from their tiny cave and began climbing out of the gorge. Although Sweetie Belle had been cold and tired before, she now felt rejuvenated. Even Spike seemed like he were full of energy! We’re going to make it! I know we are!

Rarity sat in the darkness of the cave, silently contemplating everything she had learned. Apparently, Sombra had been alone in the gorge, trapped under rocks, for years… Rarity blamed herself for not realizing it… it was so obvious! She should have been there… she should have gone back to get him… to pull him out…

This is all my fault.

If she had saved him then Queen Chrysalis would have never used him for her own twisted deeds. Now he was being used and drained of his magic… attacking other ponies when she knew he didn’t want to.

This is all my fault.

The sound of a beautiful melody suddenly echoed along the rocks of the cave and Rarity slowly lifted her head. That voice sounded familiar… “Sweetie Belle?” Rarity asked aloud, her voice cracking. “Sweetie Belle… Is that you?”

“R-Rarity?”

Stunned, Rarity stood up and backed up against the wall. “Who’s there?” The entire cave was pitch black. She couldn’t see a thing.

“Um… It’s me…”

Once she got her bearings, Rarity used her magic to illuminate her horn. On the far side of the twisted cave was the yellow pegasus, Fluttershy. She looked… less than stellar. Her mane was a wreck, her face marked with dry tears and her wings scruffy.

“Fluttershy! I didn’t know you were here!”

“Rarity? It really is you!” Fluutershy got up and weakly smiled. “I thought… I thought they had forgotten about me down here…”

Rarity embraced her friend and looked around. “Fluttershy… Tell me what happened. How long have you been down here?”

Tunnels & Turnabout

“Oh… I’ve been down here for a couple of weeks.”

“Weeks!?” Rarity gasped. “You’ve been here for weeks!?”

“Yeah…” Fluttershy hung her head. “Ever since the cider season at Sweet Apple Acres.”

“But… How did no one notice? Not once…”

“I live by myself on the outskirts of town and rarely talk,” Fluttershy said with a sarcastic smile. “I’m not surprised no one noticed.”

“But surely Angel would have noticed?”

“They locked Angel up. It’s okay. They told me if I didn’t try and escape they wouldn’t hurt him…”

Rarity shook her head in disbelief. “That is… unforgivable… I’m so sorry, Fluttershy.”

“They feed me every now and then, but I haven’t heard anyone for the last day or so… It’s hard to keep track of time in the darkness.”

“It’s my fault you’re down here… I can’t believe I was so thoughtless!”

Fluttershy tilted her head in confusion. “You couldn’t have known Queen Chrysalis was going to return, Rarity. No pony will think it’s your fault.”

“No, you don’t understand… Queen Chrysalis only came here before of Sombra… She sensed him the gorge… And I was the one that left him there.”

Fluttershy continued to look at her in confusion. “Didn’t Sombra… pass away?”

“Yes! But I should have known he couldn’t die that easily!” Rarity turned away and leaned her head against the cave wall. “We watched him die in the Crystal Empire, remember? Of course he wouldn’t die! I was so stupid! How can you even stand to look at me and call me your friend!?”

“Rarity…” Fluttershy walked up behind her and gently placed a hoof on her shoulder. “It’s okay. You couldn’t have known he would still be alive. Not even Twilight Sparkle knew. Or Celestia. You can’t know everything.”

“It’s different!” Rarity said between gulping down air. “How would you feel if the one you loved just… just… left you!? For two years!? Buried beneath rocks!?”

Fluttershy nervously combed her mane with her hooves. “Well…” she began.

“Exactly! Do you see what I’ve done now!? How can I ever face Sombra knowing that I failed him? How am I supposed to say sorry for… for… for leaving him all alone?” Rarity was practically on the verge of tears. She had been crying for long that it was painful to continue.

“If I left Discord… I think he would forgive me.”

“But you would understand if he didn’t.”

“I… I guess so, but… But if he loves you he’ll forgive you. You didn’t mean to leave him. You didn’t even know. Besides… You don’t think he wants to see you?”

“He…” Rarity turned back to her friend and sighed. “He thinks I’m with him now… Queen Chrysalis is manipulating him by pretending to be me…”

“Then you have to go to him!” Fluttershy said at a normal volume, practically yelling for her standards. “Imagine all the things he’s doing that he’s going to regret once he finds out! You have to try and save him, Rarity! Even if he doesn’t forgive you! That’s what you do for loved ones!”

Rarity stared into Fluttershy’s eyes for a long moment. She knew the pegasus was right. No matter what Sombra thought of her… she couldn’t stand by while he was being used. She had to do something. “Fluttershy,” Rarity said in a cold and serious tone. “We need to get out of this place.”

Fluttershy nervously tapped her hooves together. “How do you think we’re going to do that?”

“My magic can create light. And you… you can talk to animals.”

“Uh, yeah, I can… where are you going with this?”

Rarity pointed to the walls and ran over to one of the many cracks. “There has to be an insect or bat or something in here! If we find it we can ask it for directions!”

Fluttershy nodded. “That might work… But what about the changelings? Even if we make it out we’ll have to deal with them…”

“We’ll have to think about that once we encounter them… Come now, Fluttershy! Let’s escape!”

The two ran through the darkness of the cave system, determined to make it out before it was too late.

“Why are there so many changelings here?” Sweetie Belle whispered to Spike.

“I don’t know… They look like they’re searching for something…”

Getting parchment was harder that Sweetie Belle thought it was going to be. The town was crawling with changeling-ponies. They were entering and exiting houses and walking through the streets in groups of three or four.

“I thought Queen Chrysalis told them to help her invade Canerlot,” Sweetie Belle wondered aloud.

“They must be looking for Twilight. That’s the only explanation.”

“Didn’t one of them say Discord got to her?”

“Twilight wouldn’t be done in that easily,” Spike huffed with a knowing smile. “She has a few tricks of her own.”

“There!” Sweetie Belle suddenly shouted. “That building! It’s the quill shop! We’re sure to find parchment there and the changelings just left!”

“All right… stick close to me.”

Spike and Sweetie Belle half-ran, half-crouched all the way across the street and into the quill shop. Luckily for them, the rainclouds made everything dark and shadowy, perfect for sneaking. Unfortunately for them, everything was wet, cold and covered in mud by the time they made it into the building.

Quietly they made their way to the back of the store, the area that was also a house. Once in the living room they shook off and lit the lamp. “Hurry, get a quill and parchment!” Sweetie Belle shouted. While Spike ran around looking for the proper materials, Sweetie Belle placed the twins down and dried them off. They might be hungry... She ran to the pantry in order to find them something to eat.

The sound of shuffling hooves in the other room caught Sweetie Belle off guard. She held her breath in fright. “Spike,” she whispered. “Spike!”

He turned to her, a quill in his mouth and a large box in his arms. “Hm?” he muffled.

“Somepony’s here!” she said under her breath.

Spike set the box down and narrowed his eye into a glare. He handed the quill over as he walked by and slowly slid up to the door in order to listen. When he was sure the pony on the other side was close, he kicked in the door and had his claws ready.

“Who’s there!?” he demanded.

Standing in the bedroom was none other than Zecora, the mystic zebra from the Everfree Forest. Sweetie Belle was momentarily relieved, but then she came to her senses. This could be a changeling too!

“Answer him!” Sweetie Belle demanded. She would know if this was Zecora in a heartbeat.

“Come now, ponies, don’t be silly. It’s me, Zecora, friend to dragon and filly!”

Sweetie Belle hesitantly stepped into the room and exchanged a questioning look with Spike. Was this really Zecora? “Do you think we can trust her?” Sweetie Belle asked Spike.

“I don’t know,” he replied. “We could subdue her just to be sure…”

“Wait, Spike, don’t be hasty! If you like gems I won’t be tasty!”

“I didn’t say I was going to eat you,” Spike groaned.

“I’m just going to test you!” Sweetie Belle proclaimed. “What rhymes with consumed?”

Zecora nervously lifted an eyebrow. “Doomed?”

“Okay… What rhymes with book?”

“Took.”

“Pie?”

“Hereby.”

“Orange?”

“Nothing rhymes with orange.”

Sweetie Belle turned to Spike for confirmation. He nodded. “She’s right. Nothing rhymes with orange.”

“Okay, okay,” Sweetie Belle rolled her eyes. “How about- Hey! Wait! That didn’t rhyme!”

Zecora let out an exacerbated sigh. “Of all my luck… I got stuck impersonating the pony with a rhyming speech pattern.”

“Spike! Get’em!”

Spike lunged and tackled the Imposter-Zecora. Using his dragon strength he pulled her to the bed and tied her up using the sheets. The fake Zecora didn’t put up much of a fight. She just glared up at the ceiling and sighed.

“Show your true form!” Spike commanded.

The form of Zecora disappeared in an instant. What was left was a changeling; a black pony-like creature with fangs, insect-wings, a unicorn horn and webbed mane and tail. He looked from Sweetie Belle to Spike and then rolled his eyes.

“You got me,” he said, unenthusiastically. “I suppose now you’re going to squish me or something. I’m ready. Get on with it.”

Sweetie Belle scrunched up her face in disgust. “No, no, no! We aren’t going to squish you! That would terrible! You just have to stay tied up until we can get some parchment!”

“Which reminds me…” Spike dashed out of the room and began rummaging through the house again in order to find something to write on. Sweetie Belle watched over the changeling and made sure he didn’t attempt to escape. He never moved.

“Sweetie!” Spike gasped from another room. “I found the parchment… and Twilight! She must have teleported herself here! Filly loves her books…”

“Y-you found her?” she asked. “Awesome!”

Spike re-entered the room holding another quill, some parchment and the unconscious body of Twilight Sparkle. “Move the changeling off the bed, will you?”

Sweetie Belle used her magic to move the changeling onto the floor. When the bed was clear, Spike placed Twilight’s limp form gently onto the mattress. Afterward he quickly penned a note. Once done, he took a deep breath and blew his magic green flame over it, teleporting it instantly to Princess Celestia.

“Wait,” Sweetie Belle said, thinking back to when she saw Spike use that ability last. “Did you send that butcher knife to Celestia!? That one in the Cake’s Shop?”

Spike snorted back laughter. “No. I can choose where the objects go. But that would be funny.”

Sweetie Belle turned her attention back to Twilight. “Is she… going to be okay?”

“I don’t know…” Spike tried gently shaking her awake. She didn't respond. He leaned down close to her and asked, "Twilight? Can you hear me?" She didn't reply. Spike shook her harder than before. Her wings unfurled weakly against her sides. For a moment everyone was quiet. Suddenly, Spike looked back up and smiled. “Sweetie! Use your magic! Sing to Twilight!”

“W-what?” Sweetie Belle balked.

“Yeah, what was that?” the changeling on the floor asked. “Did you just tell her to sing to the princess?”

Spike glared down at the changeling with his one eye. “I wasn’t talking to you.”

“I just wanted clarification. If I’m going to sit around pretending to be a rug I at least want to know what I’m watching.”

“I mean it, Sweetie!” Spike continued, ignoring the changeling. “Your song healed me! Maybe it can heal Twilight!”

Sweetie Belle took a step back and stared at the floor. “But… I don’t even know how my powers work… I only used it the one time…”

“Please, Sweetie. Just try!”

“Yeah, just try,” the changeling chimed in.

“Would you keep out of this?” Spike growled in annoyance.

“Okay, okay…” the changeling sighed. Under his breath he added, “Spoil-sport.”

After a moment to compose herself, Sweetie Belle held her high and took a deep breath. When she opened her mouth she sang a happy, uplifting song, just like the one she had sung in the gorge, complete without lyrics. Using her magic, she combined the two and created something wonderful and harmonious. In a matter of minutes, however, she felt herself becoming drained. She stopped signing and fell to the ground on bended leg.

“Are you okay, Sweetie?” Spike asked, rushing to her side and gently patting her mane. “Maybe you should rest for a moment.”

“That singing takes a lot out of me…”

“Ah…”

Spike and Sweetie Belle both turned to the bed. Twilight Sparkle was stirring! She was getting up! Even the changeling on the floor craned his head and smiled at the sight.

“Wow!” the changeling marveled. “It worked! And… and I feel great! I feel like I just ate! Like I just ate a whole grouping of pleasant feelings!”

“What did I say about talking?” Spike again glared at the changeling.

“Wait,” Sweetie Belle looked at the changeling on the floor. “I thought changelings only ate love?”

“Well, I don’t know what was in that song… All I know is that it was… wonderful…” The changeling relaxed against the floor with a happy smile. Spike snorted in disgust.

“The sooner we get rid of this guy the better,” he commented dryly.

Twilight Sparkle lifted her head off the bed and looked around with squinted eyes. She could barely hold herself up but that was far better than before. Spike smiled to her and she smiled back. “Spike… Did you save me?”

