The Changelings Have a King

Chapters

Overture: Descent
Prologue: Concerning Changelings
Chapter 1: The Scroll
Chapter 2: Kings and Queens
Chapter 3: Trust
Chapter 4: Mothers and Fathers
Chapter 5: One Day in Ponyville (Morning)
Chapter 6: One Day in Ponyville (Evening)
Chapter 7: Where the Heart Is
Chapter 8: New Foundations
Chapter 9: Three Couples
Chapter 11: The Darkest of Dealings
Chapter 12: The Calm
Chapter 13: In the Dark
Chapter 14: The Battle of Ponyville
Chapter 15: Checkmate
Chapter 16: Those We Leave Behind
Chapter 17: The Night of the Memorial, Part I - Two Students
Chapter 18: The Night of the Memorial, Part II - Only the Dead
Chapter 19: The Night of the Memorial, Part III - A Matter of Family
Chapter 20: You Will Know the Truth
Epilogue: A Sound of Thunder
Foreword- For Those Who Came in Late
Chapter 10: Promises and Lies

Overture: Descent

Daring Do would never admit it, but she was terrified of the dark.

She reflected on how silly the idea of Equestria’s most famous explorer being afraid of something as innocent as the dark was. Would the sales of her books suffer, she wondered, if the truth ever came to the proverbial light? Would her millions of loyal fans suddenly leave her in droves? Would she be reduced to a bitter shut-in, reflecting for all time on a life that might have been?

She’d been afraid of the dark since her days as just A.K. Yearling, the dedicated book reader who always thirsted for adventure. She had done many amazing things since taking on the Daring Do role (with the Sparkle family’s permission, of course.) She had climbed mountains, battled villains…

…but she was still afraid of the dark.

Her assistant’s lantern finally brightened and all her thoughts were washed away by new ones of amazement.

The fabled crystal caverns of Canterlot glittered and refracted the light from Violet’s oil lantern, their very image successfully magnifying their already incredible size. Crystal prisms taller than some mountains loomed ahead, their tops lost in the darkness above. The only sound was the steady drip of water from some unknown source. The ambient noise and beautiful scenery started to carry Daring Do away…

“Miz Do?”

Violet’s harsh Appleachian mountain accent pulled the famous pegasus from her moment of serenity. “Yes?”

“We ‘bout there?”

Daring Do shrugged. “That’s a question for our guide, isn’t it?”

Their guide, a strongly built member of the Royal Guard named Joust, stepped forward and gestured ahead. “Nearly there. That’s the dead center of the mountain.”

Daring Do nodded and headed on, Violet on her heels with the lantern clutched in her teeth.

It had been months since Daring Do had found the secret message hidden in Starswirl the Bearded’s lost diary. The message spoke of a secret Starswirl had hidden away in the dead center of the mountain that held Canterlot above it. It had taken a month to secure a permit to explore the caves and a further two to find a suitable guide; a pony who had been down in the crystal caverns before. It was all going to be worth it, though. Just ahead was a message nopony knew about, a treasure that didn’t even have a description in Starswirl’s journal.

The rush of discovery filled her and Daring Do began to race ahead.

Violet loosed a small squawk of surprise and tried to pick up her own pace… only to go falling after a trip over her spindly legs. The lantern clanged loudly off the floor and bounced twice before settling. Now also on the ground, Violet reached for the fallen lantern…

…and shrieked in horror at the beast staring back at her.

“Easy, miss.” Joust chuckled as he pulled Violet back to her hooves. “It’s frozen solid in ice. Has been since the wedding of Shining Armor and Princess Cadance.”

Daring Do followed the lantern’s light and took in the titanic monstrosity. It was a deep purple color and it’s jellied, un-shaped form was covered in eyes of various sizes. “What is it?” she asked.

Joust cleared his throat. “According to legend, it was a great beast summoned into the world by a trio of witches before the three tribes founded Equestria. It grew beyond their control and soon started to devour everything in its path… including the three witches. In the end, the beast was defeated by the magic of the three tribe’s friendship.” He smirked. “But they only weakened it. It retreated here, to these caves, surviving on the flesh of anypony stupid enough to come down here alone. Princess Luna found it about to devour the false Princess Cadance’s bridesmaids. To save them, she froze it solid.”

Violet swallowed hard, her stick legs shaking noticeably. “Why didn’t she just get rid of it? Ya know… permanently?”

Joust shook his head. “Not that simple. No, I’m afraid nothing can stop the Smooze.”

The ridiculous name made Daring Do snap out of the spell the story had cast and stare incredulously at the royal guard. “The Smooze? Really?”

Joust looked embarrassed. “It’s, uh, what the guards call it…”

Daring Do rolled her eyes and continued forward, her path illuminated by the lantern’s flame.

Minutes later, and the trio reached their destination.

Daring Do stared at the shrine in awe, wanting to do a million things at once. Should she sketch the impressive mason work, the architecture almost impossible to describe? Should she set to work on figuring out the origin of the large bust of a stallion that adorned the shrine’s front? Should she measure the height of the thing, surely nearly as tall as the cavern itself?

Should she simply jump for joy like a school-filly?

The stone tablet at the shrine’s center became her focus. Snatching the lantern from the protesting mouth of her country-born assistant, the explorer rushed forward to read the words etched on the stone surface. “Damn…” she muttered.

“What’sa matter?” Violet asked, catching up at last.

“Ancient unicorn. It’s written in ancient unicorn.”

“And ya cain’t read ancient unicorn?”

“Of course I can read ancient unicorn!” Daring Do snapped as she lowered the lantern to the ground and grabbed a notepad, quill, inkwell, and a small jeweled bottle from her pack. “But this is some kind of code. Luckily, I know just the pony for a situation like this.” She set about copying the tablet’s message. “He’s a professor in Fillydelphia. If anyone can read this, he can.”

Violet noticed the bottle. “What’s that?”

“A gift from a big fan. Bottled transportation spell, diluted from dragon fire.” Daring Do gave the paper a final once over and, satisfied, rolled it up. She uncorked the bottle and prepared to send the letter…

…when a hiss came from the darkness.

“Did… did ya’ll hear that?”

“Yes.” Joust had joined the mares on the shrine proper. “I think we should leave.”

“Leave?” Daring Do laughed. “There’s so much to do. We need to organize these artifacts and…”

“Miz Do?”

“…not to mention getting this tablet up to the surface and…”

“Miz Do?”

Daring Do sighed heavily. “What, Violet?”

“Ah… ah think ah mighta chipped that ice with the lantern.”

“Why do you say th…?” Daring Do bit her tongue as she faced her assistant and saw the fear in her eyes. “Violet?”

“Some… something’s touchin’ my leg.” She stammered.

Three pairs of eyes trailed down Violet’s body to find a thick cylinder of purple slime prodding the assistant’s hoof.

“What in Equestria…?” Joust started.

The tentacle suddenly lashed around Violet’s leg and yanked her into the darkness. She screamed once, and then was gone.
A moment of silence, and then the pair of pegasi panicked.

“WHAT WAS THAT?!” Daring Do screamed, still trying to wrap her mind around the apparent demise of her assistant.

“It must be the Smooze. It got out of the ice somehow!” Joust spread his wings and looked back at the tan explorer. “I’ll handle this. Get out of here!” He blasted off into the darkness with a battle cry…

…that became a scream before the voice was no more.

Daring Do took a step back and recoiled as she stepped on the lantern. It shattered, its flame racing out with the spilling oil. “No!” she cried as the flames licked the parchment bearing Starswirl’s last secret. She stamped the paper clear and tossed it in the air. Without a second thought, she poured the spell into her mouth and blew it at the paper, willing it to her professor friend.

In the flash of light that transported the paper away, Daring Do caught a glimpse of the vast monstrosity that now surrounded her, all purple jelly and gaping eyes. She saw its many arms reaching towards her. It hissed a challenge.

She bared her teeth in a defiant grin as the last flame burned out. “Sorry, but Daring Do doesn’t go out that easy.” With a cry of her own, the brave pegasus launched herself straight up towards the cavern’s roof.

She never considered that the beast might have coated itself on every surface of the cave.

Daring Do had always been secretly afraid of the dark.

But one should not fear the dark.

One should fear the monsters that lurk within it.

Prologue: Concerning Changelings

For the original 130. You've been on this ride the longest.

Excerpts from the Wanderings of Mareco Polo
Last Existing Copy located in the Archives of Truth

My father and I have made contact with a peculiar society that is unlike any other that we have ever encountered.

They are not ponies, per se, but instead bear more similarities to large insects. Their wings are paper-thin, their bodies encased in a hard exoskeleton. Their legs are riddled with a random number of holes, presumably top aid their frail wings in bearing them into the sky.
The most notable feature of the species is their ability to change their very appearance, down to mimicking voices with perfect accuracy. Simply remarkable.

The society is notably advanced, with leadership coming from a central queen. She is a vast and humbling creature, both terrifying and beautiful to behold. She received us with great hospitality and invited us to a great festival being held in her honor. This queen has reigned for several centuries, since a queen cannot die until she has birthed the new queen.

An examination of the queen’s most recent clutch of eggs has revealed not one, but two new queens.

The changing ones are ecstatic, as their low numbers attest to the fact that they are slowly dying off. Two new queens means two new societies. The species will be able to spread and flourish once more.

My father asked her majesty why the number of her subjects was so low. Apparently, these creatures once subsisted on the flesh of living creatures. When this most recent queen took over, she forbade the consumption of flesh and introduced a new food source; emotions. Inability to adapt to this new feeding source starved many of the changing ones, but allowed them to live in peaceful coexistence with their neighbors; a small pony village called Sunny Town.

///////////////////////////////////////////////////////////////

The peace has been shattered.

The ponies of Sunny Town stormed the home of the changing ones just this afternoon, claiming that a foal was taken the night before. The changing ones protested their innocence, but I saw several of them hiding what appeared to be a small cocoon.

An all-out battle erupted and the changing ones were overwhelmed by the pony’s superior numbers. In their panicked state, several of the changing ones adopted pony disguises in hopes of being ignored.

The fear driven ponies turned on each other in their haste to eradicate the society.

My father was one of those slain by the ponies in the confusion.

I found the queen as she lay dying by what was left of her clutch. The ponies mortally wounded her and smashed every egg.

All but one.

The new queen has hatched.

The dying queen passed the babe to me, more larva than foal, and begged me to protect her. To safeguard the species.

I gave my word that I would.

I fled, the hatchling tucked in my saddle-bag and accompanied by a young changing one carrying the cocoon I saw earlier.

I will leave this journal with ponies I can trust and then get my new friends to safety.

We will go to the Bad Lands.

I will not let an entire species die.

I will protect what remains of this society.

I will protect this little queen.

////////////////////////////////////////////////

The Bad Lands
Some Years Before the Incident in the Canterlot Caverns

“Your majesty?”

Chrysalis, Queen of the Changelings, started from her daze. She looked down at Molt, her most faithful advisor and confidant. Slightly larger than the average drone, Molt still only came up to his queen’s chest, so he was forced to direct his large green eyes upwards to see her. They glittered with concern. “I’m fine.” She smiled at him.

Molt returned the smile and looked back to the cocoon the pair of Changelings were observing. “It’s been months since we were banished from Canterlot, your grace. Surely this one’s metamorphosis is nearly complete?” He scratched at the membrane on his chin, its position making it almost look like a beard. “This was that foppish imbecile we found cowering in the kitchens, wasn’t it? Seems fitting to reduce him to a mere drone.”