“No, Sweetie Belle did! She’s amazing! She discovered her talent!”

Sweetie Belle blushed and looked away. “It was nothin’,” she said, imitating Spike’s earlier responses.

Twilight slowly got off the bed and stretched her wings. “Sweetie Belle, thank you. I don’t know what you did, but I feel much better now.” She glanced over at the changeling and shook her head. “Arg… I should have known! All the signs were there… I just didn’t think they would be strong enough to assemble this quickly… Why are you keeping this changeling here?”

“I can get rid of him if you want,” Spike quickly offered.

“W-wait! Don’t get rid of me! Just leave me here!”

“That’s funny. Weren’t you ready to be squished earlier?”

“Yeah, but that’s when I was on the brink of starving to death,” the changeling said with a frown. “I feel much better now that I got some of that sweet, sweet song…”

“Do you have a name?” Sweetie Belle asked.

“Cootie,” the changeling responded. “They call me Cootie.”

“Pfft,” Spike choked back laughter. “Your name is Cootie? That’s hilarious!”

“You were on the brink of starving to death?” Sweetie continued her line of questioning, ignoring Spike’s outburst of laughter.

“Yeah. We all were until we starting infiltrating Ponyville. Some of us didn’t make it here, that’s how bad it was…”

Spike was still laughing but Twilight suddenly took interest in the line of questioning. “I had no idea the changelings were that desperate.”

“Well, of course not,” Cootie scoffed. “Ponies don’t care about us. We’re pests. Vermin. Parasites.”

“As much as I would love to know more about the changelings from the source, I need to get to Canterlot. Spike, you’re with me. We’re going to fly close and then teleport in to try and get there before the changelings do. Maybe Celestia or Luna can break the spell on Discord and we can find the changeling nest in order to save our friends. Sweetie Belle, you find a safe place to hide.”

“We know where the changeling nest is!” Sweetie Belle said. “I’m sure the others are there! Right, Cootie?”

“That’s right,” Cootie nodded.

“We can’t trust him,” Spike said, finally calming himself after his fit of uncontrolled laughter. “He’s one of them. He might be trying to lure us into a trap.”

“I need to get to Canterlot,” Twilight said, obviously wrecked by the conflict. “But I need my friends as well…”

Spike turned to Twilight. “Let me and Sweetie infiltrate the nest while you clear Ponyville of the changelings that remained. Then, we can all teleport to Canterlot and help the royal sisters.”

Twilight slowly nodded, taking that all into consideration. “Do you think you can handle it, Sweetie Belle?”

Sweetie Belle stood up tall and held her head high, much like she had seen Rarity do on several occasions. Cootie rolled around the floor in an attempt to get noticed. “I’ll go too!”

“We aren’t taking you,” Spike growled.

“No, take him,” Twilight commanded. “He’ll know where everything is.”

“But-”

“You can obviously handle him if he tries anything,” Twilight cut him off, motioning to the bedsheets around Cootie’s body.

“All right… Fine. We’ll do it your way.”

Rarity and Fluttershy ran through the tunnels as quickly as their legs would allow. But the further they went the more it seemed as though they were getting lost. Every insect and bat they ran across told them the same thing but… were they really getting closer to the surface? It felt like they were moving further underground…

“I don’t understand,” Rarity gasped between breaths while she ran. “Why would Chrysalis just leave you in a cave? Why not put you in one of her cocoons or… or finish you off?”

“I don’t know,” Fluttershy muttered.

“Why would Chrysalis place us together? Doesn’t she know we would try and escape?”

“I don’t know.”

“Why not… put us in a cage? Or render us unconscious?”

Fluttershy narrowed her eyes in annoyance. “I. Don’t. Know.”

Before Rarity could continue her line of questioning, she saw a light up ahead. “Look! We’re going to make it!” She picked up the pace and galloped onward. Rounding the corner of the cave with the light, Rarity skidded to a halt from shock. Fluttershy barreled into her, sending them both to the ground.

The two of them lifted their heads and stared up at the ceiling of the cave in horror. There were cocoons… hundreds of cocoons… The light they had seen was from the glowing crystals and lanterns all along the walls. Rarity would have continued to stare in disbelief had she not noticed there were others here in the cave with her.

Glancing around the room, she realized there were just as many changelings here as there were cocoons. “Sweet Celestia,” she breathed.

A Fallen People

Fluttershy immediately shielded herself with Rarity’s body, ducking her head down and keeping her eyes shut. She shivered in fright, not daring to look up at the swarm that was around them. Rarity held up a leg and nervously stammered, “G-get back! Back, I say! I’m, uh, a unicorn! You wouldn’t want to mess with a unicorn! I have, er, powerful magic!”

Much to Rarity’s surprise, the changelings backed away, their tails tucked between their legs. Suddenly, they began running for cover, hiding behind the glowing crystals. It was only then that Rarity noticed they were making black and green honeycomb-like structures on the floor. They were gigantic black and green hexagon vats filled with a green a honey-like substance.

“Where are the warriors!?” one of the changelings called out.

“Queen Chrysalis took them with her!” another answered.

“We’re doomed!”

“The ponies have come to crush us! Run for your lives!”

Without rhyme or reason the changelings began running wildly through the caves, panic in their every action. In their rush to escape they pushed and pulled each other in every direction, some flying through the air and crashing into others. Rarity was momentarily stunned. She had offered up her magical powers as a ruse in order to prevent them from immediately attacking, not to cause a stampede.

Fluttershy poked her head around Rarity with a questioning stare. “What’s going on?” she whispered.

“I… I don’t know,” Rarity replied, taking a step back when one of the changelings ran by.

One changeling prostrated itself on the ground in front of Rarity and groveled at her feet. “Please! Spare me! I beg of you!”

Rarity pulled her hoof away. “Darling, what are you talking about?”

“I was just following orders! Please! Have mercy!”

It was then that Rarity realized these changelings had no unicorn-style horn on their forehead… Were these some sort of other type of changeling? “Who are you?” Rarity asked.

Fluttershy stepped out from behind Rarity and looked around. “QUIET! EVERYPONY SIT DOWN! NOW!”

“F-Fluttershy!” Rarity gasped in disbelief. “What was that?”

“S-sorry… I just thought that… my training with Iron Will would come in handy here…”

Both mares turned back to the changelings. They had all stopped and were lying down, their eyes wide with fear. These weren’t like the changelings that Rarity had seen in Canterlot. They were meek and didn’t seem to possess any magical abilities, not even the ability to transform.

With the changelings quiet, Rarity held her head high and glanced down to the one at her feet. “Well? Who are you?” she repeated.

“I’m just one of the workers! Just a worker! We’re all workers!”

The changelings in the room all nodded in unison.

“You don’t… fight?” Rarity asked hesitantly. She didn’t want to give them any bright ideas.

“Of course not! The warriors fight! We’re harmless!” The edge of panic in the changeling’s voice bothered Rarity. She liked that he was telling her all the information she wanted to know, but at the same time, she didn’t enjoy his sheer terror when addressing her.

“What’re you doing here?” Rarity turned her attention to the ceiling and examined the cocoons. She could see the silhouettes of ponies…

“Harvesting the love of the ponies… turning it into royal jelly and changeling-honey…”

“W-what!? Bring them down immediately! Every last one!”

“O-of course! W-whatever you say!”

The changelings began bustling around the cave, cutting the cords of the cocoons and slowly lowering them to the ground. One by one they cut them open, spilling forth the pony and bile inside. Although they were all breathing, the ponies were unconscious as though sleeping soundly.

Rarity looked around. All of Ponyville could be in this cave… Suddenly, one lone pony stood up and began swaying back and forth on wobbly legs. It was Rainbow Dash. She took an attack stance, readying herself for the fray.

“Lemme at’em!” she weakly shouted. She sounded drunk. “You’re not takin’ me that easy!” A moment later she collapsed back to the floor. Only Rainbow Dash had the tenacity to get up after having her life forces sucked from her…

“Why are you doing this?” Fluttershy asked; a pained expression on her face as she looked out across the weak ponies.

“It’s our job to make honey for the nest!” the worker changeling earnestly admitted. “The warriors bring us the resources and then we harvest it…”

“That’s awful…”

“Please allow us to live! We’ll leave this place! We promise!”

Rarity looked at the changeling in disbelief. “So that you can go somewhere else and harvest those ponies? What will it take to get you to stop?”

The changelings in the room exchanged nervous glances. “We can’t stop. We need the love and honey to survive…”

Fluttershy was suddenly struck with empathic understanding. “You poor things…”

“Poor things?” Rarity blurted out. “They were trying to eat our friends!”

“But that’s how they live! We can’t be angry with them.” Fluttershy flew over to the worker and stood by his side. “We need to find another way, Rarity. If we send them away it’s as good as sentencing them to death.”

The changelings in the room widened their eyes with hope. Rarity took a deep breath. What was she supposed to do? She had no way to take care of them or feed them! And she doubted anyone in town would allow themselves to be hung from the ceiling and harvested upon… “I… But… Can’t you go back to your own kingdom? Don’t you have a home somewhere?”

“We have no kingdom,” the changeling stated, hanging his head. “We once had a kingdom… But that was generations ago… Now our numbers dwindle and we have but one queen… What you see here is the last of the workers. The ones that didn’t die from the trek…”

Rarity looked at the group of changelings again, this time with an analytical eye. There were hundreds here, but combined with the changelings from Ponyville, didn’t equal nearly as many as even one of the major cities in Equestria. If they really were dying out, it wouldn’t take much longer before they were finally gone…

“Is there… some other way for you to harvest love? Or feelings? Or whatever it is you eat? Must you place ponies in cocoons?”

The changeling looked up at Rarity with a sad gaze. “Once, it was the Queen’s duty to feed the workers by gaining the love of many peoples while ruling over a territory… Like the ponies here love Celestia… It was enough to sustain us… but once we were thrown from our territory we had no other choice…”

“Well, what if you had your own territory? Could you try and live peacefully then?”

“No ponies will have us… They chase us from their lands and kill us when they have the chance… We roam the roads to oblivion.”

“I know a place for you,” Rarity suddenly told them. “There is a castle in the Everfree Forest! The castle of the sister’s! You can live there! The forest is no longer covered in evil thanks to the Ruin Worms!”

Fluttershy was taken aback. “R-Rarity! That’s a great idea but… I don’t think you can give away property you don’t own…”

“Fine,” Rarity huffed. “They may have my boutique until I can find a way to convince Twilight to give them the castle. It’s a small place for this many changelings but I’m sure I can make it work.”

“Your boutique? But that’s your home… You love that place. You would just… give it to them? For free?”

Rarity fluffed her scruffy mane. “Of course. Think nothing of it. Objects can be replaced. Ponies cannot. I refuse to be a part of their suffering any longer. Had I know this was the state of the changelings when we met them in Canterlot I would have argued the same thing.”

Fluttershy turned to the changeling and asked, “Why can’t changelings absorb the love given to somepony who has passed away? Wouldn’t that be easier?”

The changeling shook his head. “Once a pony dies the connection breaks. A changeling loses all power and food from impersonating a pony who is deceased.”

“Is that why Queen Chrysalis kept us alive? Why she didn’t put us in cocoons like the rest?”

“That’s right. She wanted to impersonate Rarity… and General Ecdysis was to impersonate you, Fluttershy.”

Fluttershy frowned. Rarity had an idea. “Wait, if we help you, will you help us?”

“O-of course.”

“Tell me how the changelings control other ponies. How did they control Sombra and Discord?”

“The warriors can place ponies under a trance once they’ve consumed enough love… General Ecdysis used his trance to control Discord but… no matter how hard Queen Chrysalis tried she could only place Sombra under a partial trance… Discord will obey nearly every order given, even attacking those he cares for, but Sombra only obeys some of the time… Sometimes he does things and then the next day he wouldn't.”

Rarity looked away. Sombra… “Why can’t she control Sombra?”

The changeling shook his head.

“How do we break them out of the trance?”

“Love from the true pony,” the changeling replied. “But in Sombra’s case… he has nearly broken out on his own… Queen Chrysalis once ordered him to attack Ponyville because she thought she had enough power to take it without the need for any more subterfuge… But he lashed back and refused, almost dropping her control. Everyday her hold gets stronger but he has been a stubborn victim.”

This information fascinated Rarity. Maybe… maybe Sombra knew deep down inside that Queen Chrysalis was a fake… Before she could ask any further questions, the cave was filled with the echoes of hoofsteps. The changelings froze on place, another wave of fear washing over them.

“It’s okay,” Fluttershy tried to calm them. “Stay calm! I’m sure everything will be fine!”

Rarity prepared herself for the worst. What if it was a wave of changeling warriors? She and Fluttershy weren’t the best of fighters… they would need some sort of plan in order to defend themselves.

Entering the cave from the far side was none other than Spike. Rarity sighed in relief. Thank Celestia! She ran for the other side of the cave but stopped when she saw Sweetie Belle and a changeling warrior. “Sweetie Belle! Stand back! It’s right behind you!” In a fit of sisterly love, Rarity used her magic to blast at the changeling.

Spike instinctively pushed the changeling out of the way, protecting him from harm. “Wait, Rarity! He’s with us! He’s a traitor changeling!”

The changeling turned his head slowly to face the dragon and glared. “Really? That was how you introduced me? The traitor changeling?”

Sweetie Belle ignored their childish bickering and ran for Rarity. “Sister! It’s really you!”

“Sweetie Belle! I missed you so much!”

The two embraced in a hug and the changelings in the room began licking their lips.

Rarity looked around, suddenly in a panic. “Where are Ebony and Obsidian!? Are they okay? Why aren’t they with you!?”

“It’s okay, Rarity! Twilight is protecting them with her magic! Everything is fine! How are-” Sweetie Belle suddenly saw the contents of the cave and gasped in horror. “What… what happened to everypony!?”

Rarity turned around and looked over the mass of unconscious ponies. “They’ll be okay.” I hope.

Darkness at the Gates

Rarity hugged her sister a second time, holding on far longer than necessary. “I’m so glad you’re okay, Sweetie Belle…”

“Wait! Rarity! I need to show you something!” Sweetie Belle stepped away from her sister and turned her body to the side. Rarity’s eyes immediately went to the cutie mark on her flank.

“Sweetie Belle! Your cutie mark! When did that happen?”

“Watch, Rarity! I’ll show you!” Sweetie Belle ran out into the sea of unconscious ponies and raised her head. Spike walked out after her, a worried expression on his face.

“Wait, Sweetie… Do you think that’s a good idea? You haven’t had a chance to rest yet from the last time…”

“I have to show her,” Sweetie Belle defiantly. “I’ll be all right.”

Rarity sat back and watched as her sister took a breath and began to sing. She always knew her sister had a voice for Bridleway, but now everypony knew. As Sweetie Belle continued to sing, Rarity suddenly felt… energized. A warm, loving sensation came over her and with each note she felt more enchanted by the music. The green and black honeycombs also began reacting to the music, lighting up as if being flooded with electricity. Rarity was about to get up and ask what was going on when she realized that Sweetie Belle had suddenly stopped signing and was now gasping for breath.

Spike ran to her side and scooped her up into his arms. “Sweetie! All you all right?”

The changeling warrior also ran over to her and began circling Spike like a needy puppy looking for a treat in his master’s hand. “Sweetie Belle?” the changeling asked. “Is she going to be okay? Tell me she’s going to be okay!”

As if all waking from a terrible dream, the ponies in the cave began slowly getting to their feet. They rubbed her heads and looked around in a dazed and confused manner. Rarity could hardly believe her eyes. Had Sweetie Belle’s song done this?

The changeling workers had now formed a circle around Spike and Sweetie Belle. They were watching her with wide-eyed interest and fascination.

“She’s a miracle…” one whispered.

“A gift from on-high,” another responded.

“Why has Queen Chrysalis never brought us this one?”

“Does she even know?”

Rarity pushed her through the crowd of confused ponies and awe-struck changelings until she was at her sister’s side. “What was that, Sweetie Belle? What happened?”

“It’s my talent…” Sweetie Belle answered weakly. “My cutie mark.”

“Sweetie Belle… That’s magnifique. You’re a bard or siren or some other musically-inclined wonder!”

“She needs to rest,” Spike stated. “It takes a lot out of her.”

Rarity nodded in agreement and turned back toward the ponies in the cave. As she walked away she heard her sister whisper, “Do you think she was impressed? Do you think she liked it?”

“Yeah. I’m sure she did,” Spike replied.

Fluttershy was going from pony to pony asking if they were all right. Some of the older ponies looked like they were still shaken by what had transpired, but for the most part everypony was okay. Rainbow Dash took to the air and flew straight over to Rarity with a disgusted look on her face.

“What’s going on!?” she demanded, landing next to Rarity and shooting all the changelings a dark glare. “Why aren’t we wasting these guys and busting out of here?”

“It’s okay, Rainbow Dash. They’re not going to hurt you. I’ve offered to help them and they, in turn, provided us with valuable information.”

“Where’s Twilight? What’s going on?”

“Twilight is up in Ponyville. We should quickly reunite with her and travel to Canterlot. No telling what might have happened while we were down here.”

Apple Jack, Fluttershy, and Pinkie Pie trotted up to the group. Apple Jack, Rainbow Dash and Pinkie Pie were covered in a thin layer of green slime, but that didn’t bother them much. Rarity was sure she would have been the only one truly bothered, but Pinkie Pie looked like she was actively enjoying it. She hopped up and down in the green puddles, listening to the sticking sound on the bottom of her hooves break with each jump.

Spike ran to the tunnel he and Sweetie Belle entered. “C’mon! This way! Cootie, can you show us out?”

Cootie? Rarity turned her head. She had never heard of a pony named Cootie before. The changeling warrior answered the call and flew over to Spike’s side. “No problem. We’ll be out of here in no time. Just make sure Sweetie Belle is okay.”

“I got her,” Spike said, narrowing his eyes. “You don’t need to worry about her safety. She’s with me.”

“Apple Jack,” Rarity turned to her apple-bucking friend. “Make sure all the ponies stay together. We’re going to be walking out of the tunnel. With the changelings.”

Although everypony was confused, they followed Rarity’s orders. Apple Jack rounded them up, similar to how she rounded her sheep, and they all began marching. Cootie led the way down the tunnels with Spike, Rarity and Fluttershy following immediately behind.

The tunnels were a giant maze. Rarity knew she would have never found her way out if it hadn’t been for this lone changeling. With every twist and turn she would have gotten more lost… Eventually, however, they made their way to a location where the Ruin Worm had surely been slumbering. It was a wide, cracked tunnel filled with black crystals and a dreadful presence. Now that the Ruin Worm was gone, it was nothing more than a straight shot to the surface. Water was flowing downward from the gorge, indicating that the storm had yet to let up.

After several minutes of trekking through the water, crystals and rubble, Rarity stepped out into the gorge with a smile on her face. She was glad to be rid of her underground prison.

The instant Rainbow Dash made it to the surface she sped off into the sky, piercing the clouds with her speed and pegasus magic. One by one she destroyed the fabric of the rainclouds, dissolving them into nothingness. It was only a matter of seconds before the rain had ceased.

With the clouds gone, Rarity could see it was late afternoon. “Come, ponies. We’re close to Ponyville. Princess Twilight is sure to be waiting for us!”

By the time everypony had made it back to Ponyville, it was dusk. The sun was setting and the stars were coming out into the night. Even from a distance everypony could see a pile of changeling warriors stacked on the outskirts of town. They were unconscious; dazed from a spell Twilight had conjured.

Rarity ran into town with Spike, Apple Jack, Fluttershy, Rainbow Dash and Cootie in tow. Twilight was waiting for them by the pile of changelings. Although she looked like she had seen her fair share of fighting, her smile and stance were one of confidence.

“Girls! You’re okay! Spike and Sweetie Belle were victorious!”

Rarity ran to Twilight’s side and nodded. “Twilight! I’m relieved to see you! It’s Queen Chrysalis! She’s behind it all! I saw her, Twilight! She’s using her magic to control- er, a Ruin Worm that’s possessed by Sombra… I’m so sorry! I should have been more diligent, I should have been-”

Twilight held up her hoof. “It’s okay, Rarity. What’s done is done. We all need to focus. I tried to round up all the changelings but some managed to get away during the fighting. I’m sure Queen Chrysalis and her changelings will know what’s going on by now.”

“You have nothing to worry about, Twilight. We’re here.” Rainbow Dash flew through the sky, circling her friends a few times before stopping next to Twilight’s side. “We’ll handle these punks now that we’re together. We can summon the rainbow powers and destroy them.”

“By my best guess I would say Queen Chrysalis has yet to attack Canterlot. I know you must be tired, but I think we need to leave now. I can teleport us most of the way but we’ll need to go in by hoof after that.”

“Why do you think Queen Chrysalis hasn’t attacked?” Fluttershy asked.

“The sun is setting and the moon is coming up into the sky. It means the two sisters are still in power.”

“You need to be careful!” Cootie suddenly interjected to the group. He was practically standing a good twenty feet away, sheepishly kicking at the ground and avoiding eye contact. “Queen Chrysalis said she had plans for you if you ever came to attack her…”

Twilight nodded. “Thank you.”

Spike, still holding an exhausted Sweetie Belle, took a step forward. “I’m coming to.”

“Leave Sweetie Bell in the quill shop. I set up a shield barrier there to protect the twins. I’m sure she can watch over them while we’re all gone.”

“What about us?” a pony asked from the massive group of townsfolk.

Twilight and the others turned to the group of Ponyville citizens. Diamond Tiara had been the one to speak. She trotted forward and glanced around.

“I thought you were the princess! Shouldn’t you get rid of all these parasites first? If you leave they’ll surely attack again! They’ll drain our love and life force! You’re leaving us undefended!”

Sweetie Belle glared from the arms of Spike. “Hey! Didn’t I tell you to run to the boutique once you were done causing a distraction? You could have avoided being captured if you had just listened!”

“I had to go back and tell my father,” Diamond Tiara said, rolling her eyes. “And then it turned out he was a changeling too! Nopony is safe! Which is why our princess should stay here!”

Ponies in the crowd began agreeing with her, nodding their heads.

“And furthermore, we should restrain these worker changelings! After everything they’ve done to us, they should be punished!”

Again, more ponies in the crowd began agreeing. They nodded along with every word Diamond Tiara uttered until some of them began chanting her suggestions.

“Get rid of the changelings!”

“Get rid of the changelings!”

The group of worker changelings that had accompanied them to the surface began backing away and huddling together. With their warriors subdued they were helpless to the ponies of Ponyville.

“No!” Sweetie Belle shouted, her voice cracking. “You can’t! If you do that the fighting will never stop!”

“Oh, yes it will,” one of stallions shouted from the crowd. “The changelings are almost gone! Almost extinct! If we get rid of them now we’ll never have to worry about them again!”

More shouting and agreement from the ponies. It was hard to tell if there was any dissent at all…

“Hey!” Rainbow Dash shouted. She flew over and got up into the stallion’s face. “Watch your mouth, bub! Maybe we’ll have to use the rainbow powers on you next!”

“Rainbow Dash!” Twilight scolded. “That’s enough!”

Rainbow Dash backed away, her eyes locked on the stallions and set to a glare. The stallion hesitantly stepped back into the crowd.

“I know you all are afraid but my powers are needed elsewhere or else all of Equestria might fall!” Twilight flew up into the sky so that all the ponies could see and hear her. “As for right now, the changelings are not to be harmed! You stay in your homes, lock the door and remain calm until I return! When I do, I will decide what is to be done with them. Everypony understand?”

The town reluctantly agreed. Twilight turned back to her friends. “Prepare yourself. I’m going to teleport us.”

“Let me go with you,” Cootie suddenly said, scooting closer to the group. “I want to help you ponies!”

For a moment Twilight hesitated. Rarity stared at the changeling. Was it really a good idea to take one with them? What if it was a trickster? Then again, he had helped them escape the caves. “It’s okay, Twilight,” Rarity weighed in.

“Very well.” Twilight used her magic and the group was teleported, leaving Sweetie Belle, the changelings and the townsfolk behind.

General Ecdysis watched the moon rise up into the sky. It was almost time. Just a little while longer… He gently stroked the creature he was sitting next to. Discord. The God of Chaos. The draconequus was complacent and quiet, still under Ecdysis’s spell. With a sigh, Ecdysis stared at the moon.

Equestria was a realm where virtue and passion gave rise to power and form. Friendship was a force to be reckoned with. Love was a fuel supply. Chaos itself was a beast that roamed the world. Fear and hate were a dark magic that plagued the land… Ecdysis knew those couldn’t possibly be the only forces of power here. He knew there had to be others. Which is why he dedicated himself to the only virtue he knew; loyalty.

If there was something, some reward for becoming the epitome of loyalty, Ecdysis was sure he would find it. He knew the costs of loyalty and, but he also knew the benefits. Which was why he felt sorry for the beast known as Discord.

Discord was the embodiment of chaos, which by its very nature meant it was everything that wasn’t order and harmony. Chaos had no counterpart or friends. It was a force of nature that nothing could adhere to. Discord was meant to be forever alone… Until he gave up a piece of himself to stay with the ponies of Ponyville. His loyalty to his friends- nay, his love- turned him away from his very birthright… and now look at him. Chained to the changelings and forced to do their bidding. Everything Discord had been loyal to he was about to destroy… Ecdysis could think of nothing more tragic.