Chrysalis shook her head. “No, he won’t be a drone. He’ll be something special. Something… new.”

“New?”

She started towards the cocoon and Molt followed diligently. “We are dying, my old friend.”

Molt gaped at her. “If you require sustenance, your majesty, I can summon a troop of drones here at once. Our love should surely…”

“I meant our species is dying, Molt.” Chrysalis sighed as they finally reached the cocoon. While most cocoons the Changelings used to change their captured prey into Changelings were relatively small, this one was much larger, nearly as large as the queen herself. The membranous window revealed a slightly twitching form that took up most of the space inside. “We cannot continue like this, replenishing our ranks with converted runaways and kidnapped foals. If the Changelings are to live on, I must breed.”

Molt cast his eyes downward. “But there are no Pure Changeling males. Unless you have a way for us converts to mate…”

Chrysalis laughed and rubbed the cocoon with one hoof. “No, but I did find a solution during my time in Canterlot Castle. The princess I impersonated had a trusted relationship with one of the librarians. He loved her so, nearly as much as Shining Armor did. He showed me so many things…”

“What sort of solution, if I may ask?”

“As best as I understand it, if somepony is converted into one of us that has been touched by alicorn magic, the combined magical lines will produce a new life-form. In other words…”

“…you could create a new Pure Changeling.” Molt marveled. “But, my queen, this one wasn’t an alicorn.”

Chrysalis smirked. “No, but he had close contact with Celestia his entire life. He reeked of her magic.”

Molt watched, fascinated, as the cocoon began to bulge. “He was a prince then?”

“He was, but no longer.”

Molt gulped as the sides began to rip. “A king.”

The cocoon burst, the viscous liquid inside sloshing all over the ground before the two Changelings. A large form, curled in a fetal position, washed out with it, settling at the hooves of the Changeling queen. He was as tall as she was, and just as thin. His mane, a once luxurious blonde, was gone, replaced by the flowing moss-like substance that made up Chrysalis’ own faux hair. His horn was now the same jagged shape as the queen’s and two still drying wings lay against his sides. He whimpered as she stroked his still hardening exoskeleton.

“Shhh, my love.” Chrysalis cooed. She leaned down and placed the tip of her horn against his. “Feel my love for you. Take strength from it…”

The horns glowed, the queen’s love flowing into the still forming creature. His whimpers faded into quiet grunts of contentment.

Molt raised an eyebrow, unimpressed. “He’s as helpless as a newborn drone.” The look his queen shot at him made him bow. “What I meant to say is that he doesn’t seem ready to breed, my queen.”

Chrysalis smiled as she stroked her king’s new body. “No, it will take a few years for him to mature. It will take just as long for my own body to prepare to create life.” She kissed his cheek, thrilling as it hardened beneath her lips. “We’ve waited this long. A little longer won’t hurt anything.”

Molt nodded and looked again to his new king. “Will you rename him, your highness?”

“I suppose I should. He hardly looks like a ‘Blueblood’ anymore…” She grinned as his green eyes opened and took her in. She was familiar with the imprinting process. She was present at every hatching so that the newborn drones would recognize her as a queen and mother figure.

But this one wouldn’t see her as a mother.

He would see her as a mate.

“I name thee… Carapace.” She whispered.

“All hail Carapace! All hail the King of the Changelings!” Molt cried, bowing even deeper.

Chrysalis wasn’t paying attention. She was lost in the newborn king’s eyes. In them, she could already see something; a clutch of newborn Pure Changelings.

She saw the survival of her species.

Chapter 1: The Scroll

Years Later

"To meeeeeeeeeeeeeeeeeeeeeeee!”

Professor Crescendo clapped his hooves together in approval as the last note rang about the one room school-house's walls and faded away to nothingness. “Well done, Amber Waves. Well done indeed.”

The filly smiled as she bowed deeply. “Thank you, professor.”

“Hmm?”

“I, uh, mean… thank you, magister.”

Crescendo smiled. “You’re quite welcome.” He checked the clock on the school-house’s wall. “I think that’s enough for today. Unless Miss Cheerilee has anything for you?”

Cheerilee looked up from the assignments she was grading and offered a smile of her own. “Nothing from me. You sang very well today, Amber Waves.”

"Thank you, Miss Cheerilee."

Crescendo nodded at pointed at the door. “That's all then. See you next week.” After the filly had skipped merrily out the door, Crescendo shook his head and smiled at Ponyville’s school-teacher. “I don’t know why you allow me to teach in here. Amber Waves has a lovely singing voice, but surely you must get tired of hearing the same musical exercises over and over again.”

Cheerilee shrugged. “It’s nice having music to pass the time, even if it's just exercises. And I’m thrilled to finally share this school with another teacher for once.”

Crescendo peered down at the papers scattered across her desk. “Ah, Algebra. Need some help?”

Cheerilee waved him off. “I appreciate the offer, but I’ll manage.” Her eyes crossed at a particularly ridiculous answer to a relatively simple problem and she sighed. “On second thought, maybe I could use a little help for once.” She started as the papers levitated and stacked themselves neatly in mid-air.

Crescendo winked, his horn lit with magic. “To the park, then. I always grade better in the fresh air.”

Cheerilee laughed and set about gathering her things.

“Judging by that girlish giggle, I do hope we’re not interrupting anything.”

The two teachers turned to find Rarity standing in the doorway, Spike by her side. “Off to play teacher’s pet, Crescendo?” the dragon waggled his eyebrows suggestively.

Crescendo and Cheerilee glanced at each other and looked away hurriedly. “Nothing of the sort.” Crescendo huffed. “Just two teachers going to grade some papers... at the park.”

Rarity stuck her tongue out. “If that’s your idea of a first date…”

“Rarity.” Spike tapped her shoulder. “We came here for a reason.”

Rarity nodded and, giving one last smirk at the still blushing instructors, levitated a slightly burned scroll from her saddlebag. “This arrived for you a few minutes ago, courtesy of Dragon Breath Deliveries.”

“It’s not for Princess Twilight?”

Spike shook his head. “Princess Celestia’s letters have a certain taste. This one tastes like one of Twilight’s portable transportation spells she gave out to a few ponies for Hearth’s Warming. Somepony sent this to you, and I must’ve gotten caught in the transfer.”

"Portable transportation spells, eh?" Crescendo smiled as his magic plucked the scroll from the air. “I think I know who that’s from!”

“We figured as much, especially when we saw it was written in ancient unicorn.”

Crescendo unrolled the paper and read it as best he could. “Most of its been burned away. What remains… this is an old dialect. And it’s coded.” His eyes flashed with recognition. “Luckily, I recognize this code. Oh, Daring; what did you find…?” He froze as he reached a phrase on the paper.

“Darling, are you alright?”

Crescendo looked at her, his smile gone. “Is Princess Twilight at home?”

The dragon and the unicorn nodded.

“Good.” He looked back at Cheerilee, now packed and ready to go. “Do you mind if we take a quick detour?”

She shrugged. “Why not?”

///////////////////////////////////////////////////

Applejack had known from the beginning where she would find her marefriend. She liked to pretend she didn’t, went through the motions of looking elsewhere. She checked the clouds where she might be napping. She sent Flitter to check out her apartment in Cloudsdale.

But, no; she was right where she always was on the second day of April these past couple years.

She snorted in irritation as she entered the bar on the first floor of the Ponyville Hotel and spied Rainbow Dash putting down another shot of hard cider and motioning for a refill.

Once the glass was full again, she raised it in the face of the very drunk earth pony sitting next to her. “What’sh this one to?”

Caramel hiccupped and held his own glass in unsteady hooves. “What wash the last one to?”

“Abshent friends.”

“Ah.” He burped loudly. “Then… to the forgotten.”

“The forgotten.” Rainbow Dash repeated. The two ponies drained their glasses and motioned for another round.

“I think you’ve had enough, sugarcube.”

Without turning from the bar, Dash grinned an inebriated grin. "There'sh my sexy little apple-tart. Took you long enough to find me. Join ush for a round?"

"I said; I think you've had enough."

Rainbow Dash turned and glared at the mare she loved. “I’ll be the judge of that. Eshpecially today.”

Applejack rolled her eyes and tapped the cyan Pegasus on her chest.

The effect was immediate. Dash wobbled left, right, backwards, and finally tumbled forwards onto the waiting back of the farmer. “That’sh cheating…” Dash slurred.

Applejack ignored her and looked instead to her cousin. “And you. Do ya really think yer wife would want you here? Why aintcha out in Appleoosa?”

“Got time off.” Caramel muttered, sipping his refilled drink. He fiddled with a book of matches bearing the logo of the hotel. "Shtill in mournin.'"

Applejack shook her head and looked to the barkeep. “Send him my way when he falls over, Tap. I’ll put him in the guest room again.” Just like last year, she thought.

Tapper gave a little salute before continuing his important work of wiping the counter.

Satisfied, Applejack hefted Rainbow Dash’s dead-weight onto a stronger part of her back and started outside.

"See you next year, Cara... Cara... Callumbear!" Dash called back as they exited the building. She recoiled from the sunlight and hid her face in Applejack’s fur. “When doesh this day stop sucking sho much?”

“When you to let her go.”

“She wash my besht friend. Hard to let that go, honey.”

"I lost my parents, but I learned to let them go. I lost Granny Smith, and I learned to let her go.It's hard, but it's what we have to do so we can keep livin.'"

"It's not fair..." Dash pouted.

Applejack sighed and headed down the road to Sweet Apple Acres. “Yer right, it's not. But it's life." She paused and stretched back to give her love a nuzzle. "We all miss Pinkie Pie, darlin.' Every one of us. But she wouldn’t want us to mourn her forever, would she?” A thought occurred to her. “Do ya recall what her tombstone says?”

Dash frowned. “Yes… but can we go by there anyway?”

"Will it make ya feel better?"

"Maybe."

With a small nod, Applejack adjusted her path for one that would lead them to Ponyville Cemetery. "That's all I can ask for, sugarcube. That's all I can ask for."

////////////////////////////////////////////////

“This isn’t a small thing you’re asking for, Fluttershy.” Princess Twilight Sparkle sipped her tea and looked seriously at the technical matriarch of the Apple Family. “Even if I was willing to perform the spell, it could easily backfire and kill you.”

Fluttershy Apple flinched at the idea. “I know, Twilight, I know. But I’m desperate. You know Macintosh has always wanted a big family…”

“Has he said anything?”

"Said anything about what?"

"About you not getting pregnant again."

“Well, no…”

“And has he ever previously implied anything negative about the idea of you not being able to have more foals ever again?”

“We don’t talk about it…”

Twilight held up a hoof. “I'll rephrase then. Does Mac really seem like the kind of stallion who would leave you just because another mare was more fertile?”

“Fertility isn’t the issue.” Fluttershy’s bold tone surprised even her. “It’s me. This keeps happening because of me. It was my body that gave birth to Scarlet too early, It was my body that... that lost the second foal…”

“You know that wasn’t your fault…”

“It was my fault!” Fluttershy’s body was shaking. “I wasn’t strong enough for Scarlet, for… for…” the Pegasus finally became overwhelmed and collapsed, sobbing into the cloth of Twilight’s dinner table.

Twilight set down her tea and came to her friend’s side. “Its okay, Fluttershy. It’s okay. I’ll… I’ll try and figure something out.”

Fluttershy looked at her with tear-stained eyes. “You’ll cast the spell?”

Twilight hesitated. The spell that Fluttershy spoke of was ancient, dating back to the old unicorn tribes. Its intended purpose was to ensure that only unicorns were born in the tribe, so magic was used to strengthen the potential mother’s body in preparation for the follow-up spell; magical genetic manipulation.

Results had always been… mixed.

“I need to talk to Princess Celestia about it. Maybe there’s something else we could do.” She said finally.

Fluttershy grasped her in a tight bear hug. “Thank you, Twilight. Thank you so much.”

Twilight smiled and pushed her friend away. “Until I find out, don’t mention this to anypony. Not even Mac.”

“Ahem.”

Startled, the two ponies found Crescendo and Cheerilee looking in from the window.

“Uh… how much of that did you hear?”

Crescendo put on a disinterested expression. “Nothing at all of interest. You, Cheerilee?”

A look passed over the teacher’s face that looked something like triumph before she too shook her head. “Nothing at all.”

Fluttershy exhaled in relief and made for the door. “I’d better go. Applebloom loves Scarlet dearly, but even she can only handle her for so long.”

After the pegasus had taken wing, Cheerilee looked at Crescendo. “Rain check on those papers? I need to go talk to somepony. I just remembered and it's very important.”

Crescendo nodded.

Minutes passed and soon the alicorn and the unicorn were alone in Twilight’s kitchen. “Tea?”

“No thank you.” Crescendo held the burned scroll aloft. “I came because of this, your majesty.”

Twilight rolled her eyes. “Just use my name, Crescendo. We’re all friends here.”

Crescendo tried to chuckle but found he couldn’t remember how to. “Twilight, then. Twilight, you must get this to Princess Celestia at once.”

Twilight took the scroll and examined it. “Why?”

Crescendo looked down and was not surprised in the least to find that his back legs were trembling. “I believe that you are holding the last secret of Starswirl the Bearded.” He stared at the scroll with terror in his heart. “You are aware of the twin prophecies of Clover the Clever, I assume?"

Twilight thought back to her lessons with Brother Veritas in the Archives of Truth, deep in Canterlot Castle's depths. "If I remember correctly, the first was during the winter that nearly wiped out the three tribes. She prophesied the arrival of Celestia and Luna. The other was on her death-bed, and concerned a great war."

"Quite correct, but it was long rumored that Clover the Clever made one final prophecy, uttered with her last breath. Only Starswirl heard it.”

Twilight nodded. “I’ve heard the legends. If this is the prophecy, why are you so frightened by it?”

Crescendo steadied himself and looked straight into Twilight’s eyes. “From what I can read on that paper, Twilight, it would seem that Clover used her last breath to warn us all of what will signal the beginning of the end.”

“The end of what?”

“Of everything.”

Chapter 2: Kings and Queens

The Bad Lands

Present Day

She found him standing atop the highest peak in their kingdom. The harsh desert winds blew against his face but he did not blink. The years had done him well in the form department. While he bore the same thin shape and membranous legs as his fellow Changelings, he had retained more of his equine musculature. It gave him a more swollen, full appearance. As a result, he looked stronger than the average Changeling.

Chrysalis made her way to his side and rubbed her cheek against his, thrilling once again at having someone that shared her height for the first time in centuries. “Does something trouble you, my love?”

He shook his head but did not look away from the direction in which he stared.

Chrysalis did her best to follow his gaze. “What are you looking at?”

“Ponyville.” His voice was deep and strong, no trace remaining of the petulant whiner he had once been.

“Why?”

“I dreamed of her again.”

Chrysalis nodded. “The unicorn. The one who embarrassed you.”

King Carapace’s eyes narrowed, not from irritation but from rage. “That was the last night I could show my face in Canterlot without at least one pony laughing at me. I spent months planning some form of revenge. The little wench finally did set foot in Canterlot, and I was actually forced to swallow my pride and stand beside her at a social gathering thanks to that damnable Fancy Pants. I swore the next time I saw that ugly face of hers, I would make my move. And then…”

“I claimed you.” She pouted. “Are you upset with me, my king?”

Carapace found himself starting to smile. “Not at all, my queen. You’ve given me a great gift. In fact, this may all turn out better than I had hoped.”

Her lips pulled up into a smirk. “You say that like you’re planning something.”

“Oh, I am. I have been these past few years. It’s one of the things that drives me most, that keeps me alive in this wasteland.”

Chrysalis closed her eyes. “Not the only thing, I hope.”

Carapace froze as a strange new odor filled his nostrils. A tingling sensation flooded his body, spreading from his hooves up to the point of his new jagged horn. He turned his blazing green eyes and finally focused on his queen. “You smell… divine today.”

“Only today?” Chrysalis let out a sound akin to a giggle.

Carapace’s driving need for vengeance was forced from his mind as Chrysalis’ pheromones did their work. “It’s different, I mean. It’s not a normal scent. You smell, I don’t know how to put this, but… ready.”

Chrysalis’ wings buzzed with anticipation. “Yes. That’s exactly what I am.”

Carapace’s eyes widened, a smirk of his own crossing his lips. “Ah. After all these years?”

“It’s been a hard wait for me as well.” She brought her lips to his in a rough kiss. “Fulfill your role, my love.” She hissed when they parted.

Instincts he had not been born with sent signals to various parts of Carapace’s body. “What do I do?”

She looked upward. “Fly with me.”

Synchronized, the rulers of the Changelings took flight.

Down below, Molt and the hundred or so remaining Changeling drones looked up and watched as their mother began the ancient, airborne mating dance of their kind with her kingly husband.

//////////////////////////////////////////////////////////////////////////

Caverns beneath Canterlot Castle

“Wait here.”

The unicorn guard called Flail froze and looked back at his princess. “Ma’am?”

“You will wait here.” Celestia repeated. “I will proceed alone.”

“But your highness…”

The goddess looked down at him and offered a gentle smile. “You are certain this is the last place Joust led them?”

Flail nodded.

“Then, as he has not returned, it is clear that whatever lays ahead is beyond even the most elite of my guards.” She placed a hoof on his shoulder when they dipped in defeat. “You will go back one thousand paces and face the cavern entrance. You will not turn, no matter what you hear, until I call for you. Is that clear?”

Flail nodded. “What is in there, your majesty?”

Celestia looked towards the darkness, lighting her horn to illuminate the path. “Something that should have remained undiscovered.” She nodded at him and he dutifully headed back the way they came. Once his hoof-steps had faded entirely, she moved deeper into the caverns. She felt the earth beneath her feet begin to slope downward and listened to the echoing drips of water on the stone walls.

She hadn’t gone very far when she heard it moving in front of her.

She lessened her light until it was hardly light at all and braced her hooves, ready for anything. “I know you’re there.” She stared straight ahead, trying to see the beast. “Step into the light.”

Something hissed at her, a ghastly sound that made her teeth grind.

“I know what you are. They call you the Smooze now.” Her eyes flashed at a shadow that quickly retreated. “I was afraid that somepony would release you one day. Where are they? The ponies who came down here?”

It hissed again, but this time it sounded closer.

“Can you not communicate with me? I know Hydia gave you some semblance of intelligence.” Another shadow darted and she lit her horn a little more. “What do you want?”

“…food.” The sound was like a bursting swamp bubble. A foul, noxious odor accompanied the word.

“Where are the ponies?”

“Here.”

Celestia opened her mouth to ask the beast to clarify when something flew at her from the darkness. She made ready to defend herself but froze at the last second when the object landed at her hooves and sent up a cloud of dust.

It was a tan pith helmet, coated in a kind of acid that was slowly eating away at it.

A slow burning anger began to flood Celestia’s heart, chasing away the sorrow that threatened her. “You ate them.”

“Hungry.”

“I had hoped to reason with you, to see if you could provide something to my land. But I see now that the pits of Tartarus are still too good for the likes of you. Monster.”

“Feed.”

The smell grew more powerful and she knew it was getting closer. “You leave me little choice.” The hairs of her coat stood on end as she tapped into a power she had long ago chased into her deepest being. “You have spilled Equestrian blood today, and for that I sentence you to burn.”

“Don’t.”

The air in the cavern began to heat exponentially.

“Even.”

Her mane and tail, their appearance similar to never-ending and flowing rainbows, began to spark and ignite.

“Try.”

Her pupils faded to white, her being full of raw energy. Her cutie mark flashed and began to shine with unbearable brightness. The light, the raw wave of energy that exploded from her, came not from her horn but from her very being. The cavern became as the surface of the sun and, for an instant, she saw an impossibly huge monstrosity, all eyes and gaping mouths. It's quivering mass trembled in fear, rage, and confusion. It shrieked as the power struck it, disintegrating it in a matter of seconds.

The fire faded from her heart and she exhaled. Her mane returned to normal, the impossible heat and light faded, and her eyes again became their natural hue. She took several deep breaths to steady herself then lit her horn once again.

A tiny purple blob, no bigger than a bit of pond scum, tried to scurry away.

"Resilient little beast, aren't you?" Celestia caught it easily and conjured a glass bottle around it. “Corporal Flail?”

He was at her side in an instant. He stared around at the cavern, puzzled at why some of the stones appeared to have recently been molten. “Yes ma’am?”

She floated the vial before his eyes and found herself slightly amused, despite everything, when he recoiled at the tiny thing now throwing itself against the glass. “Take this to Brother Veritas post haste. He will know what to do with it.”

“Yes ma’am.” He looked up at her as she tucked the vial into his saddle-bag. “Are you alright, your highness?”

She nodded. “Yes. Just a little worn out. Come, let us…” she took a step.

Celestia fell.

Flail’s voice, crying out in panic and surprise, followed her into a darkness deeper than that of the caves.

//////////////////////////////////////////////////////////////////

Canterlot Castle

“Mama?” The little Prince Moon Shadow poked his head out of the pillow fort he and his mother had just finished constructing.

His mother, the Princess Luna, was sprawled across the covers of the large bed, her front half hanging off the edge.

“Mama?” Moon Shadow asked again, trying to figure out what new game this was. He carefully made his way to her side and nudged at her wing.

Nothing.

He prodded at her side with both hooves, trying to rouse her. “Mama, you said no sleeping for a while.” Moon Shadow had no idea how long a ‘while’ was supposed to be, but even his toddler mind knew that nopony was supposed to sleep like that. “Mama, you said we could play.”

Still nothing.

Moon Shadow’s confusion became fear, and the little unicorn began to cry. “Mama? Mama, please wake up. Mama?” He didn’t like this game.

Still, his mother didn’t budge.

The frightened tears began in earnest now, and Moon Shadow began to try and shake her, his little horn sparking ineffectually. “MAMA!” He cried, louder and louder. “MAMA!”

The doors burst open and Trixie, his mother’s student, ran in. She cast off her cloak’s hood and looked about worryingly. “Moon Shadow? Majesty? What’s…?” she saw Luna and ran to her side. “Moon Shadow? What happened?”

But the little prince paid her no mind. He forced his way under the unconscious alicorn’s wing and sobbed into her fur. “Please wake up, Mama. Please wake up.”

Chapter 3: Trust

Ponyville

Twilight sighed and made to refill her tea as Crescendo continued to scrawl rapidly across the blackboard she’d conjured for him. His magic made the chalk flit about like an agitated bee and she had to force herself to stop watching its progress. “So you know Daring Do?”