A rustling in the nearby trees set Ecdysis on alert. He stood up and turned to face the problem. Normally, when he had been impersonating Fluttershy, he would have cowered away from the first sign of trouble – but that was no longer the case. Discord was fully under his control now. Even if he dropped his disguise, Discord would still serve. Ecdysis had yet to remove his new form, if only for the chance to capitalize on it in the future.

A changeling warrior burst from the leaves of a nearby tree. He was wounded and bleeding, but still able to fly. Ecdysis was immediately on-edge. “Report,” he hissed in his own voice; an odd juxtaposition coming from Fluttershy’s body.

The changeling flew to Ecdysis’s hooves and landed with a hard thud. Taking deep breathes he replied, “The princess… we found the princess…”

“You did? Was she dead, like we thought?”

“No, General… She fought us off! One by one!”

“Impossible!” Ecdysis snapped. “I watched Discord poison her myself! There was no way she was waking! All you fools had to do was find her body! I already told the queen she had perished!”

“I-it’s true, General! She was fighting! She took us down! I barely managed to escape!”

Curses… “Is that all?”

“No, General… The workers and the nest… They found them. When I had left there was a changeling leading them to the nest…” The changeling hung his head in shame.

“Who?” Ecdysis shouted, pulling the changeling up and glaring.

“One of the scouts… I think his designation was Cootie, sir…”

Ecdysis threw the changeling down to the ground in a fit of barely restrained rage. “He betrayed us!? He led them to our nest!? You’re sure of this?”

“Yes, sir… Very sure…”

“I'll snap his neck myself when next we meet,” Ecdysis said in a cold, harsh tone. “Him and the princess.”

The changeling on the ground was shaking. “What shall I do, General? Are we to head back to protect the nest? The workers are defenseless without us…”

“I shall speak to the queen.”

“Yes, General.”

Ecdysis flew over to Discord and landed on his back. “Go.” The draconequus flew off the small hill it had been resting on and took to the star-filled sky. Flying just above the treetops to avoid being noticed, they went only a short distance into the woods before stopping. Queen Chrysalis was here; hiding within the darkness of the trees just before the mountain face that held Canterlot aloft.

The Ruin Worm was concealing itself with shadows on the far end of the forest. Waiting for the signal to strike. Queen Chrysalis, disguised as Rarity, was perched on the branch of a thick tree. She was staring at the castle with greedy eyes.

Ecdysis jumped from Discord’s back after he landed and bowed. “My queen…”

“Ecdysis,” the form of Rarity spoke with Queen Chrysalis’s voice. “Why aren’t you at your post? We’re to attack soon.”

For a split second, Ecdysis hesitated. Normally, in the past, he had gone to Chrysalis the moment a plan had gone awry. He would report to her everything the moment it happened. Lately… lately she had been… less than rational.

“Forgive me, my queen. I have troubling news to bring you.”

“Out with it,” she hissed.

“The ponies have discovered out nest. We’ll need to turn around immediately if we are to save them.”

There was a moment of silence between them. “Is that it?”

“The princess, Twilight Sparkle, has also… been resurrected, somehow. She fought the warriors left within the town.”

“They’re too late,” Chrysalis said dismissively. “Soon we will attack and this will all be decided.”

Ecdysis stood up. “But, my queen, we need to return now. The workers won’t last without our protection. The royal jelly… the eggs… We need to be there. I told you relocating the nest close to Ponyville would have this risk.”

“Forget them, Ecdysis,” she said with a twisted smile upon her face, never looking away from the castle. “They aren’t important.”

“But-”

“They aren’t important!” she said, turning to shout at him. “Don’t you see!? We’re so close to revenge!”

Ecdysis took a step back and bowed again. “Forgive me, my queen… But what is this victory if we have no people to share it with? What is the point of all of this if we lose the nest and the warriors? Why are-”

“I am the queen! I will decide what is important. Not you. Get back to your post, General.”

He remained where he was, quietly debating whether or not to say anything. Queen Chrysalis had been off lately… Saying and doing things upon rash impulses… She was bloodthirty in ways she had never been before… Making terrible decisions all in the name of this revenge…

“My queen,” Ecdysis muttered after a long pause. “Perhaps…”

Rarity jumped down from the branch of the tree and landed in front of Ecdysis with a blank gaze. Ecdysis couldn’t tell if she were angry or… something worse.

“Perhaps you should let one of the other warriors control Sombra. Perhaps draining him of his life forces has left you… tainted by the Nightmare Gem’s magic… You aren’t thinking clearly, my queen… You aren’t thinking like-”

Queen Chrysalis, in Rarity’s form, struck Ecdysis across the face with her front hoof, sending him to the ground. That unexpected jolt of pain left him momentarily rocked. His control over Discord flickered for but a moment and in that split second the God of Chaos moved to stand over Ecdysis, thinking him to be Fluttershy in danger.

Ecdysis was stunned. She had risked losing control of Discord simply because she was angered by that suggestion?

“Ecdysis,” Queen Chrysalis muttered slowly and with a bloodcurdling tone. “No one is to control the darkness but me. Do you understand? I am the queen and you are my subject. If anypony can be replaced it’s you. If I hear another suggestion like that again I’ll make sure you’re replaced. Do I make myself clear?”

Ecdysis nodded. He had never seen Chrysalis like this before… Without hesitating, he jumped up onto Discord’s back and ordered the god to fly back to their post. It was almost time… and he would remain loyal to the end. Even if it meant watching his people disappear all around him.

Attack on Canterlot

“And that’s how I got my cutie mark!”

“Really? That’s totally awesome!” Scootaloo shouted.

Apple Bloom nodded along. “I can’t believe you guys all got your cutie mark before me! I’m so super jealous!”

“Don’t worry,” Babs said, throwing an arm around her cousin. “We’re all still Cutie Mark Crusaders at heart. We’ll be with ya no matter how long it takes to get yer cutie mark.”

Sweetie Belle smiled as her friends gathered for a group hug. She had missed them so much… They hadn’t been separated long, but it felt like forever since she had seen them last. “You guys are the greatest,” she sniffled.

“Don’t go givin’ us the water-works! You’re gonna have me doing it too!” Babs laughed, wiping at her eyes.

Scootaloo joined in the laughing. Her cutie mark was a dark purple tire with a red streak behind it, kicking up dust. Sweetie Belle admired it for a moment. They were all growing up so fast! They would no longer need to go out and try so many new things because… they already found their special talent. A sudden feeling of listlessness came over her. I guess maybe I should have enjoyed the journey more…

Crash!

The Cutie Mark Crusaders turned their attention to the front door. What was going on outside? Scootaloo was first out, jumping into the street with a reckless leap. Apple Bloom and Babs also rushed out with steely determination. Sweetie Belle took a step back and glanced over to where the twins were sleeping. They had been fed, changed and played with… she could leave them alone for just a moment…

The instant Sweetie Belle stepped out into the street she knew what was wrong. The citizens of Ponyville had disregarded Twilight’s instructions and were now harassing the changelings. With brooms and boxes they waved the changelings from the town proper and began pushing them out to the Everfree Forest.

“C’mon, Cutie Mark Crusaders! We have to stop them!” Sweetie Belle took off running but she slowed to a halt when she realized Apple Bloom, Scootaloo and Babs weren’t following. “What’s wrong? We have to go help them!”

“I dunno, Sweetie Belle,” Babs said, puffing out air enough to move her bangs aside. “We’re so… young… compared to the ponies that want them outta town. And the changelings did attack us…”

Scootaloo nodded. “Yeah. They weren’t going to stop. Maybe we should just let them go.”

Apple Bloom suddenly held her head up. “No, you guys! If we’re going to be Cutie Mark Crusaders to the end then we need to act like it! If this means a lot to Sweetie Belle, we should help her!”

“Thanks, Apple Bloom,” Sweetie Belle responded. With her friend by her side, Sweetie Belle ran to stand between the townsfolk and the changelings. She didn’t know what she was going to say to sway their minds, but she was going to give it her all.

Much to Sweetie Belle’s surprise, some of the warrior changelings had woken. The townsfolk were moving the unconscious ones by dragging them and the workers had already fled to a safe distance.

“Wait!” Sweetie Belle shouted. “Leave them alone!”

The ponies dropped the unconscious warrior changelings and glared at her. “What’re you doing? This doesn’t concern you. Let the adults handle this.”

“We’re old enough,” Scootaloo hissed. “And we heard what Twilight said! Leave those changelings alone!”

“The fillies are right, you mustn’t shout! Twilight’s instructions were clear, there can be no doubt.”

Everypony turned to Zecora the zebra. She walked from the streets of Ponyville and took a place next to Sweetie Belle.

“Y-yeah! What Zecora said!” Apple Bloom added.

“Besides, these changelings weren’t the ones that decided to attack us!” Sweetie Belle tried to reason. “It was Queen Chrysalis! And it’s because they’re starving to death! Don’t you all understand? They’ll die! We have to help them!”

Filthy Rich stood up and pointed. “If I have to choose between them living or me living, I choose me!”

“It doesn’t need to be like that! If you force them away they will keep attacking us! Please, just be patient!”

Big Mac walked from the crowd and took his place by his sister’s side. He hesitantly nodded to them and took a firm stance. Zecora stepped forward, again trying to get their attention.

“Nothing good comes from being rash. The flames of war turn all to ash.”

Granny Smith and the rest of the apple family also crossed the metaphorical dividing line. The changelings they were protecting looked at them in wide-eyed shock. Sweetie Bell turned nodded. “Don’t worry. We’ll make sure nothing happens to you.”

“She really is our savior!” one changeling gasped.

“So wonderful!” another commented.

“We must protect her, not the other way around!”

“We shall stand by her side!”

The changelings too up positions with Sweetie Bell and her growing group. Although she was glad they were no longer afraid, Sweetie Belle was worried by how things were panning out. Everypony on either side was agitated and on the verge of fighting. The slightest of triggers could cause this to all go astray…

“We’re almost there, girls! Try to keep up!”

Rarity galloped as fast as she could. The darkness of her surroundings made it difficult for her to gauge her speed but she suspected she was traveling at a decent pace. Nopony could keep up with Rainbow Dash, however. She was way out in front, passed Twilight, Cootie and Fluttershy, practically breaking the sound barrier in her attempt to make it to the castle.

The ground beneath Rarity’s hooves began to rumble and shake. “Twilight!” she called out to the sky. “Something’s happening!”

Twilight glanced ahead and her eyes widened. “The castle…” she breathed.

Pushing herself to the limits, Rarity ran out from the cover of the trees and looked to the mountain face where Canterlot was mounted. To her horror she saw what Twilight had seen: the Ruin Worm, Queen Chrysalis, Discord and the changelings ruthlessly attacking the city.

The massive Ruin Worm, the size of a castle itself, was stretching from the ground level up to where Canterlot was perched. It had broken through the balconies and was making its way further up to the walls of the castle. Shadows were answering its command, breaking things and growing black crystals over everything they touched. Rarity could hear the screams of ponies even from her distance. Sombra!

Before Twilight even gave the word to attack, Rainbow Dash flew straight for the conflict and arched overhead. She was no alicorn, nor did she even have unicorn magic, but she did have one secret weapon unique to her. The Sonic Rainboom.

BOOM!

Breaking the barrier of light and color sent a wave of rainbow across the night, forcing the changelings in the air to the ground and the Ruin Worm to halt its ascent for fear of falling from the mountain face. With a rainbow still trailing behind her, Rainbow Dash curved back up in order to do it a second time.

Suddenly, Discord appeared, his gaze still vacant. He snapped his fingers and a pair of heavy lead weights materialized around Rainbow Dash’s legs, dragging her down to the city proper of Canterlot.

“Rainbow!” Twilight called out. In the blink of an eye she teleported herself inside Canterlot.

“C’mon, Rarity! We’ve no more time for lollygaggin’!” Apple Jack sped forward, leaving Rarity behind as though she always had the option to do so. Spike followed quickly behind her. Even Pinkie Pie bounded ahead, jumping instead of galloping like any normal earth pony. Rarity held her head low and clenched her teeth. She was tired but she wasn’t going to let that stop her.

Another tremor through the ground caught her attention. Rarity looked up and saw the Ruin Worm was bashing its way through the walls of the castle. With each strike more shadows came into existence. Rarity knew that the very sight of the worm destroying the castle was enough to send fear and panic through the citizens of Canterlot. Their mass hysteria was fueling the Nightmare Gem and giving it even more power than before…

Rarity finally made it to the bridge entrance of the city, her breath gone and her legs weak. Changelings were fighting off the castle guard and Discord was actively engaged in a duel with Twilight. Rarity stumbled forward. She needed to get to Queen Chrysalis and Sombra. If she could just show Sombra there was a possibility he was being manipulated… perhaps that would be enough to rip him out of his partial trance.