Crescendo nodded without looking back. “I’ve become her go-to source for all things ancient unicorn. Miss Do is quite adept at reading the language herself, you understand, but it’s not boasting when I say that I can crack the old codes in a fraction of the time she can.” The chalk paused for an instant. “I take it you know her as well?”

“Not until a few years ago.” Twilight sipped her drink and looked out the window. “My grandmother wrote the first Daring Do books, basing them on her own adventures. When she got too old, she passed the task on to my mother. I was supposed to be next in line, but it was clear to everypony that my future lay in Celestia’s tutelage.” She sighed and flexed her wings. “Truth be told, a small part of me still wishes I could trade these wings for a chance to continue the family legacy.”

The chalk was moving again. “You became so adept at magic that you ascended both into royalty and the rarest of pony genetics. Not to mention saving Equestria Celestia knows how many times. I’d say you’ve done your family quite well.”

She smiled. “Thank you.” She went to sip her tea and was surprised to find it already empty again. “A few years after I started school, a big fan named A.K. Yearling contacted my mom and asked permission to write a spin-off series. They met up, and Mom decided to grant her the exclusive rights to the character.”

“Lucky mare.”

“Yep. Then she decided to take it a step further. She actually became Daring Do and started having adventures of her own, writing the books as she went.”

“Huh.” The chalk paused again and Crescendo lowered it to the table. “That’s one way to do it I suppose.”

Twilight looked past him at the board, its surface now coated in all manner of words and illustrations. One bit caught her eye. “You know Starswirl was actually Clover’s student, not the other way around?”

Crescendo almost visibly deflated at the idea that all his hard work had been for nothing. “I suppose you would know that, growing up in the castle and all.”

“But how do you know? That knowledge is hardly common.”

Crescendo shrugged. “I’ve translated enough of Starswirl’s private diaries to get the idea. He was always ranting about how much of an old biddy she was. I’m also pretty sure he and Princess Luna were 'amatoribus'.”

Twilight lowered her cup. “I’d always heard rumors that somepony had cast copy spells on those diaries. I, on the other hoof, read the originals.”

“In the original language?”

Twilight’s pride faded slightly. “Uh… ancient unicorn was never my strongest subject. Princess Celestia had one of my teachers rewrite them in common Equestrian.”

Crescendo perked up a little at that and gestured to the board with a hoof. “Here’s where we are. A few months ago, Daring contacted me and brought me a text that appeared to be another diary of Starswirl’s.”

Twilight’s eyes widened. “She found the lost journal? The book that Starswirl took with him when he wandered into the Bad Lands?” The bibliophile in her tried to lunge across the table at the professor, but she resisted the urge. “Where was it? Was Starswirl with it?”

Crescendo shook his head. “She didn’t tell me anything. You’d have to ask her yourself.”

“Oh, I intend to.”

He cleared his throat and continued. “In the journal, Starswirl referenced the night Clover died and confirmed that there was a final prophecy. Only he heard it since he was listening for her last breath at the time. He wrote that the prophecy filled him with the greatest fear, so he etched it in stone and left it in a place where it could never be found.”

“But Daring found it.”

He nodded. “Yes, I think she did.”

“How? Did he leave clues?”

“Only one. That the secret lay below Truth itself.”

Twilight’s jaw dropped. “He meant the Archives of Truth. The last prophecy was underneath the castle all this time.”

“It would appear that way.” He gestured at the board and willed the three lines of ancient unicorn to glow. “For some reason, Daring’s parchment was badly burned. I was only able to translate these three parts of it. First; ‘Sicut visio nocturna desinit, nova luna ascendit.’”

“Luna? As in Princess Luna?”

“I don’t think so. ‘Nova luna’ means ‘new moon.’ It translates to ‘as the Nightmare ends, a new Moon ascends.”

Twilight’s horn sparked and her cup was refilled, saving her a trip. “It could still be talking about Princess Luna. Nightmares ending and new moons ascending? That sounds like her return from banishment.”

Crescendo nodded. “Keep in mind that these lines are out of context. This one; ‘Crystal Thronis et collidam in te.’”

Twilight almost spat out her tea. “The Crystal Throne? As in the throne of the Crystal Empire?”

“That recently seceded from the rest of Equestria. Eerie timing that this was found, isn’t it? Starting to see why I got the shivers?”

Twilight nodded. “’Collidam?’”

“'Shatter.' It reads ‘the Crystal Throne will shatter.’”

Twilight looked down at her hoof, only now realizing how badly she was shaking. “And the third line?”

“’Faciet rex inferrent.’” Crescendo sat heavily at the table. “'The King will make the first move.'”

“Any idea by what that means?”

Crescendo shrugged, regretting his choice of no tea. “Given Clover’s love of games, I’d almost think it was a reference to chess. This ‘King’ will make the first move, setting the game into motion.”

“But the king doesn’t move first in chess. He’s hidden away.”

Crescendo shrugged again.

“Crescendo, why was Starswirl so afraid of this prophecy?”

“He wrote in the journal that he knew in his heart of hearts that since the prophecy came to this world with Clover’s dying breath, it meant that what it foretold would be the death knell for all of Equestria.”

Twilight nodded slowly, drained her cup of tea in a single gulp, and stood. “I happen to be heading to Canterlot anyway.”

“For Mrs. Apple?”

Twilight laughed and shook her head. “Fluttershy, Crescendo. You’ll soon learn that most of us in Ponyville go on a first name basis. And yes, for her. But I’ll tell Princess Celestia about all of this as soon as I arrive.”

Crescendo smiled. “Thank you, Twilight.” He turned his gaze to the kitchen. “But before we go our separate ways, I really wouldn’t mind that cup of tea about now. Lecturing parches the throat so.”

//////////////////////////////////////////////////////

Sweet Apple Acres

Applejack looked back at her snoring marefriend one last time before closing the door to her bedroom. Dash had passed out at Pinkie’s headstone (just as Applejack had predicted) and had put up no resistance to her earth pony lover dragging her back to the Apple Family’s farmhouse.

That business finally settled, she leaned her full weight on the wall and exhaled. She reached up, doffed her hat, and stroked a hoof along the streak of pure white in her blonde mane, a move that had become a sort of stress reflex in the past few years. Contrary to what Rainbow Dash believed, this was a tough day for Applejack as well. For the entire family really.

The thought of the extended clan reminded her that the linens in the guest room needed changing, especially if Caramel was coming over once he finally gave up the ghost on the bar’s floor.

As she headed down the hallway, her gaze was drawn to an open door. Given her current state of mind, she almost didn’t register this as an odd occurrence.

She snapped to attention and rounded on the open door to the storage room.

Just as she’d expected, there was Applebloom.

The young mare was leaning over a journal encased in worn brown leather.

Driven by almost supernatural speed, Applejack crossed the space between them and slammed a hoof down on the cover of Apple Family Secrets. Her other hoof stuffed itself in Applebloom’s surprised face, stifling her scream. Applejack leaned in close. “Rainbow Dash is in my room sleeping off a drunk.” She whispered. “I take it Scarlet’s down for a nap?”

Applebloom nodded.

Applejack let go of the breath she was barely aware of holding in and glared at her younger sister. “What have I told you about this book? Ain’t I told you to leave it be?”

Applebloom spat out her sister’s hoof and returned the glare, eyes level with her sister’s. “I don’t understand why. It says ‘Apple Family Secrets’ on the cover, don’t it? Ain’t I an Apple?” She raised an eyebrow. “Or is that another letter?”

“Don’t you get sassy with me, young lady. Just ‘cause you hit yer growth spurt don’t mean I won’t take you behind the barn and…”

“Applejack?” Applebloom’s tom-boy image faded as she looked back at the book. “Why won’t you just tell me why I can’t read it?”

Applejack’s rage softened and she looked down at the journal. “That book is what folks might call a necessary evil.” The tome almost seemed to twitch beneath her hoof. “I wish I could take it to Twilight, see if there was something she could do about it, but I’m afraid it would make somethin’ bad happen.”

“I don’t understand.”

“And I hope you never have to, little bit. I’ll die a happy mare if nopony else in this family ever has to look in that book ever again.”

Applebloom rolled her eyes, but smiled. “Why you still callin’ me that? I’m almost taller than you.”

Applejack returned the smile and ruffled her mane. “You’ll always be my little bit. And a pain in my flank.”

“The feelin’s mutual.”

The sisters shared a whispered laugh as Applejack returned the journal to its home in the storage room’s big oak chest. “Chores?”

“Already done.”

“Alright. I’ll take care of Scarlet if she wakes up. You go on into town. I ran into Pip while I was there and he said Rumble wouldn’t shut up about you.”

“Thanks.” Applebloom trotted towards the door.

“Applebloom?”

“Yeah?”

“Do you promise me that you will never, and I mean never, read this journal unless it’s given to you?”

Applebloom considered. “I promise.”

“Thank you. Now go see that stallion of yours.”

She was gone.

Alone save for the snores of her love in one ear and her niece in the other, Applejack repeated her ritual of stroking the white in her mane. That had been way too close. Part of her would always want to desperately tell Applebloom why she shouldn’t read the journal unless it was given to her.

The last to do so had been Kindle Apple, the pair’s great grandmother.

She’d read the journal… and then a tree branch had taken her legs from her.

////////////////////////////////////////////////////////////////////////////////////

Macintosh Apple pulled his head from the barrel of water he’d plunged it into and took in a great gulp of air. He shook his head rapidly, spraying water in all directions, then hung his heavy work collar on the barn wall. The day’s chores were finally finished. Finally he could head inside, take a quick shower, and relieve his little sister of foal-sitting duty.

He leaned down to take a drink of the cool liquid he’d just chilled himself in… and almost jumped back in surprise when he found Cheerilee smiling at him from the barn’s entrance.

“Hi Mac.”

Swallowing his surprise, Mac returned the smile. “Howdy Cheerilee. What brings you all the way out here on such a fine day?”

Cheerilee entered the barn proper and crossed the straw covered floor towards the great red stallion. “I was just walking by. Thought I’d stop in and say hello.” She arrived at the water barrel and looked at her reflection within. “May I?”

“A’course.”

Not taking her eyes off her ex-coltfriend, the teacher craned her neck down and lapped up several swallows of the barrel’s contents.

Mac cleared his throat and broke eye contact with her when the liquid motion of her tongue began conjuring some very specific memories.

Cheerilee swallowed her mouthful and sighed. “That always hits the spot. I always seem to get extra thirsty when I come in here. Must be because of that time we…”

“Not to be rude, Cheerilee, but I was just headin’ inside. Ya’ll have a nice day.” He started past her but found his path impeded by her tail. “Cheerilee?”

“Macintosh?”

“What is it yer after?”

“You, not to put too fine a point on it.”

Mac started to smile, trying to see the joke being played on him. “Now Cheers, you know I’m a married stallion.”

“Why did we break up?”

Her tone of voice chased the smile from his lips. He knew this was no joke. “We’re just two different ponies, Cheers. We talked about this after I started dating Fluttershy, remember?”

Cheerilee bristled at the name. “What does she have that I haven’t got?”

Mac raised an eyebrow. “Are we seriously havin’ this discussion?” He shook his head and turned to face her. “Cheerilee, why are you here?”

“Because I love you.”

“Cheers…”

“I’ve always loved you. I thought it would get easier with time, but…”

“Cheerilee.”

She stared at him with real pleading in her eyes. “What?”

“I love Fluttershy, Cheers. She’s my everything. I love our daughter. I love the life we’ve made together.”

“I know that.”

Mac sighed in relief.

“That’s why I don’t mind sharing.”

Mac rolled his eyes and starting leaving the barn again. “I don’t have time for this, Cheerilee.”

“Earth ponies have been herding for thousands of years, Mac. It’s perfectly natural.”

“It’s immoral.”

She started trotting after him. “What’s immoral about having two mares to take care of you? To love you and have your children?”

Mac was getting irritated now. “That’s enough. I don’t know what’s gotten into you, but you need to leave.”

“Mac, I know Fluttershy can’t have foals anymore!” Cheerilee gasped and drew back, shocked at her own voice.

Mac froze. With careful, measured slowness, he rounded on her. “What did you just say?”

“I know you’ve always wanted a big family, Mac, and I can give you that.” She was babbling now, but she didn’t care. “I’m healthy, I’m not too old… We can have as many foals you want. There’s finally something that I can give you that she can’t!”

“…get out.” His whisper carried the force of an explosion.

Cheerilee stopped and brought a hoof to her mouth. “Mac. Oh Celestia, I didn’t mean to…”

“Get. Out.” A bit louder now. His eyes blazed at her with an emotion she didn’t recognize.

“Mac, I…”

“GET OUT!” His words hit her like a cannon, the rage in his eyes driving the bellow from his chest.

Cheerilee opened her mouth to say something, thought better of it, and ran past him. She left him in the barn, alone save for his angry snorting.

A whimper, barely louder than a mouse’s squeak, came from above.

Mac peered up and found his wife watching him from the rafters.

His rage began to fade when he saw the tears streaming down her cheeks. “Is it true?”

She sniffled and nodded.

Mac’s own lip began to quiver. He extended his forelegs and she zipped into his tight embrace. She wept into his shoulder and he buried his face in her now short pink mane. He wanted to ask her a dozen questions, wanted to console her, wanted to make plans for the future.

Most of all, he wanted to tell her how much it didn’t matter, how much he still loved her.

He didn’t have to say any of it.

She already knew.

Chapter 4: Mothers and Fathers

The Bad Lands

The sun was setting, bringing an end to the scorching heat of the day and ushering in the bitter cold of the night. The drones buzzed about quickly. Some preparing the night’s fires, the rest busy constructing large capsules of mucus, most no larger than the average cocoon. Into these constructs they gathered the few meager belongings of their species.

They were preparing to move.

Molt surveyed the activity with a worried eye. He stroked at his membranous beard and muttered to himself in a guttural, long forgotten tongue.

His queen paid him no mind and continued to watch her Changelings with a pleased expression on her face. “You haven’t been this agitated in a long time, old friend.”

Molt finished his muttering and spat a wad of phlegm on the sand. “I still don’t understand why we’re moving out so quickly, your majesty.”

“Since when do you question me?”

Molt cast an eye back at his king, snoozing contentedly on a marriage bed the drones had constructed. “It is not you that I question.”

Chrysalis chuckled and buzzed her wings, relishing in the newfound sense of inner joy that flooded every fiber of her being. “The village is an ideal location to hatch the first clutch. There’s no shortage of emotions there so my young will have plenty of sustenance when they enter this world.”

“It is the lion’s den, my queen!” Molt faced her head on, his need to protect her overwhelming his sense of propriety. “True, the Bearers of Harmony posed no threat to us last time, but should we be discovered… with our numbers? We wouldn’t stand a chance.”

“Something Carapace and I have discussed. We are confident in this course of action. That should be enough for you.”

“Putting aside the fact that this location has been chosen solely for the purposes of the king’s personal vendetta, we are still wholly unprepared. At least let me send a scouting party, so we aren’t flying in blind.”

Chrysalis shook her head. “We don’t know how long it will be before I enter the next stage. If we are to relocate, then we must relocate quickly.”

Molt gritted his teeth. “You majesty, I must be frank with you. Since you have chosen your husband, your decisions have been…” A flash of movement cut off his sentence. He gulped and his eyes widened as he took in the object now pointing dangerously at his throat.

It was the needle-thin end of what could only be described as a scorpion tail extending from his queen’s hindquarters.

“Do you like it?” She whispered. “It appeared just as Carapace and I completed our first coupling. I suppose it’s to help defend my clutch.”

Molt swallowed again, terrified as he felt the stinger push against his throat. “Forgive me, my queen. I only want what’s best for you. For the hive.”

“That isn’t your place anymore, Molt.” With speed like lightning, the tail retracted back into Chrysalis’ being. “Assist the other drones. We move at midnight.”

Molt bowed his head and zipped away.

Still pretending to be asleep, King Carapace allowed himself a small smile as he felt the troublesome old drone’s love for his queen fade just a tiny bit more.

//////////////////////////////////////////////////////////////

The Crystal Empire

“But why can’t I come with you, daddy? I came with you last time.”

Shining Armor smiled down at the little alicorn sitting on the bed next to his packed suitcase. “Because Auntie Luna and Auntie Celestia are sick. And what are they?”

“Ali…ali…alicorns.” The toddler managed, his face breaking out in a wide smile at his success.

“And what are you?”

“I’m an alicorn.”

“Very good.” Shining Armor. “This sickness your aunts have might be affecting only alicorns. I don’t want to risk you or Mommy catching it too.”

“How thoughtful of you.”

His wife’s voice sent a chill through him and he turned to find her standing in the bedroom’s entrance.

“Mommy!” Prince Morning Dew’s little wings flapped quickly and carried him to his mother’s side. “Daddy’s going to see Auntie Luna and Cousin Moon Shadow!”

“So I hear.” Cadance, Empress of the Crystal Empire, strode into her husband’s sleeping quarters and eyed his suitcase. “Morning Dew, why don’t you go get Daddy that picture you drew him?”

Morning Dew gasped with the dramatic surprise that only the very young seemed to possess. “Don’t leave yet, Daddy!” he called from down the hallway.

The silence between the pair was thick enough to cut with a knife. He stared into her eyes and remembered the moment he’d returned home for the first time after his affair had been revealed. In the message she’d sent to Canterlot, Cadance had been forgiving and ready to move on.

All that changed the instant he’d walked into the throne room and informed her of his second marriage.

Shining Armor finally broke from his wife’s gaze. “The message was urgent. I had to pack before I told you.”

“What’s happened?”

“Golden Haze isn’t sure. She just wrote that Celestia and Luna have fallen ill very suddenly. They have to stay on bed rest most of the time to ensure they have enough strength to raise and lower the sun and moon.” He stood on all four hooves and faced her again. “I’m going to see if there’s anything I can do, but mostly to take care of Moon Shadow.”

Cadance rolled her eyes. “Luna’s on bed rest, huh? Cuts out the middlepony for you, doesn’t it?”

Shining Armor sighed and lifted his case with his magic. “Not now, Cadance.”

“No, I understand. Your other wife catches a cold and you come running like the devoted little husband you are.” She smirked. “She’s a lucky mare.”

With an angry snort, he slammed the case to the floor. The crystal surface cracked and spider webbed from the impact. “What more do you want from me?! By what other means shall I atone, o empress?!” He swept the room with a hoof. “You’ve already banished me from our bedroom, barely speak to me during meals, and, lest we forget, seceded our kingdom from Equestria! What more do you want from me?!”

“I… I don’t know.” This time it was she who looked away, her smirk gone. “I just don’t know anymore.”

“You told me that you’d forgiven me.”

“I had… I thought I had.”

“Until I told you about the marriage.”

She nodded.

He exhaled and trotted over to her. “I’ve already apologized for lying to you a hundred times. But you know that I can’t… that I won’t apologize for loving her just as much as I love you.” He reached out and stroked her mane, the first time he’d touched her in months. “Do you know why?”

She took a deep breath and unconsciously rubbed her head against his hoof. “’Because to deny love is among the greatest of sins.’” She looked at him. “You made me quote one of those cheesy fantasy novels you love so much.”

He had forgotten how deep her eyes appeared to be when she was this close to him. “You remembered.”

“I’ll never forget.” She inched forward.

They kissed, and it was as though the past months were but a memory. Sparks flew from the tips of their horns as they touched and the light of truest love flowed through them like water.

They parted, and she nuzzled him. “Okay.”

“Okay?”

“Okay. We’ll talk.”

“We?”

“Yes. Me and you. And then…” She chewed on the next word like it was a piece of long expired fruit. “…Luna.”

Shining Armor stared at her incredulously. “You’re serious?”

“Yes.”

“Why the sudden change of heart?”

“Because I miss you, and if getting you back means I have to share you, then so be it.” She narrowed her eyes at him. “Just don’t expect me to suddenly be okay with it. It’s going to be a process. A very long, drawn out process.”

He nodded. “And the Empire?”

“I was rash, yes, but our fixing our marriage comes before fixing the kingdom.”

He chuckled. “That’s a little selfish.”

She chuckled back. “I have to learn how to be okay with sharing you. I’m allowed a little selfishness.”

“And we’ll have to tell Morning Dew that Moon Shadow isn’t his cousin.”

“One thing at a time, my love.”

They both laughed and kissed again. It felt good to laugh.

For a moment, the world seemed to melt away…

“Mommy? Daddy? What are you doing?”

The pair turned to find the little blue alicorn holding a painted picture with his magic.

Cadance looked back at Shining Armor. “We’re fixing things, Dewdrop. Starting to, anyway.”

He smiled, planted one last kiss on her lips, and then knelt to his son. “What’s this?”

Morning Dew grinned and displayed his latest masterpiece; a number of crudely drawn shapes in various colors, all with just enough detail to make their species identifiable. “It’s me and you and Mommy and Auntie Twilight and Auntie Luna and Moon Shadow and Auntie Celestia!” He took in a great gulp of air. “It’s all of us together.”

He smiled, taking the picture. “I’m sure they’ll love it.” His magic carefully rolled the paper and tucked it into a pocket of his case. “You’ll take care of your mother until I get back?”

Morning Dew carefully stood on his hind legs and attempted a salute.

Shining Armor returned the salute then grasped his son in a warm embrace. “I love you, Dewey.”

“I love you too, Daddy.”

He put him down then faced his wife again. “I’ll be home soon.”

She offered a smile and a nod.

With a final wave at his son, Shining Armor gripped his case with his magic and headed out the door. “Now where’s my escort?”

Cadance waited until Shining’s hoof-steps had faded, then allowed her horn to send a signal out the door. In seconds, a panting orange pegasus clad in armor came galloping in. A heavy saddlebag was strapped to his barrel. Despite his tired demeanor, he managed a salute. “Yes, your highness?”

“Flash, you’re late.”

“Sorry. Short notice. Had to pack.” He managed in between pants.

Cadance rolled her eyes. “Please remember that you’re going on this trip to ensure Shining Armor’s safety.”

“Why else would I have volunteered?”

“Your ‘secret’ relationship with Luna’s student.”

Flash Sentry was suddenly seized by a violent coughing fit.

“Just bring him back to me.” She implored.

Another salute, and he was gone.

Cadance’s magic lifted her little prince onto her back and she smiled at him. “Why don’t we go see if we can sneak some cookies out of the kitchens?”

“Yeah!”