It was hard to avoid the changelings and the city guard, but she weaved through the fighting and actively kept to the shadows so as not to be seen from above. Running up the many stairways in the market district, Rarity found herself needing to rest, despite being in the midst of a battle. Apple Jack wasn’t far off. She bucked a changeling in the face, knocking it unconscious before running back to Rarity.

“What’re you doin’? Ya gotta get up!” Apple Jack offered her shoulder to Rarity. “Where we goin’?”

“Thank you…” Rarity huffed, taking Apple Jack’s shoulder. “To the castle.” They continued forward when Fluttershy swooped from the sky.

“Look out!” she said in a hushed tone. “There are changelings up ahead! This way! I know a path to the castle from the gardens!”

Apple Jack nodded and quickly began chasing after Fluttershy. They rounded the corner, avoiding a fallen castle guard who plummeted from a story up, and came to a destroyed section of the garden. The Ruin Worm had crashed through this area, completely taking a section of the balcony and leaving a river of water washing over the edge. Fluttershy led them through the wreckage, all the way to the broken edge and then pointed.

“Look up there! The door!”

Apple Jack turned to see what she was pointing out, but it was dark. She squinted and stared when, without warning, Fluttershy swooped from the sky and knocked Apple Jack over the edge, almost sending Rarity along with her.

“Ah!” Apple Jack hit a shattered ledge of the mountain with a groan. Rarity was left half hanging off the garden ledge staring down at her friend. Apple Jack must have fallen a good three stories!

“Apple Jack!” Rarity called down. “Apple Jack, are you okay!?”

Fluttershy smiled. “Maybe you should join her.” She swooped again, this time intent on knocking Rarity off when Rarity’s shadow suddenly flared to life. It slashed at Fluttershy, cutting her across the face. The yellow pegasus lost control from the sudden pain and slid across the ground, nearly tumbling off the edge herself.

Rarity pulled herself away from the edge and got her footing. “General Ecdysis,” she said knowingly.

Fluttershy shook her head and wiped away the blood on her muzzle. “I have orders to make sure you never get to Sombra. Even if it means my life.” The moment he was done speaking he charged forward, colliding straight into Rarity’s chest, winding her. They rolled on the ground, struggling, when Rarity’s shadow picked up Fluttershy and set her sailing into a nearby tree.

Cornered and confused, Rarity tried to use her magic to defend herself. She knew no shield spells or very powerful attacks… With her telekinesis she picked up a spear from a fallen guard and wielded it poorly.

Still disguised as Fluttershy, Ecdysis charged forward with a confident smile. Rarity thrust the spear but Fluttershy quickly parried and took it from her, literally ripping it from her magic and tossing it to the ground in one fluid motion. Fluttershy bucked Rarity against a wall of the castle, causing Rarity’s vision to momentarily go black. While she was on the ground her shadow lashed out again, cutting Fluttershy across one wing.

Fluttershy jumped back, picked up the spear and threw it. Rarity moved just in time to avoid being impaled. The spear hit the wall and sunk in into the stone. Fluttershy flew over to another spear while Rarity struggled to stand. There was no way she was going to be able to dodge these forever! Just one spear could end this once and for all!

As Fluttershy hefted the spear, a second Rarity entered the scene from a balcony above. “Ecdysis!” the second Rarity hissed. “Fool! Where have you been!? My moment of triumph awaits!”

Dropping the spear, Ecdysis took a step back. “M-my queen? Isn’t this… isn’t this what you asked of me?”

“And now I am telling you to do something differently! You will rejoin Discord and fight by his side! I don’t want to lose him!”

“But-”

“Those are my orders, Ecdysis!” the second Rarity yelled.

Wrecked by indecision, the fake Fluttershy hesitantly took a step back and bowed. Through clenched teeth Fluttershy replied, “Yes, my queen.” Jumping into the night sky, the yellow pegasus disappeared into the fighting that was happening above. Another rumble and tremor sent the hair on Rarity’s spine standing on end. This whole place was going to collapse and slide down the mountain if they didn’t do something. And fast.

“Chrysalis,” Rarity muttered as she got to her feet. This wasn’t how she wanted to confront the queen… she needed to show Sombra there were two of her. She had to show him something was wrong.

The second Rarity choked back a snort and then began uncontrollably laughing. “The look on your face! Priceless!” The green illusion vanished, revealing Cootie, the changeling warrior.

Rarity perked up, practically flooded by overwhelming happiness. “Cootie! You… You saved me! That was ingenious, my darling! Simply ingenious!” She hugged the changeling and then pulled him to the edge of the shattered garden area. “Please, fly down and save Apple Jack! She needs your help!”

Cootie nodded and then transformed into the form of Twilight. Flying down to the ledge, he was about to rescue the injured Apple Jack when General Ecdysis suddenly flew down from overhead, surprising them all.

He crashed into Apple Jack and Cootie, breaking Cootie’s illusion and nearly sending Apple Jack plummeting to the valley floor. “You think I would be fooled that easily!?” Fluttershy hissed in a voice not her own. “You’re as good as dead, traitor!”

Ecdysis turned to finish Rarity before handling Cootie, but Apple Jack wasted no time. She got up, ran over and bucked the general, sending him into the mountain and cracking it. She was strong. Far stronger than any changeling.

“Run!” Apple Jack called up to Rarity. “Do what you gotta do!”

Rarity hesitated. Leaving her friends… she hated doing it… But at the same time she had a duty to do. She knew she could turn the tidies of this war if only Sombra would see. “Don’t die!” she yelled down to them. She turned on her hoof and ran for the castle, determined to do this as quickly as possible.

The sky above her was filled with the stars and the moon and alight with magic from four different powerful sources. Yellow, green, dark blue and purple beams of magic were sailing upward with the speed and intensity to make it a proper rave party. The rumbling and chaotic noises were getting louder. Rarity knew she was close!

Once inside the castle, Rarity made a run for the throne room. It was one of the highest points in the castle and it had several stained glass windows. Rarity was sure to see everything from there and perhaps even get the Ruin Worm’s attention.

The castle was empty. The guards were outside, busy fighting the threat. It looked as though they had prepared for the battle; the armory was empty and fortifications had been built around the smaller doorways. When Rarity finally made it to the throne room she was gasping for breath and her legs were on fire. Just… have… to keep… going…

She ran to the furthest window and used her magic to shatter it open. It was a shame because she had liked that window… It had been the picture of the world with the sun’s rays touching down upon the surface. Beautiful in its simplicity. No time for that now, Rarity! she scolded herself. Focus!

To her relief, she saw the Ruin Worm and Queen Chrysalis. They were so very close to the throne room… Rarity could spit on them. Shaken with fear and uncertainty, Rarity pulled herself up onto the window sill and held onto the wall. Her legs were shaking and when she glanced down she saw the window hung out past the city. If she were to fall, it was a drop all the way to the valley floor. Fifty stories down, at least.

The Ruin Worm was in the city now, having climbed up the mountain. It was destroying everything and eating anything that came within its mouth’s range. Queen Chrysalis, still disguised as Rarity, watched from her black crystal throne on the back of the beast, smiling. When Luna came in to continue fighting, shadows from the ground stretched up and wrapped around her, covering her body in tiny black crystals. She fell from the sky, crashing into a small house, unceremoniously breaking through the walls.

“Sombra!” Rarity called out into the night, her voice being taken by wind. “Sombra! I came back! I’m here!”

At first she didn’t think anypony could hear her… but then the Ruin Worm stopped its assault. Very slowly it turned its head toward the castle, the Nightmare Gem acting as its “eye”. The creature stared up at the window, seeing Rarity.

And for a brief second it seemed as though all was silent.

“Sombra,” Rarity whispered to him. “I’m here.”

Land of Nightmares

If others were still fighting, Rarity didn’t know nor care. She stared up at the colossal monstrosity in front of her, conveying as much emotion through her gaze as possible. In the short second where everything was still and her vision a tunnel focused solely on the Nightmare Gem, Rarity thought she had reached him.

Then came a low rumble; a dark, terrible growling that originated from the very core of the Ruin Worm. The Nightmare Gem, already a dark blood red, suddenly became darker, turning a shade of reddish-black. Everything began to shake, including the castle, and the shadows that were once fighting the ponies began to twist and warp about as if in agony.

“S-Sombra, no- you don’t understand,” Queen Chrysalis said, still in the form of Rarity. “That’s a changeling! She’s trying to trick you! Everything is going according to plan!”

The Ruin Worm rose up slightly and screeched at ear-shattering levels. Everypony in the nearby radius had to shield their ears or risk losing their hearing. Rarity, unable to balance on the window sill and cover her ears, fell back into the castle with her hooves wrapped around her head.

When she looked up she was surprised to see the shadows in the room spreading over everything, muting colors and reducing visibility. When the shadows crept over Rarity she felt a powerful sense of hate along with them. A deep-seated hate that coursed through the darkness… Perhaps it was hate for being manipulated, perhaps it was hate from being left alone for so long… perhaps it was hate for not seeing the truth of the matter… Rarity didn’t know. All she knew was that it was Sombra’s hate she was feeling. And it was fueling the terrible power of the Nightmare Gem.

“Sombra!” she tried to call to him from within the throne room. He was going to lose himself to the Nightmare Gem if he allowed his hate to grow. “Sombra! Please calm down! You’ll only make it worse-”

KA-BOOM! CRASH!

The very end of the throne room exploded downward as the tail of the Ruin Worm smashed away the every end of the castle. The throne, the wall behind the throne, and another stained glass window went sailing down to the bottom of the valley, leaving a huge gaping hole in their place. Wind rushed inside and Rarity could see the Ruin Worm thrashing uncontrollably.

Queen Chrysalis managed to jump from the creature to the shattered throne room, landing heavily and then rolling into a standing position. She turned her gaze straight to Rarity and glared. “What. Have. You. Done.”

Rarity attempted to stand but the changeling queen was too fast. Chrysalis impaled Rarity in the shoulder with her unicorn horn and then threw her to the ground. Rarity’s soft white coat was stained crimson along her front left leg, but she didn’t immediately feel the pain. Adrenaline took care of that.

Rarity’s shadow, not fast enough to stop the queen from getting to her, lashed out, attempting to harm Chrysalis. With a burst of powerful magic, Chrysalis destroyed the shadow, shattering it into the magical fragments before it wasted away into incorporeal dust. Chrysalis advanced on Rarity again, but this time Rarity was ready. She used her telekinesis to bring the shattered remains of the stained glass window over in a hail of deadly projectile objects.

Chrysalis easily stepped out of the way and allowed the glass to the shatter against the nearby wall. Her gaze never left Rarity.

“Foolish child,” Chrysalis hissed in her odd two-tone voice. “What were you planning!? Your presence here will ruin everything!” She lunged for Rarity. Frightened, and unable to stand in time, Rarity closed her eyes and braced herself. Chrysalis threw her onto the ground with a powerful shove. Planting her hooves on Rarity’s chest, pinning her to the floor, Chrysalis stood over her.

“What did you think would happen?” Chrysalis repeated in a dark voice.

Rarity gulped down air and tried to think. Her gaze slowly shifted to the shadows in the room. They were… turning into monsters! She was watching them form into twisted nightmare creatures with barely any form, just shadowy bodies with no faces! Dragons, chimaeras, wolves… every nightmare possible! Even the colors had left... drained from the room and the once beautiful windows.

“W-what’s happening?” Rarity said, though it was hard to breathe with the changeling resting heavily on her lungs.

“The Nightmare Gem! It feeds on hate, you stupid pony! How can you not have seen!? Was this what you planned all along!? Revealing the treachery has only enraged him!”

It had never occurred to Rarity that Sombra would lose himself to the Nightmare Gem entirely. She thought… she thought Sombra would turn on Chrysalis and that he would fight for her, not become a destructive force on his own! Rarity found it hard to think with her lack of air. The shadow monsters were drawing closer now… encircling Chrysalis and Rarity.

Right before the shades attacked, a bolt of chaotic energy washed over the room. The magic dispelled the beasts, but only for a short time. Moments after they were destroyed the shadows began to form again. Black crystals were now lining the edges of the room…

Rarity turned and saw Discord and Fluttershy fly into the throne room. From the vacant look in Discord’s eyes she knew this to be General Ecdysis.

“My queen!” Ecdysis called out, running to Chrysalis’s side. “Sombra has been attacking our changeling forces! Call him off! I beg you!” Even in his Fluttershy illusion he looked pained and broken. Rarity wasn’t sure where Apple Jack was, but she was certain Apple Jack gave him his fair share of bruises. Please let her be safe.