Laughing with her precious foal, Cadance tried to shake off the uneasiness she felt. She tried telling herself that it was simply jitters, nervousness at the inevitable thrashing she would take when she faced Celestia again and was forced to swallow her pride when she talked to Luna.

But something else told her it was fear.

A nagging fear that she would never see her husband again.

/////////////////////////////////////////////////////////////////////////

Canterlot Castle

Golden Haze, Captain of the Royal Guard, almost choked on her doughnut when the purple alicorn flashed into existence in front of her. “Princess Twilight?” She managed to cough out with a rough bow.

“Hi Golden Haze.” She bid the pegasus rise and looked around the throne room. “I need to speak with Princess Celestia.”

Pounding her chest to clear the last cough, she looked at the young princess. “She’s on bed rest. There was an incident in the caverns and…” But the princess was already gone in another flash of light. Already knowing the destination, Golden Haze spread her wings and blasted down the corridor towards Princess Celestia’s bed chambers. She quickly found the great oaken door and pushed it open. “Your majesty. Pardon the disturbance, but…”

“My most faithful student has come to pay me a visit.” Celestia’s voice was weak but pleased as she looked at the young alicorn that knelt by her side. “Thank you for telling me.”

Golden Haze rolled her eyes good naturedly and made to close the door. “Anytime, your majesty.”

“How did this happen?”

Celestia laughed at her former student’s worried expression. “Nothing serious. I simply over-exerted myself dealing with a pest problem in the caverns. I should be right as rain in no time. Luna’s already up and about.”

Twilight’s eyes widened. “What happened to Luna?”

Celestia shrugged. “It would appear that somehow our magics have become linked, probably when I used the Elements on her all those years ago. When I used all of my magic, the exhaustion of force seems to have struck her as well.”

Twilight sighed in relief. “Good. As long as one of you is up and about, then at least the moon and sun will be taken care of.”

Celestia bit her tongue, reminding herself that no one outside of Luna and herself knew of the fact that the celestial bodies were no longer under their control. “That’s correct. And your brother is on his way to assist in taking care of young Moon Shadow.”

Twilight’s worry faded into a wide smile. “I guess I came to Canterlot at just the right time then.”

Celestia nodded. “Now, why do I get the sense this isn’t a pleasure call?”

Twilight’s smile faded. “It’s… kind of a long story.”

Celestia patted the side of her great bed with a hoof in obvious invitation.

Twilight clambered onto the bed as she had done so many times as a filly and told her mentor everything Crescendo had told her. She talked about the translated bits of prophecy and Crescendo’s intense fear of the passages.

Celestia listened until she was done, then knelt her head in silent contemplation. “So… there were secrets that Starswirl kept even from me.”

Twilight nodded. “Is Daring Do still in the city? I have some questions about how she found the lost diary.”

Celestia stiffened. “I’m afraid Miss Do has already departed for parts unknown.”

Twilight sighed. “That mare never can keep her hooves in one place for too long, can she? I’ll just have to write her a letter.”

Celestia said nothing.

“Anyway, I’m telling you all of this because I share Crescendo’s unease.”

“Indeed. Given current events, the mention of the Crystal Throne is more than a little strange for my tastes.”

Twilight jumped off the bed and stretched. “I was thinking of going down into the Archives of Truth. I could read Starswirl’s original diaries again, look for clues about what any of this could mean.”

Celestia smiled. “An excellent idea. Give me another day or so of rest and I’ll happily join you. It’ll be just like old times.”

Twilight returned the smile. “As great as that sounds, I would hate to impede your recovery. I’m sure Brother Veritas can help me translate the texts just fine.”

Celestia stiffened again. “I’m afraid that Brother Veritas is having a… difficult time reading these days. I’m sorry, but I must insist that you do not go to the Archives without me.”

Twilight Sparkle very rarely questioned the goddess who had shaped her into the mare she was today. She saw no reason to start now. “Alright.”

“Thank you.” She stretched and yawned in an almost exaggerated manner. “Now, why don’t you go see your nephew? I feel a nap coming on.”

Twilight nodded and turned. The initial reason for her visit to Canterlot popped into her head at the last second and she once more faced the goddess. “Princess Celestia?”

“Hmm?”

“Fluttershy came to me today and asked me to use the ancient unicorn fertility spell on her.”

Celestia stopped snuggling into her pillow for a moment. “And what did you tell her?”

“That the old spells were dangerous, hardly successful, and sometimes even deadly when cast on non-unicorns.”

“So, if you’ve already set your mind against using them, why come to me?”

“Do you…” Twilight sighed and looked down at the room’s plush carpeting. “Is there anything you could do to help her?

“Have they considered adoption?”

“Yes, but Fluttershy said that she’d prefer other possibilities first. I think she’s scared that a foal she didn’t have herself wouldn’t love her as much.” Twilight looked up hopefully. “Are you saying there’s nothing you can do?”

Celestia considered the question. “No, I don’t think there is. The sad truth is that some mares are simply more fruitful than others. Fluttershy will simply have to be happy that her body was strong enough to bring even one foal into the world.” She took another pillow and cradled it in her forelegs like a stuffed animal. “Some mares never get to feel the joy of motherhood at all.”

Twilight nodded. “I’m sure if you of all ponies could live all these years without knowing that feeling, then Fluttershy will have to be fine having only known it once.”

The pillow clutched against Celestia was suddenly a snoozing infant, her coat almost seeming to glow. Celestia blinked, and it was a pillow again. She felt tears beginning to gather. “But I did experience that feeling, Twilight.”

“You did?”

Celestia looked back at her and smiled. “With you, my most faithful student.”

Twilight returned the smile. “Rest easy, your majesty.”

When Celestia heard the door click back into place, she returned to that one night so long ago. The one night she had spent with her only foal.

She slept, and she dreamed of her little Eden.

Chapter 5: One Day in Ponyville (Morning)

Ponyville

Crescendo struggled to find the right words, but time seemed to be standing still. How long had it been since Rarity had walked Dimmy down the path towards the schoolhouse, the pair of them waving good-bye to Spike and himself as the morning birds sang their sweet song? How long since Spike had asked him to come inside and pulled the small box from some sort of pocket in his scales? Seconds? Minutes?

“Do you think she’ll like it?”

Crescendo barely registered the young dragon’s nervous growl, so intent was he on the shining bauble resting in the red satin interior of the box. “She’d be a fool not to.” He craned his neck forward for a closer look. “Spike, wherever did you find this?”

Spike chuckled and looked at the large and perfectly cut sapphire. “I made it. Took me months to take out every little flaw.”

“It shows.” Crescendo’s gaze drifted down the large gem’s side and took in the delicate curve of the adjoining golden ring. “So you’re finally going to ask her?”

Spike nodded.

“Well ‘hoc est, de tempore,’ you slowpoke!” Crescendo laughed loudly and clapped a hoof on the taller dragon’s shoulder. He made his way towards the liquor cabinet. “Honestly, you’re more tortoise than dragon.”

Spike laughed as well and returned the ring to his scales. “I know, but I just haven’t been able to work up the nerve.”

Crescendo floated over a glass of brandy that the dragon took gratefully. “Fortune favors the bold, Spike. That’s what my father always told me.” The beaming unicorn made to fill his own glass. “I must ponder your reasoning, however, for telling me ahead of time.” He looked back with a smirk. “Need a best stallion? I threw quite the bachelor party in my youth.”

“Actually, I was going to ask if you would consider giving her away.”

A shot echoed around the room as Crescendo’s magic shattered his glass. Slowly, he faced the purple dragon. “Spike… I’m flattered, really. But she’s, uh, she’s hardly mine to give.”

“Rarity’s father died years ago. She has no family left except for our little clan.”

“Spike…”

“Crescendo, I know she’d want to do this as traditionally as possible. You’re honestly the best option.”

Crescendo noted the shattered bits of glass still suspended in his magic and quickly reconstituted them into a usable glass once again. He filled it and drained the warm liquid in a single gulp. “Spike, it’s hardly appropriate.”

“Why?”

“Because Rarity and I had no relationship to speak of less than a year ago, outside of a small side of procreation almost two decades in the past.” He made to refill his glass, suddenly happy he had no class to teach that day. “There must be somepony else. Anypony else.”

“There isn’t.” Spike crossed the room and rested a claw on Crescendo’s shoulder. “You and Dimmy are part of our family now. Rarity considers you one of her very best friends in all the world. There’s nopony else I know she’d feel comfortable with walking her down the aisle.”

Crescendo resisted the urge to slam back the brandy once again and contented himself with a mere sip. “One of her best friends, you say?”

“Yeah. The very best.”

Crescendo sighed heavily and smiled up at his reptilian friend. “Alright, I’ll do it.”

Spike laughed and hugged the unicorn tightly, lifting him off the ground. “Thank you so much!”

When breathing started to become difficult, Crescendo tapped a plea for release on the dragon’s scales. Back on the ground, he gathered himself and smiled. “So… when are you planning on asking her?”

“This weekend. We’re taking the train to Canterlot for the new production of Les Marisables.”

“Sounds perfect. I wish you all the best. She’s quite the catch, our Rarity.”

Spike grinned. “She’s one of a kind.” He snapped his claws in sudden remembrance. “Almost forgot! I have to run some errands while Rarity goes to see Mayor Mare.”

“The mayor? Why ever for?”

Spike shrugged. “She got a summons right as we were leaving the house.” He started towards the door. “See you later, old timer.”

Crescendo raised his glass in salute. “I’ll see you at dinner tomorrow, gecko.” Crescendo’s smile lasted until he heard the front door close. The corners of his mouth dipped downward and the reconstituted glass once again fell into a million tiny pieces. He considered grabbing another from the cabinet.

Instead, he wound up taking the entire bottle into his study.

////////////////////////////////////////////////////////////////////

Mayor Mare’s assistant offered Rarity a smile. “You can go right in.”

Rarity returned the smile, gave herself a final once over in a nearby mirror, then pushed her way into the office of Ponyville’s elected leader. “You wanted to see me, Madam Mayor?”

“Rarity!” the silver-maned politician waved from across her desk. “Come in. We’ve been expecting you.”

Rarity watched as the two ponies already sitting in front of the Mayor’s desk turned to face her. She opened her mouth in greeting… but her tongue refused to extend the pleasantry.

The mare was a unicorn, gray of coat and pink of mane. She looked at Rarity with disinterested, dark eyes and snapped the gum she was chewing. The alternately laughing and sorrowful masks that made up the well-known symbol of drama adorned her flanks.

The stallion had a face she’d never forget. His white coat reminded her of shattered illusions of how a noble was supposed to act. His golden mane whispered to her of long-standing dreams broken to bits in a single, embarrassing night.

“Pr-Prince Blueblood?” The seamstress stammered. Old anger began to bubble up from inside her and she glared at him. “Forgive me, Madam Mayor, but it seems you’ve summoned the wrong pony. When dealing with this one, surely somepony who works at the dump would be better suited to the task!”

Mayor Mare gasped at the unicorn’s rudeness. “Miss Rarity!”

Blueblood cleared his throat. “It’s alright, Madam Mayor. The Lady Rarity and I didn’t have the best of initial meetings. But I thought, given how we last parted, that some of the past fury had dissipated.”

“If you’re referring to Fancy Pants’ function, I hope you didn’t take my politeness as forgiveness.” She raised her nose in dismissal. “It took every ounce of my willpower not to hurl you over the cliff.”