“The Nightmare Gem controls Sombra now, thanks to this mare! He knows he was being manipulated! His angry, fear and hate drove him to this! We’ll kill this one and try to salvage what we can- tell the warriors to focus on fighting Celestia!”

Ecdysis shook his head. “My queen, you can’t kill this one or else you’ll never be able to control Sombra again! And the warriors cannot face Celestia! She would destroy them in an instant!”

Chrysalis hissed in disgust but didn’t disagree. Rarity remembered what the changelings workers had said about impersonating dead ponies… changelings couldn’t feed on their love then.

“Hhiiisss…”

A twisted shadow creature suddenly slashed at Ecdysis, cutting him on his flank. Chrysalis lazily turned and destroyed the shadows in the room with her powerful magic, but Ecdysis now had black crystals sprouting up on his body. Wherever the crystals sprouted his illusion faded, and they continued to spread throughout his body.

Falling to the floor, Ecdysis writhed in agony. “My q-queen… Make it stop…” He was rasping his words and Chrysalis looked at him in annoyance. With a tiny portion of her magic she stopped the growth of the crystals but did not remove them. He was no longer in pain, but his back leg couldn’t move and his illusion had been dropped.

CRASH!

The entire castle shook and another ear-shattering screech filled the air. As Rarity struggled to breathe she realized nothing looked as it did before. Everything was black and white, the castle was covered in black crystals and now cracks were forming in all the walls. It was a nightmare world all around her… the power of the Nightmare Gem at work…

“Enough!”

Rarity turned and saw Twilight Sparkle and Celestia fly through the gaping hole on the throne room. Although all color had drained, Rarity could still visualize Celestia’s glowing radiance and Twilight’s lavender coat. She was glad they made it.

“Ecdysis, order your beast on them.”

Although barely able to move, Ecdysis motioned with his arm. Discord immediately flew into action, attacking Celestia first. Twilight and Celestia were ready, both combining their magic to create a field of magic that slowed everything down but them. Discord slowly came at them, but they moved away from him and quickly went for Ecdysis. With one powerful blast of magic, Twilight rendered the weakened general unconscious. Discord suddenly went limp, still caught in the slowing spell.

“Surrender, Chrysalis!” Celestia demanded. “Command Sombra to stop and-”

The Ruin Worm suddenly destroyed another chunk of the throne room, this time collapsing another wall. Debris flew through the air, covering everypony and everything. Chrysalis took this unexpected distraction to leap off Rarity and use her super-charged magic on Celestia. In one debilitating blow, she hit the white alicorn in the chest and caused her to seize up in pain. Celestia fell to the floor, stunned and unable to breathe correctly.

“No!” Twilight gasped, ready with her own spell. It hit Chrysalis and stunned her for a moment, but it wasn’t nearly enough.

The changeling queen began laughing manically. “Don’t you understand!? I’m god-like! I’ve fed on enough of Sombra’s love to rival Celestia! You’re nothing to me! And once I’ve taken care of you, I’ll find a way to gain control of Sombra again and then rule all of Equestia! Nay, not all Equestria- the world! Me and changelings! Forever!”

The Ruin Worm finally burst through the wall, its massive head slithering into the room, bringing with it the smell of death and rotting carcasses. Rarity stood up and glanced out the shattered wall. Canterlot was in ruins. The citizens had fled or were dead. The supports to the city were crumbling. The colors were gone and the monsters of nightmares and shadows were feeding on the bodies left behind. Were these the nightmares trapped in the dark magic that Sombra had to suffer through? Were these the beasts that ate fear and hatred? The very shadows themselves?

With Luna incapacitated, Celestia on the verge of collapse and Twilight unable to damage Chrysalis… what were they do to do about Sombra? His hate had to be quelled or else this darkness might consume everyone- not just him.

Twilight flew in front of the Ruin Worm. “Sombra! I command you to- erp!” A powerful shadow tendril launched her from the throne room, leaving behind a trail of purple feathers. The Ruin Worm crawled further inside, slanting the floor with its weight and pulling down the whole room. General Ecdysis slid toward the hole in the wall where the throne had once been, unable to stop himself. He was too weak to fly.

“Ch-Chrysalis,” he gasped. She ignored him. He tumbled out of the room with quick inhale of shock.

With shadows pouring from its very pores, the Ruin Worm turned its attention to Rarity and Chrysalis. Queen Chrysalis immediately stepped forward. “Sombra! It’s me! I’ve come to be with you!”

Rarity, barely able to walk, limped closer to the Ruin Worm. “No! Don’t listen to her! It’s Chrysalis! The changeling queen!”

“I would never lie to you!”

“Please! See that it’s me!”

The more they pleaded with him, the more powerful the shadows became. He was confused, frightened, angry… everything the Nightmare Gem needed to consume him and drive him toward evil. Rarity had to try something different! This would never work! She needed some way to prove she was the real Rarity before Sombra would give her a chance!

“I… I know about your brother and your s-sister!” Rarity grasped for anything. “I know why you lost your cutie mark that night in the snow! How you found the Nightmare Gem in the first place!”

“She’s a trickster!” Chrysalis insisted. “I know about the arctic timberwolves as well! Changelings can feed on your thoughts! Don’t listen to her! She’s only trying to confuse you!”

No! Rarity forcefully closed her eyes and tried to think. There was nothing she could say if Chrysalis knew his thoughts! She could parrot anything Rarity said... Rarity opened her eyes and felt the floor tilt just a little further. The Ruin Worm was waiting, as though debating on what it should do. Rarity was ready to take that decision into her own hooves.

Without warning, Rarity summoned the last of her strength to leap at Chrysalis. She hit the changeling hard enough to send them through the hole in the wall, right passed the Ruin Worm. Together they went, over the edge, plummeting to the valley below.

Chrysalis stared at her with wide-eyed disbelief as they began their quick descent. In that fraction of a second she realized Rarity’s plan and her expression turned to pure maddening rage.

Chrysalis had two options. She could transform, allowing her to fly and save herself, but in return, revealing her true nature to Sombra. Or… they could both fall to the ground, wherein Rarity would die and Chrysalis would most likely live, but it would sever Chrysalis’s power with Sombra and ultimately leave her to the mercy of the enraged Ruin Worm.

Everything was happening in slow motion for Rarity. She saw the Ruin Worm turn to watch them fall, its dark reddish black “eye” never breaking line of sight. She saw Chrysalis fighting the battle within herself to make a decision. And she also saw the ground coming up fast, as though she were playing an especially deadly game of chicken, one in which she didn’t have the option to swerve.

But… this was it. Her final gambit. Her trump card. Once, a few years ago, Sombra had been willing to give up everything to protect her. Even his life. Now… she was ready to return that favor.

Moments before the landing, Chrysalis dropped her illusion form and took flight, saving herself and watching as Rarity continued downward. There were only seconds to spare, but that was all Sombra needed. The shadows at the valley floor flooded in like land-dwelling clouds and caught Rarity before she shattered against the earth.

The Ruin Worm coiled off the wreckage of the castle and slithered its way down the mountain, not bothering to heed any structure or creature in its way. It was coming for Rarity and she waited with bated breath.

Prison within the Gem

The floor of the valley trembled with the new weight of the Ruin Worm. It slithered through the trees, toppling them over, and eventually coiled around Rarity. She would say she was now trapped if it weren’t for the fact that she couldn’t move very far even if she wanted to. The puncture wound in her front leg was now throbbing with pain and she had slight vertigo from the fall.

“Sombra…” she whispered to him.

The creature looked at her with the Nightmare Gem and leaned closer, stopping only inches from her body. Rarity could feel the hot, foul, moist breath of the creature washing through her white coat. She didn’t know if Sombra could speak, so she decided she would do all the talking.

“Sombra, I’m so sorry. I should have been there for you. I should have…” Rarity shook her head and started again. “I can’t change the past… but I can be here for you now. If… if you can’t forgive me… I understand.” She leaned forward and nuzzled the black flesh of the Ruin Worm. It didn’t matter what form Sombra took. She would be there for him.

“Ingrates! You can’t outsmart me! You think you’ve won!? I refuse to lose a second time!”

Chrysalis was buzzing through the sky, her magic power at its peak. With a blast of raw dark green magic, a rare speck of color in the black and white void, she struck the base of the Canterlot Castle, shattering the last supports. Already on the verge of falling, the castle immediately began its downward descent, sliding along the mountain face and threatening to crush Rarity and the Ruin Worm beneath its stone weight.

The shadows of the valley floor arched upward in one long stream, like a black sun flare, and grabbed Chrysalis by her hole-ridden hoof. The shadows pulled her downward and the closer she got the more shadows arched upward to grab her. With every blast of magic she destroyed a stream of shadows but two more were ready to take its place. They pulled her to the ground, right in path of the incoming wreckage.

Rarity turned to Sombra. He knew the bodies of the Ruin Worms could be harmed, especially by the unforgiving firmness of stone and rock, yet he didn’t move. Instead, the body of the Ruin Worm curled tightly around Rarity, sealing her within a protective bubble of its flesh. Even protected, she felt the impact of the castle.

She held her breath as the world around her shook and rumbled. Rarity almost ran out of breath before the rumbling ceased. When everything was still, she thought maybe it was all over, but then the body of the Ruin Worm began to stir. It strained, lifting upward, taking the weight of the rubble on its back and pushing it out of the way. With the aid of wisp-like shadows, it burst out of the ruins and created a hole out of the rubble.

The Ruin Worm, half its body still crushed beneath the castle, fell heavily to the ground and rolled to its side. Rarity struggled to pull herself out of the hole, taking twice as long as it would normally take to climb out of such a pit. She stumbled down the castle wreckage and hesitantly wobbled once she got her hooves back to the valley floor.

Dust was settling over everything, including the treetops. Even through the dust, Rarity could see that the colors had returned and the feeling of hate had dissipated. She turned back to Sombra and realized that his Ruin Worm body was bleeding out across the valley, coating the plants and dirt in crimson. Had he intentionally stayed so that he would be slain? Rarity didn’t know. She limped closer to him and sat next to the Nightmare Gem.

As she rested against his massive body, she could hear his breath drawing to a close. It was like his death all over again… Rarity could hardly stand it. She turned her attention to the dark magic gem itself and reached out toward it. When her hoof got close she could feel the malevolent force deep within… but she could also sense something else. She touched the gem and closed her eyes. It was attempting to draw her in, and she could feel it trying to tempt her with power.

If Rarity accepted the pull of the gem she could tap into its power and maybe even something more… If she denied the pull of the gem she would remain separated. She didn’t want power. Nothing the gem could offer enticed her, but… if she were going to help Sombra, she had to do something. Rarity accepted the pull of the Nightmare Gem.

When she opened her eyes once more, Rarity found herself in a place of darkness. She knew immediately this was a place in the mind’s eye. Her body was still resting on the valley floor next to the castle wreckage, but her essence, her spirit, her soul, was here within the Nightmare Gem.

Shadows immediately swarmed toward her, but Rarity had the presence of mind to fight them off. With the strength of her will she used “magic” to rid the surrounding void of the shadows. “Stay away from me!” she called out. Her voice echoed.

With the shadows skulking away, Rarity could see a black fortress built within this darkness. She moved toward it, not by walking, but by willing herself close, and immediately recognized the architecture style of the Crystal Empire. “Sombra…”

Rarity touched the outside of the fortress and slid through the walls, her consciousness landing on the floor. It was here that she found Sombra, in his unicorn form, resting at the far back of the shadowy room. Everything here so vague and amorphous, but this she was certain of. Rarity went to him, her happiness and love dispelling the shadows.

“Sombra!”

He looked up, his red eyes piercing the very darkness to gaze upon her. “Rarity…” he spoke with a rusty voice. “Tsk. Another dream.”

She galloped straight into his chest and wrapped herself around him. She had done it! She had finally reached him! “I’m here,” she whispered to him, trying not to cry. “It’s really me.”

Sombra returned her embrace, realizing what she said was true. “Rarity! How- but-” He suddenly pushed her away and distanced himself. “You can’t be here. Leave this place before it’s too late.”

“Sombra… I came all this way to save you. Let me try.”

“You can’t save me,” he said solemnly, turning his gaze to the blackness of the fortress. “Rarity, listen to me. Once I’ve… died… take the Nightmare Gem and lock it away. Lock it with magic and hide it. Even better; bury it. Do whatever it takes to keep it hidden. I’m a danger to everypony and everything around me.”

“But…” Rarity began. “But I just managed to find you again! You can’t possibly be serious, this must be a jest!”

He turned to her with a hard stare. “Am I the joking type?”

“Well… I’m not going to do it,” Rarity stated defiantly.

“If you don’t leave soon you’ll never be able to. This gem is a trap, meant to lock souls away in their nightmares. Is that what you want? To be trapped here?”

“I want to be with you,” she confidently stated. “If that means being trapped here, then so be it.”

Sombra scoffed and turned away. “Listen, seamstress… I made a poor decision when I found the Nightmare Gem and now I’ll have to pay for it for all eternity. There’s no reason you need to suffer as well. I know your feelings for me. You don’t need to demonstrate any further. Save yourself. Forget me.”

Rarity rushed into him a second time, this time embracing him with a tight squeeze so as not to be pushed away. “We can do this together, Sombra. I’m not just going to get trapped here. I’m going to stay here until we can find a way to break this curse. Together.”

“Rarity… I…”

“Love and hope,” Rarity cut him off. “Love and hope keep the darkness at bay, isn’t that right?”

Sombra said nothing.

“How could you possibly expect to find those emotions when you’ve walled yourself up in a fortress of the mind, waiting for the shadows to slowly consume you? I’m going to stay here with you, Sombra. I’m going to bring you the love and hope you’ve never had.”

For a moment he remained quiet. “There’s always a chance I’ll slip,” he said under his breath. “And if you’re here with me… there’s a chance you could lose yourself to the darkness as well.”

“Not if we have each other.”

Rarity could feel the pressure of the darkness all around her. This was the moment; she could leave now or forever be trapped. She closed her eyes and leaned into Sombra. She was going to stay.

“Every time my body is destroyed and resurrected I grow weaker. More of me is replaced with the Nightmare Gem,” Sombra whispered. “What if I can’t protect you? What if it’s already too late?”

“I thought I was too late once,” Rarity said, recalling his death. “I’m not making that mistake twice.”

`Rarity awoke next to the body of the Ruin Worm. She shuddered and looked around. How long had she been out? Her chest tightened and for a moment she had to take deep breaths. Something was… wrong. There was a dark presence hanging over her thoughts and heart. Nightmarish thoughts…

It was the influence of the Nightmare Gem.

She turned and saw it resting in the head of the Ruin Worm. Rarity took it from the corpse and held it close. The last time she held this gem she had used her magic to resurrect Sombra. She would have done that again, if she hadn’t felt so… odd.

Pulling herself to her hooves, Rarity kept the gem close. She would ask Twilight to look at it. Twilight would be able to resurrect Sombra. She would know what to do.

Crunch.

Startled, Rarity looked up. In the dark haze she saw a figure limping through the fallen and broken trees. It took Rarity a moment but then she realized who it was. The changeling race, covered in their chitinous plating, could withstand falls from nearly any height. How General Ecdysis managed to avoid the crumbling of the Canterlot Castle, on the other hoof, was a mystery to Rarity. Perhaps he was cunning or just plain lucky.

The changeling turned to her. He was coated in dark green ichor and his back leg was still covered in black crystals. He hissed weakly in her direction and held something close to his body, much like how Rarity was holding the Nightmare Gem.

“Ecdysis,” Rarity said to him. “It doesn’t have to be like this. I want to help you. I think I have a way to-”

“Silence,” he breathed. “You know not of what you speak. You cannot help me.”

“Maybe the ponies and the changelings could live together. There is a castle near Ponyville… It was abandoned.”

“There will be no more changeling race!” Ecdysis hunched over the object he was gently carrying. “It’s over now… I failed…”

Rarity took a step closer and squinted. In his hole-covered hoof he held a dark green spherical egg. It wiggled with life. “Is that…?” Rarity whispered.

Ecdysis hissed at her again. “Don’t you see!? Without a queen… We’ll surely perish. All you offer is a coffin for my people. A coffin.”

“Are there no other queens? Can’t one of you become the next queen?”

“Ignorant ponies,” Ecdysis laughed. “I have with me the very last one… But now she’s dying. Like the rest of our race.”

Rarity took yet another step closer and stared. The egg looked alive but… now that she was closer she saw. It was cracked. Something had damaged it. If it was on Chrysalis at the time of the crash… it was a miracle it was even intact.

“Ecdysis… Is there nothing I can do?”

“Can you ponies fix the atrocities you’ve done? I think not.”

Rarity turned and looked around. It was her, the changeling, and the corpse of the Ruin Worm. That was it. If only Sweetie Belle were here, Rarity thought. Her healing voice would be amazing right now… She turned back to Ecdysis and the egg. She desperately wanted to do something… Something to make this right. She told the changelings she would help and now she couldn’t give up half way. But what magic did she have? Is wasn’t like-

“Wait,” Rarity breathed aloud. “I… I can try…”

She closed her eyes and tapped into the Nightmare Gem. She had never used dark magic before, but she knew its power, though evil, was often times boundless. Could the gem be used to fuel healing magic? There was a chance everything would go poorly, but then again, if nothing was done the egg was sure to die.

When she opened her eyes again, Rarity’s sclera were green. With dark magic she attempted to reach out and touch the egg… touch it and heal it. A shadow tendril slid across the smooth, slimy surface and quickly seeped into the premature being. Rarity watched as the crack mended itself, but it wasn’t without a cost.

She fell to the ground, weakened. Had the gem taken a piece of her to supply the healing? It felt that way…

General Ecdysis stared at the egg in wide-eyed disbelief. “You… healed it…”

Rarity couldn't answer. She was too busy catching her breath. Ecdysis backed away.

“I should kill you know,” he said in a hushed breath. “For everything your kind has done… But not today.” He turned to flee into the woods, but he stopped just short of the darkness. “I will kill you. Mark my words. Chrysalis’s daughter will know your name as a synonym for fiend and… I will never forget.” With that, he left.

After everything Rarity had seen this night, she was surprised by Ecdysis’s loyalty to his queen. It was beyond measure.

“Let there be light!” a voice echoed across the valley.

Suddenly, the sun rose to the sky, dispelling any and all shadows that remained after the fight. Rarity gazed upon the orb in wonder, shielding her eyes from the direct line of rays as she saw the silhouette of Celestia cross the sky. Another silhouette caught Rarity’s attention as she stared. Twilight Sparkle. The Princess of Friendship.

“Rarity!” she called out. “Thank goodness you’re safe!”

“Twilight… You need to help Sombra,” was the first thing Rarity could think of. “Please! Here’s the gem! Resurrect him!”

Twilight landed and quickly trotted over to Rarity. She took the gem and rolled it around her hoof. “Rarity… Are you sure about this? Sombra attacked Canterlot. He might be-”

“I’m sure,” Rarity snapped, pushing the gem closer to Twilight.

Hesitant, Twilight looked at the gem and nodded. “I will do this, Rarity… but it won’t be easy for him.”

“I know.”

“After he returns, you will have to guard him. I need to go. Apparently fighting has broken out in Ponyville and I will need to take care it. You can handle being alone with him?”

Rarity nodded. “I was before and I am now.”

Twilight smiled. “Thanks, Rarity. Rest here while you can. I’ll come get you once everything in Ponyville is taken care of.”

Divided

“Sweetie Belle, do not fret. We haven’t lost, at least, not yet.”

“Does she rhyme every single time?” Bads asked under her breath, motioning to Zecora when the zebra wasn’t looking.

Sweetie Belle nodded. “Yeah. Don’t worry. You’ll get used to it.”

“It’s just… weird.”

Zecora’s hut was overrun with changelings and ponies. It was hard to move around, especially when Sweetie Belle needed silence to think. She pushed her way through the crowd in order to go outside, but as she went the changelings followed her with their eyes.

“Where are you going?” one asked.

“Stay with the nest,” another commented.

“We don’t want to lose you.”

“You may get hurt if you go outside.”

“I’ll be fine,” Sweetie Belle groaned. She got to the front door and pushed it open, stepping out into the Everfree Forest. The sun was high in the sky. It was noon. “Arg… Where is Twilight? I must have sent her word hours ago… I thought she would teleport and be here by now…”

The citizens of Ponyville, spearhead by Filthy Rich, chased the changelings to the edge of the woods before they started throwing things. At first they threw harmless things, but after a while the citizens had thrown objects that were on fire, attempting to burn a portion of the trees with them in it. Sweetie Belle thought that had gone too far. Zecora had offered her hut as a safe haven until Twilight had arrived but… Where was the Princess of Friend anyway?

Buzz. Buzz.

Sweetie Belle turned her attention to the sky. Two changeling warriors flew in and landed next to her, their bug-like eyes an odd sight. She nodded to them and cracked half a smile. “Um, have the ponies of Ponyville given up? Are they going to leave us alone?”

“I’m afraid not, Duchess,” the first changeling warrior replied with a bow of his head.

The second one bowed as well. “But they refuse to enter the woods. We can taste their fear.”

Sweetie Belle nervously laughed. All the changelings had begun calling her duchess out of nowhere. She didn’t understand and, no matter how many times she told them to stop, they ignored her. “O-okay… Thank you.”

“What shall we do now?”

“Um… Why not, uh, patrol… the area?”

“As you command, Duchess.”

The two warriors took to the sky. Sweetie Belle watched them go with mild disbelief. She wasn’t any good at this sort of thing! Her cutie mark had been in signing! Singing! It wasn't something about military strategy or fighting or… changelings…

Snap.

Sweetie Belle turned around and jumped back in fright. Twilight Sparkle was standing only a few feet away from her. “T-Twilight,” Sweetie Belle gasped. “I didn’t hear you fly in…”

Twilight narrowed her eyes. She was gently holding something close to her chest, but Sweetie Belle couldn’t see what it was. “What’s going on?” Twilight asked in a harsh tone.

“Um… the citizens attacked the changelings, even though-”

“Of course they did,” Twilight curtly interrupted her. “Did they destroy the nest?”

“The nest? Er… No. I don’t think any of them have gone back to the gorge…”

“Where are the changelings now? Did they retreat there like they were order- er, like they most likely would do?”

Sweetie Belle shook her head. “No. Most of them are here. Some of them are in Zecora’s hut, some are out behind the hut and a few of the warriors are patrolling the surrounding area.”

Twilight looked both taken aback and disgusted. “What? Why would they do that?”

“We’re protecting them,” Sweetie Belle said with a smile, trying to lighten Twilight’s mood. She was never this angry. “Like you ordered, remember? I’m sorry I couldn’t stop some of the people from attacking… They think the changelings will eat them.”

“You’re… protecting them?” Twilight asked with a hint of disbelief.

“Y-yeah. Of course. Just like you said.”

“Yes. Of course…”

“Maybe now that you’re here they’ll stop calling me duchess,” Sweetie Belle joked. “It’s starting to get weird.”

Twilight tensed. “What… did you say?”

“Er… The changelings call me-”

“Why?” she interjected.

“Oh, I dunno,” Sweetie Belle shuffled her hooves against the dirt. Twilight was looking at her with such an… intense stare… While trying to think of the right words, Sweetie Belle noticed Twilight was limping. Her back leg just wouldn’t move properly. “Are you okay?” Sweetie Belle asked.

“I’m fine. Continue with your explanation.”

The door to Zecora’s hut opened and Scootaloo fell out, having barely squeezed her way through the crowd. One look at Twilight and a smile was on her face. “Hey! Princess Twilight Sparkle! I knew you would make it! I’m so glad you’re here!”

Twilight turned to the face the pegasus with an annoyed glare. “I was in the middle of an important-”

“Is that an egg?” Scootaloo immediately gasped. She ran over to get a better looked at what Twilight had in her hoof, but Twilight quickly pulled back and protected it with her wings. “Can I see?” Scootaloo asked.

“No,” Twilight hissed. “Step back!”

Scootaloo’s ears went down and she tucked her tail between her legs. “I’m sorry, Twilight. I didn’t mean to-”

“Enough of this. Where are the changelings? I must speak with them.” Twilight pushed her way passed Scootaloo and turned to Sweetie Belle for the answer.

“Um, like I said… Most of them are out in the forest, but some are in Zecora’s-”

Without waiting for Sweetie Belle to finish, Twilight began limping off into the woods. When there was enough room between the trees, she began flying. Sweetie Belle watched her go. That was odd, she thought. I hope I didn’t do anything to upset her.

“Do you think Twilight is angry with me?” Scootaloo asked once she was sure the princess was gone. “I mean, I know I’ve broken some of her library stuff in the past but I would have been really careful with an egg.”

“I dunno… Maybe she’s just stressed. Maybe there was a lot of fighting.”

“Maybe.”

“So… uh… Do you think the town will be angry with us after this?”

“Probably,” Sweetie Belle lamented.

“Do you think Rainbow Dash will be angry with us?”

“Probably not.”

Scootaloo let out a sigh of relief. “Well, that’s good enough for me.”