“Како се осмелуваат да зборуваат за мојата љубов на таков начин, ќе негодуваше крава!” The grey mare cried in a rapid tongue Rarity did not understand.

Blueblood took her hoof and stroked it slowly. “Да биде лесно, кралице. Дозволете ми да се грижи за тоа.” He returned his gaze to Rarity. “Forgive me. I forgot to introduce this lovely creature. This is the Duchess Janice of Maredonia. My wife.”

That word, and Blueblood’s almost gentle tone, caught Rarity completely off-guard. “Wife?”

“Yes. I met her while acting as an envoy for my Aunt Celestia. We bonded over shared interests and quickly fell for each other. Her love has taught me a great many things, not the least of which is humility. And regret.” He bowed his head. “I know that I can never undo the damage I did the night of the Gala, but I can at least offer an apology for my ungentlemanly behavior.” Something behind his eyes seemed to flash at her.

The flash and his tone seemed to temper the flame of hatred in her heart. Her mind began to cloud and she had to strain to remember why she was so angry. Something to do with cake? What a silly thing to hold a grudge about. Her glare softened. “I suppose I should also apologize for not acting very lady-like just now.” She focused on the still fuming grey unicorn at Blueblood’s side. “I’m sorry to you as well, my lady.” She offered with a slight bow.

Janice huffed but gave a small nod. “Your apology is being acceptable.” She muttered in a thick accent.

Blueblood chuckled. “My beloved’s grasp on the Common Equestrian tongue grows every day.”

Mayor Mare exhaled, relieved that the tense situation was diffused. “Prince Blueblood was just telling me of his plans to build a summer home here in Ponyville.”

“Ponyville? Why?”

“A secluded, almost backwoods town? No other nobles to speak of? It’s the perfect rustic getaway for my new bride and myself.”

“And our small ones.” Janice chimed in hopefully.

Blueblood chuckled. “In time, my love. In time.”

Mayor Mare gestured out the grand window behind her. “We, of course, welcome anypony new to town. But where do you intend to build such an estate?”

Blueblood bowed his head in concentration. “I seem to recall passing a large plot of undeveloped land on the east side of town...”

“That’s the new park.” Rarity chimed in. “Or, at least that’s what it’s supposed to be. Filthy Rich keeps pushing off the development.”

“That stallion is planning a mayoral campaign with that money, I just know it.” Mayor Mare muttered.

“The place is being perfection for little palace.” Janice snapped her gum again.

“I quite agree, my pet.” Blueblood straightened his tie. “I’m sure I could persuade this Mister Rich fellow to speed along development if I offer him the contracts for our new getaway.”

“You want to build your summer house… in the new public park?” Rarity asked in confusion.

Blueblood shrugged. “Why not? Think of it as a big backyard.” He tossed back his long mane, putting on a bit of his old royal airs. “I’m not saying we won’t have a fence…”

Three of the ponies shared a laugh.

The grey unicorn simply chuckled non-committedly,

Once the laughter had petered off, Mayor Mare focused on Rarity. “I asked you here, Miss Rarity, because I knew that you of all ponies could give their majesties a tour of the town befitting their station.”

Rarity offered her most generous smile. “But of course I can. I can even lead you right to Filthy’s office.” A flash of inspiration hit her. “And I’d like to extend an invitation to both of you to have dinner at my house tomorrow night.”

“Oh, we couldn’t impose…”

“I insist.” Rarity gestured at the door. “Shall we?”

The three unicorns bid farewell to the Mayor and left the office.

Once they were gone, Mayor Mare’s assistant joined her employer in the office. “That went well.”

“Yes, I think it did.”

“Why Rarity of all ponies? If you don’t mind my asking, ma’am.”

Mayor Mare shrugged. “His highness requested her by name.”

The assistant giggled. “He’s quite charming. Not sure about the Duchess, though. She’s a bit stand-offish. And what kind of name is Janice?”

The Mayor shrugged. “Well, she is foreign.”

///////////////////////////////////////////////////////////////////

“I trust there will be no further issues?” Cheerilee asked the sulking colt sitting before her desk.

“No, Miss Cheerilee.” Pound Cake pouted, upset at having to be held back on what was supposed to be a half day of school.

“Very good.” She let her stern demeanor slip and offered a nurturing smile. “Given how well you improved on the last test, and that you seem genuinely remorseful for your scrap with Sparkler, I suppose I’ll just forget to tell your parents about this little situation.”

Pound’s attitude changed in an instant. Suddenly the young pegasus was buzzing above his seat. “Really?”

Cheerilee nodded. “And I wouldn’t worry about Sparkler making any more comments about your sister. If he’s not afraid of crossing you again, then he’ll certainly be afraid of me.”

“Thanks, Miss Cheerilee! You’re the best!”

Cheerilee dismissed him with a wave and bent to examine the papers on her desk. She listened to the fading sound of his flapping wings and allowed herself a relaxed smile. This was just what she needed after the fiasco with Mac. She needed to throw herself into her work, to remind herself of her purpose. This was what she was best at. This was what she was meant to do. She didn’t need to bother herself worrying about stallions that were forever out of her grasp. She had plenty of good years left to worry about that.

There had been a moment the night before she had briefly panicked, worrying about how the other ponies in town would think of her when word got around of how she’d embarrassed herself. In the end, she’d calmed herself with the knowledge that the Apples would guard what was said in that barn to the utmost of their abilities. They knew to keep these things quiet.

She looked up… right into the glaring eyes of the Apple Family matriarch.

Stifling the scream that rose in her throat, Cheerilee refused to look away. “Fluttershy.”

“Cheerilee.”

The tone in the normally peaceful pony’s voice terrified Cheerilee more than the howl of a Timber Wolf. “Is… is there something I can help you with?”

“You know why I’m here.”

Cheerilee nodded slowly. “I’m sorry.”

Fluttershy’s eyelids tightened even more. “Do you think that’s enough for what you did?”

The teacher hung her head. “No.”

“No. No it’s not. What you said, what you did… it was worse than inappropriate! It’s the most awful thing anypony’s ever done to me! I thought we were friends, Cheerilee.”

“We are…” but Cheerilee’s response was killed when she saw the intensity of what was in the yellow pony’s eyes.

“Bad enough that you told Macintosh something that I hadn’t told him yet, but then you try to steal him away? Or to force your way into our marriage? I thought you were a more mature mare than this.”

Cheerilee’s shame was licked by a sudden spark of anger. “Fluttershy, you have every right to be angry with me, but that doesn’t mean you can talk to me like a school-filly.”

Fluttershy bared her teeth. “Why not? It’s what you were acting like in my barn.”

“It’s MAC’S barn!”

“IT’S OUR BARN!” Fluttershy so rarely raised her voice in anger, the air itself seemed so surprised that it stood still. “IT’S OUR BARN ON OUR FARM AND HE’S MY HUSBAND! WHY CAN’T YOU JUST ACCEPT THAT?!”

“BECAUSE IT SHOULD’VE BEEN MINE!” Cheerilee shouted right back. “AND IT WOULD’VE BEEN TOO, IF HE HADN’T STARTED DATING YOU!” She snorted angrily. “If you thought that I was going to pass up my last real chance to finally beat you, then you’re a fool!”

“Beat me?” Fluttershy cocked her head. “For Celestia’s sake, Cheerilee. We weren’t competing.”

“Oh, of course we weren’t. Because no mare in town can compete with you. Sweet, beautiful, innocent little Fluttershy, more comfortable in the company of animals than her fellow ponies. Former super-model. Never gives any stallion a second glance.” Cheerilee gestured to the door. “You could have had any stallion in this town with a word… and you had to pick the one that was supposed to be mine.”

“…We don’t pick who we fall in love with.”

“No. No we don’t.”

The two mares stared daggers at each other, both tensed in case the other decided to become physical.

“I should tell everypony what you did. I should make you so despised in this town that you have no choice but to leave, never to darken my door-step ever again. I should hate you right now…”

Cheerilee waited.

“…but that’s just not in me.”

All the emotions that had built up in Cheerilee left her at once and she almost physically deflated. “What?”

Fluttershy exhaled heavily, calming herself. “You’re my friend, Cheerilee. You have been since we were fillies. I’m not going to throw all that away just because you’re having a hard time right now. I just hope that one day you’ll eventually get past this and accept that what’s done is done.” She turned to leave. “And I hope that day comes before you start teaching our daughter.”

When she was gone, a thousand thoughts ran through Cheerilee’s head. She wanted to crawl under her desk and bawl her eyes out. She wanted to tear the classroom apart with her bare hooves. She wanted to rant and rave about perfect, wonderful Fluttershy and vent her frustrations in a scream that would shatter the very glass of the building.

But no. She was a mature, adult mare.

She gathered her belongings and made ready to lock up for the day.

Mature, adult mares had other ways of dealing with things like this.

///////////////////////////////////////////////////////////////

Nursing a pleasant buzz. Professor Crescendo answered the hard knocks on his front door with a wide smile on his face. The slightly inebriated smile only got wider when he saw his fellow teacher standing on his porch. “Cheerilee! What brings you to my humble abode?”

She strode right in, not waiting for an invitation. “Is it too early to have a good stiff drink with a friend?”

Crescendo considered, then shut the door. “Madam, the day that I turn down a drink with a beautiful mare is the day they put me in the ground.”

Chapter 6: One Day in Ponyville (Evening)

Ponyville

Filthy Rich considered himself to be a pony of fine taste, hence the alarming amount of money he tended to sink into his office. Suri, his beautiful wife, would sometimes raise her voice in objection, but he knew it was just a ploy to convince him to buy her something even more expensive. When she’d been a filly, his little Diamond Tiara had loved visiting the office. He’d lost track of how many times his tiny princess had fallen asleep on the couch in the corner, called to dream-land by the lullaby of the enchanted speakers cleverly hidden in different parts of the room playing gentle Heythoven. He’d often catch her sitting behind his great oak desk (one of a kind and built from Timber Wolf carcasses) pretending to fire some hapless individual.

But there was more to business than hiring and firing. Sometimes there were very important ponies to talk to.

He offered his most disarming smile to the pair of nobles sitting in front of him and gestured at the map of Ponyville now taking up most of the desk’s surface space. “The area of the proposed park is a solid twenty acres of land. If ya’ll are seriously in love with the area, then I recommend purchasing at least four of them.”

Blueblood raised an eyebrow upon spying several suspicious red marks on the map. “It looks like we’re hardly the first ponies you’ve made this offer to.”

Filthy chuckled and leaned back in his plush chair, stuffed with the feathers of a now extinct avian resident of the Everfree Forest. “The Mayor sold me that land with the understanding that I would convert it into a public park, but twenty acres? For a park? For free?” He grimaced and jokingly clutched his hoof to his chest. “No, that land is just perfect for Filthy Acres; a development of five estates for the equine elite.”

“Of which you would be liking to include us.” Janice popped her gum.

Filthy shrugged. “The PR alone would be heaven-sent. I’ve only sold two of the homes thus far and one of those is to myself.”

“The other?”

“The lovely Sapphire Shores.”

Blueblood looked at the map once again. “Quality neighbors.” He sighed and tossed his mane. “Mr. Rich, you seem to be a shrewd business stallion.”

“I like to think so.”