Without warning, Twilight Sparkle landed in the clearing outside of the Zecora’s hut. She was covered in dirt and patches of her fur were stained with the blood, but otherwise she looked calm and collected. Rainbow Dash landed next to her, carrying Spike, and Fluttershy and Discord arrived as well. Last, but not least, was Cootie.

“Twilight!” Sweetie Belle gasped. “You’re back already?”

“I’m sorry it took me so long to get here,” Twilight immediately commented. “I had to find everypony and make sure they were okay first. These were the only ponies capable of making the trip back with me. I would have been here sooner but I didn’t have the strength to teleport.”

Sweetie Belle lifted an eyebrow in confusion. “Weren’t you going to talk to the changelings?”

Before anyone could answer, Spike slid off Rainbow Dash’s back and nearly puked. He was almost too large to be carried and it looked as though he had been hanging on for dear life. “Eh… Remember when we would just summon rainbow powers and defeat our enemies that way? I miss that. Those were the good ’ol days.”

“Duchess! Duchess!”

Everypony turned and saw a warrior changeling rushing toward them. He was in a state of panic.

“Duchess!” the changeling yelled again. “It was General Ecdysis! He came to take us away, Duchess! He has the last queen with him and he wants to start a new nest!”

Twilight looked around in a state of confusion. “Who is this duchess?”

Sweetie Belle blushed and looked away. “Er… That would be me… I just told you that...”

“What should we do, Duchess? Half the warriors and workers that heard him decided to go with!”

“Um…”

“Let them go,” Twilight firmly stated. “If the changelings wish to leave we should let them leave. You aren’t our prisoners.”

The changeling didn’t even bother to address Twilight when he spoke. “Changelings never leave the nest. If they go, we will be divided… A bad omen, that is… A queen holds the nest together no matter what.”

“Twilight is right,” Sweetie Belle replied. “I don’t want to force them. If you guys want to go make a new nest that’s fine.”

Cootie ran forward and stood next to Sweetie Belle. “Doesn’t Ecdysis know of this filly’s powers? She's a good omen! Like the queens from the old and ancient stories… I say we stay with her!”

The other warrior changeling nodded. “I agree. We will stay and serve the duchess.”

“Wait,” Sweetie Belle said, holding up a hoof. “Nopony said you had to serve me. I’m all right. You can just life your lives. I don’t want to tell you what to do.”

“It’s decided,” Cootie said, ignoring Sweetie Belle’s protests.

Sweetie Belle turned to Twilight. “What about the ponies in town?”

“You leave those ponies to me,” Discord answered before Twilight could. He stroked his goatee and laughed. “I grantee they’ll be begging for the changelings to stay once I’m done with them.”

The sun was on its way down. Rarity watched the shade from the nearby trees slowly move across the ground as the time passed by. She had been resting here since morning and soon night would be upon her. She was tired and hungry, but that all could wait. Rarity snuggled closer to the stallion that was resting next to her. She would wait till he was strong enough to move.

“What are you thinking about?” Sombra asked.

“Just thinking about what we’re going to do when we get back to Ponyville,” Rarity answered truthfully. “My boutique is small. It was perfect for one pony, but now I think we’ll need a large place. Twilight continually begs me to take a wing of her castle… Perhaps that would be for the best.”

Sombra took a deep breath and relaxed. Just like when he was resurrected before, he needed time to gather his strength. His dark gray coat was shiny and new. She was envious. Hers was still dirty and marred from the fighting. She didn’t even know what she was going to do about the puncture wound on her front leg… Could concealer hide that? Probably not…

Rarity turned and looked at his flank. His cutie mark was there; a tarnished, war-torn, and blood stained shield. “Twilight has been meaning to train castle guards… Perhaps you would be the best pony to be the captain.”

Sombra laughed and stretched out while lying on his side. “An excellent decision. I doubt any stallion in town would compare to my power and knowledge.”

“See? Everything will work out. Now all we need to do is decide on how we’ll raise our foals.”

He snorted and laughed. “Tsk. No foals. Not until after we find a way to break the hold of the Nightmare Gem.”

Rarity suddenly turned to look at him. “Er… Excuse me? Did you say you… didn’t want foals?”

“No foals,” he repeated. “I shudder to imagine raising them with this darkness following me. Or should I say, with this darkness following us.”

Rarity awkwardly forced a laugh and waved away his comment with her hoof. “Oh, you don’t mean that.”

Sombra lifted his head and stared at her with narrowed eyes. Rarity continued to laugh and forced herself to smile. “Is there something you’re not telling me?” he asked after several moments of laughter.

“Me?” Rarity struggled to think of way to break the news. How would Pinkie do it? “Sombra, I… have a surprise for you!”

He raised an eyebrow and remained silent.

“Two surprises!” she said with another forced laugh.

For a moment they stared at each other in silence. At first it seemed as though Sombra was going to ask what the surprises were, but then realization crept over him. His facial expression was set to horrified shock, but still he remained quiet.

Rarity lightly tapped her hooves together. “They’re, uh… are going to be excited about meeting their daddy,” she whispered.

Silence. No change in facial expression.

“You’re, uh, not… upset… are you?” Rarity asked, afraid of what he might answer. It wasn’t like she was forcing this upon him! How was she supposed to know he didn’t want to have foals! And why didn’t he think about that when… when…

“Upset?” Sombra managed to awkwardly choke out. “No. No. I would never be upset about that…” He leaned forward and pulled her close, overcoming his shocked state. “I just… I’m afraid of losing you… or our children… because I’m not strong enough. I don’t even know, I’ve never even seen them, but just knowing they exist makes me fearful I would somehow fail. It's the same feeling I had when I turned to the Nightmare Gem... What if I'm not capable of handling it without that power?”

Rarity could feel the fear coursing through the Nightmare Gem. It fed off emotions like this. She quickly embraced him. “It’ll be okay, Sombra. I’m here too, remember? You can’t fail with me around.”

They sat in each other's arms as the sun set behind the mountains.

Another Cute-ceañera

“Is everypony ready to par-tey!?” Pinkie Pie shouted.

The crowd went crazy. Streamers and balloons went sailing into the air. The music was kicked up to high volume and suddenly there was dancing. Pinkie Pie smiled to Rarity.

“I told you this would be a success. Nopony can resist the call of the Pinkie.”

Rarity smiled. “I guess I never should have doubted you… I figured more of the town would still be angry about Twilight’s decision.”

“Nah. Most ponies don’t care that the changelings are moving into Everfree Forest. It’s just a few that mind, and they probably wouldn’t have shown up to the party anyway.” Pinkie turned back to the crowd of ponies. Twilight flew over with a wide grin on her face. “Hey, Twi! What’s so funny?” Pinkie asked.

“That’s not Twilight,” Rarity commented.

“What? How do you know?”

“Yeah,” Twilight added. “How do you know?”

“Twilight never smiles like that unless she’s in a library,” Rarity stated, giving the fake Twilight an agitated look. She was getting good at spotting changelings, which was helpful, considering how many were now living here.

Suddenly, the illusion holding Twilight's form dissipated, leaving the changeling warrior, Cootie, behind. He frowned. “Spoil-sport.”

Pinkie tilted her head. “Why do you always change into an alicorn when you want to be a pony?”

“Because I am an alicorn,” Cootie motioned to his wings and horn while waggling an eyebrow.

Pinkie Pie suddenly gasped. “Ohmygosh! You’re so totally right! You are an alicorn!”

Rarity held up a hoof. “No, Pinkie, he’s-”

Without waiting for Rarity to finish, Pinkie ran off into the crowd. “Guys! Guys! Did you know that some of the changelings are alicorns!? It’s true!”

Rarity turned to Cootie. “Do you see what your mischief has done?”

He shrugged. “It was worth it.”

The music began to pick up into a faster beat and the ponies dancing were quickly becoming exhausted. Rarity sat around and watched, not wanting to get sweaty from the activity. This was her sister’s Cute-ceañera but that didn’t mean she had to participate in every event.

“Rarity! There ya are!”

Apple Jack trotted up to her and threw a hoof over her shoulder. Rarity looked down to make sure Apple Jack hadn’t gotten dirt on her brand new cape. “You were looking for me, Apple Jack?”

“Just wanted to make sure you were okay, is all. Haven’t seen ya for a few days.”

“I was busy sewing, my dear. You know how I can get,” Rarity replied with nervous laugh. Apart from sewing something for Sweetie Belle’s Cute-ceañera, she had also sewed herself an entirely new wardrobe. The wound she received from Chrysalis remained with her, scarring her beautiful white coat. She hated seeing it… the scar was a terrible pockmark on her once perfect visage. She made clothing specifically to cover it up.

“Well, remember to get out and about more, kay? Now, have you seen Apple Bloom?”

Rarity pointed to the far back of the party. Apple Bloom had been sitting by herself since she arrived. Her ears were drooped and her eyes downcast.

“Oh geez,” Apple Jack sighed. “I guess I better cheer the filly up.”

Rarity stopped Apple Jack from trotting away and pointed. They both watched as Babs, Scootaloo and Sweetie Belle ran over to the filly and pulled her out of her depression, whether she liked it or not. Apple Jack smiled.

“I guess I don’t need to be so protective of her after all. She’s got her friends, ain’t she?”

“Apple Bloom will be fine,” Rarity reassured her. “And I’m sure if she needed you she would go to you.”

Cootie buzzed in closer and smiled. “Or I could transform to look like you and give her some advice. You two have oceans of love just ready for the-”

“Don’t you dare,” Apple Jack gruffly stated, cutting off Cootie before he could finish. “I don’t want none of your tomfoolery.”

Cootie frowned and cross his front legs over his chest in disappointment. “The only one of you that’s any fun around here is Pinkie Pie!” With that, he took off into the crowd of ponies dancing, quickly transforming into Twilight Sparkle to finish the remained of the night.

Apple Jack laughed. “Well, I’m gonna get to passin’ out pies. Have fun, Rarity!” She trotted off, leaving Rarity all alone once again.

When the song ended, the DJ stopped and pointed over to where Sweetie Belle was sitting. “Listen, Everypony! It’s time to open gifts! Good for it!” The ponies at the party began clopping their hooves together and Sweetie Belle blushed. She reached for her first gift, which so happen to be Rarity’s.

Sweetie Belle carefully opened it and threw out the paper. With her magic she levitated out an elegant dress of silver, gold and diamonds. It had taken Rarity forever to finish and get just right… but she knew Sweetie Belle would need something special if she were going to be the Duchess of the Everfree Forest.

On the verge of tears, Sweetie Belle turned to Rarity and waved. The crowd clopped their hooves again and Rarity nodded to her. She was sure this wouldn’t be the last gift like that. What if Sweetie Belle wanted to become a world-renown singer? She would need outfits and costumes… Lots of work for Rarity, but work she was willing to provide.

“Hey, Rarity…”

She turned and saw Spike standing next to her. He was staring at the ground and kicking his foot.

“Can we talk?” he asked.

“Of course, Spike. What is it?”

He looked odd with an eye-patch over his left eye, but Rarity thought it made him look much older. Then again, he was much older. More mature.

“Remember when I spoke to you a while back? About, er, us?”

“Yes…”

“I thought I could replace Sombra, but I realize now I shouldn’t have even tried. I’m sorry I put you in that situation.”

“It’s okay, Spike. I was flattered, really I was.”

“Um…”

Rarity tilted her head. “Is there something else, Spike?”

“Well, I also wanted to ask… Umm… It wouldn’t bother you if… If I…”

Rarity gently placed her hoof over Spike’s mouth. “You have my blessing.”

“R-really?” he gasped. “You don’t mind?”

“Of course not. As long as Sweetie Belle is happy, I am happy.”

They both turned to Sweetie Belle who was still opening gifts. She smiled and waved to the both of them and Spike waved back.

“Thanks, Rarity,” he sheepishly said. “That means a lot.”

“Maybe you should go be with her on her special day,” Rarity suggested.

Spike nodded and quickly ran over to be with her. For a moment Rarity watched them enjoy themselves but it wasn’t long until she felt another presence nearby.

“Are the twins okay?” she asked under her breath.

Silently stepping from the shadows, Sombra took his place by her side. “They’re sleeping. Fluttershy is with them now.”

“Are you okay?” Rarity asked. “Why didn’t you arrive earlier?”

“I went to investigate the castle in the Everfree Forest. The worker changelings have almost completed the building, but… I can sense something there. Something unseen. It troubles me.”

Rarity nodded. “I’m sure whatever it is, you’ll find it.” She leaned against him and enjoyed the music.

Sombra pulled her close. “I’m sure you’re right.”

THE END

Author's Note

I hope you guys enjoyed! Tell me what you think because I'm secretly a changeling that feeds off your praise!

But seriously though - I enjoy any and all feedback! Thank you again for reading!