“Then I’d like to be frank with you; I intend to burn this town to the ground, salt the earth with the charred remains of the ponies that live here, and make it the base of operations of a full-scale invasion of Equestria as a whole.”

Filthy opened his mouth to respond, closed it again, and finally offered a slight, uneasy smile. “I beg your pardon, but I don’t think I heard you right.”

“Oh, enough of this.” Janice spat out her gum and glared at Ponyville’s top entrepreneur.

Filthy watched in amazement as his two guests seemed to catch fire. Green flames coated their flesh, melting it away and revealing chitinous, glistening exoskeletons. Clear, thin wings grew from their back and their horns took on a jagged appearance. The flames faded, and the Prince and Duchess were gone.

A King and Queen sat before him now.

Filthy could have screamed. He could have called for help. He could have dived out of the window.

Instead, he swallowed hard, straightened his tie, and acted as though nothing had happened. “So, now that we’re shootin’ straight, why don’t ya’ll tell me what it is you’re really after?”

Chrysalis stared at the stallion in disbelief, puzzled at the taste of his emotional aura. “You… you aren’t frightened?”

Filthy shook his head. “Your majesty, your husband was right. I am a shrewd business stallion, and I didn’t quadruple my family fortunes by not getting my hooves dirty from time to time.”

Carapace laughed. “You see, my love? He’s just the kind of pony we need.” Carapace’s horn sparked and the town map was illuminated. “Mr. Rich, my wife and I are expecting to start a family in the near future.”

Something in the bowels of Chrysalis’ being twitched and she winced slightly. “The very near future.”

“Our children are going to need a large and ready food supply once they arrive. That’s where Ponyville comes in.”

“Reducing an entire populace of ponies into something akin to cattle?” Filthy grinned. “The thought is tempting… if only from a business perspective. I take it this manor house of yours would be a sort of nursery?”

The Changelings nodded.

“And I suppose you’d want it built as quickly as possible?”

“In the next few days.” Carapace sent a spark of love into his queen who shuddered at his psychic touch. “Just in case.”

“That’s a tall order, your majesties. I’d have to have the workers start tonight and work non-stop…”

“If that’s what you have to do.” Chrysalis felt her new tail beginning to coil. She did not trust this stallion.

“Oh, it’s no trouble. If I pay them enough, they’ll do whatever I say. But it seems the issue of my payment is still the one thing unresolved here.”

“Your payment?” Chrysalis hissed.

“You can’t get somethin’ for nothin,’ your majesty.” Filthy regarded the glowing map. “You’re asking me to hand over a town that I own roughly sixty-seven percent of thanks to mortgages and loans. I can’t be expected to just hand it over a silver platter.” He raised an eyebrow. “What do I get in return?”

“You impertinent… you’ll get your life!”

Filthy raised a hoof. “An excellent starting point for negotiations. My life is a good start, but I think we can do better.” His eyes fell on the framed picture on his desk; his lovely Suri and precious Diamond Tiara. “I don’t just want my life, but the lives of my wife and daughter as well.”

Chrysalis made ready for a retort, but Carapace stopped her. “Be calm, my love. What are three when there are hundreds more?” He smiled at the brown stallion. “Safe passage from town for you and your family sounds reasonable. Though I recommend going a bit farther than the next town over.”

“I have a winter home in Zebora. I trust your new kingdom won’t reach that far?”

Carapace considered the idea but shook his head. “Equestria will be plenty big enough I think.”

Filthy Rich extended a hoof over the map. “Then we have a deal?”

Carapace touched his hoof to Filthy’s… and the glowing map burst into flames.

Filthy fell back in his chair as the map was reduced to cinders. The green flames spread across the desk and washed across the Changelings. Their fleshy disguises reappeared in a matter of seconds. “That’s quite the trick.”

Blueblood ignored him, helping Janice to her feet. “When will the house be ready?”

Filthy looked at the drawer that held his blueprints. “If you don’t care about specifics, I can have the place fully built by this Saturday. The vault slash cellar will be done and covered up by… oh, tomorrow night.”

Blueblood gave an impressed look. “So quickly?”

“I’ll want to be on my way as soon as possible.”

Blueblood laughed. “And so you shall. Come to the estate on Friday evening for your payment.”

Filthy opened his mouth to respond but the royal couple were already gone. He composed himself and pressed a button on his desk. “Candy?”

“Yes sir?” His secretary’s voice answered.

“Before you leave today, I need you to contact the Hammer Brothers. Tell them to be at my office in one hour.”

“Yes sir. Anything else?”

Filthy remembered the burning map of Ponyville. “I need an appointment with Pro Bono in the morning. I need to update some insurance policies.”

///////////////////////////////////////////////////////////////

Crescendo gaped at Cheerilee as she finished her story and polished off her latest glass of brandy. “You actually suggested he start a herd?”

Cheerilee shrugged as she tipped the bottle with unsteady hooves, relishing in the sound of her glass filling once more. “It seemed like a good idea at the time.”

Crescendo was unmoved. “Where this sudden romantic interest in herding came from is beyond me. Do any of you mares know why herding fell out of practice? It was a barbaric custom that could have wiped out the whole earth pony genetic line! I’d go so far as to put it on the same level as the unicorn’s disgusting genetic manipulations and inbreeding!”

Cheerilee’s quiet laugh echoed from the inside of her glass as she took another drink.

“It’s hardly a laughing matter, madam!” Crescendo made to take another sip himself only to find his glass horribly dry. “Do those romance novels about herding talk about how a mare would have to give herself to every stallion in the herd when she learned she was pregnant? She would have to create the idea that any of them could be the father. Otherwise, those other males would…”

“Okay. Okay. I get the picture.” Cheerilee waved him off as he magicked the bottle away from her. “Aren’t you worried about Dimmy hearing this conversation?”

“No worries. He’s at a friend’s house tonight... don’t change the subject!” He shook the bottle at her slightly. “What in the wide world of Equestria possessed you to…?”

Cheerilee threw her hooves up with exasperation. “I was desperate, okay? It was a gamble.”

“Gambling’s a terrible habit.” Crescendo muttered as his glass refilled. “You’re better off removing yourself from the table entirely.”

“Like you did with Rarity?”

Crescendo froze and cut eyes at his fellow teacher. “I don’t know what you’re talking about.”

Cheerilee rolled her eyes and took another sip of warm alcohol. “I’m not blind, Crescendo. I’ve seen the way you look at her. I’m surprised Spike hasn’t.”

Crescendo snorted into his glass. “Spike.” He muttered derisively.

“What about him?”

Crescendo looked at his glass. “I think we need something a little stronger for this.” He left the couch on unsteady legs and made his way to the liquor cabinet. “Have you ever tried Appleachian Whiskey?”

“Las Pegasus, my sophomore year of college. I drank ten shots in ten minutes and woke up the next morning on the hotel bathroom floor. A zebra was braiding my mane and my best friend was in the shower with her new husband, the one she’d met at the bar just the night before.”

Crescendo chuckled as he unscrewed the bottle’s cap. “How are they these days?”

“I’m going to their vow renewal ceremony next month.”

He returned to the couch with two shot glasses of the burning liquid. “And the zebra?”

“We dated for eleven months. My parents were furious.”

The two teachers shared a slightly drunken laugh. Crescendo raised his glass. “To our youth.”

Cheerilee mirrored his action. “Where the hay did it go?”

They drained the glasses and winced as the hot liquid burned down their throats. Crescendo recovered first. “So… what were we talking about again?”

“Spike.”

“Right.” Crescendo immediately regretted not bringing a second shot with him, because the cabinet now looked very far away. “The lizard has informed me that he intends to ask for Rarity’s hoof in marriage.”

“Okay…?”

“And he wants me to give her away at the ceremony.”

“Oh? Oh!” Cheerilee looked down at her glass. “That is rough.”

“It shouldn’t be.” Crescendo lowered the shot glass and made to refill his brandy glass. “There’s no reason I should still be hung up on some mare I had a one night stand with back in college.”

“About as much reason I should have for still being hung up on a stallion that I didn’t start dating until after we drank a love poison.”

“…Come again?”

“Long story.” She held out her own glass for a refill.

“I just don’t understand it. I thought I had moved on, really. But then… I don’t know. That night Sweetie Belle first brought me to Ponyville, it all came rushing back.” He chuckled. “I’m a respected professor at Equestria’s premiere musical academy, I’ve been married, divorced, and have two children… that I know of.”

Cheerilee choked on her drink and tried to subdue the dueling laugh/cough that followed.

“I’ve lead a life, is the point I’m trying to make. I’m not some young stud anymore. But that night, when I looked at her and kissed her hoof… I was in college again. I was young.”

Cheerilee had finally calmed herself and she stared at the fabric on the couch. “I never had the best love life. Two or three serious relationships, but nothing that felt like they would last forever. Not until I met Macintosh Apple. He was everything I’d ever seen myself wanting in a husband; strong, a provider, good genes… and he was sweet. So very quiet and sweet. After the, ah, ‘incident’ involving your daughter and her friends, I took my chance and asked him out for real.”

“And how’d that go, if I may ask?” Crescendo lifted the bottle, saw it was empty, and pouted.

“Splendidly… for about two months. Then we just kind of… drifted apart, I guess. We never really made it public or serious. Every now and then I would send some hints his way that I was still interested. I would swoon in the audience when he sang with the Ponytones or I would ‘accidently’ bump into him at the market buying something a little saucy. Sometimes he would reciprocate, sometimes not. We were on one of those breaks when he met Fluttershy.”

“And he never looked back.”

Cheerilee peered into the dark liquid in her glass. “Not even once.” She drained the glass fully, considered smashing it, but settled on placing it on a nearby table. “I thought I could let him go, but I just can’t for some reason. If I had to guess, it would be that I saw him as my last chance.”

Crescendo finished the last drop of his own brandy and set the glass aside. “Last chance?”

“My last chance at having the family I’d always wanted. Of not being a childless old maid.”

Crescendo snorted and pulled himself toward her. “Last chance nothing. You, my dear, are in your absolute prime. You are a respected and vital part of your community, you are beloved by all who know you, and the beauty of your mind is outdone only by the rest of you.” The alcohol had made his tongue looser. He put a foreleg around her and pulled her into a hug. “You are what today’s youth would call a catch.”

Cheerilee unconsciously snuggled into the unicorn’s white fur. “And you, professor, are absolutely brilliant. You’re devilishly handsome, positively charming, and, if the two that currently exist are any indication, have the tendency to aid in the creation of absolutely incredible offspring. Any mare would be lucky to have you.”

Crescendo found himself lowering his muzzle into her mane and inhaling. “…'Lubam olet in campum florum aestivo die.’”

Cheerilee smiled. “’Tunc iter occubuitque eis sol calore.’”

Her understanding of his words and her response to them almost startled him. He pulled back and tilted her head to face his. He peered at her, almost studying her loveliness. "Where did you learn...?"

"It was my favorite class in school. And I was the president of the Ancient Unicorn Society my senior year."

"Huh. That’s funny.”

She raised an eyebrow. “What is?”

“…I have the strangest urge to kiss you right now.”

Cheerilee smiled and leaned forward. “Oh. That is funny.”

“Why?”

“Because right now I’m wondering why you haven’t yet.” She whispered, closing her eyes.

His lips met hers tentatively at first. She tasted sweet, and he knew not all of that was brandy.

She wrapped her hooves around his neck and pulled him in closer.

The two teachers sank down onto the couch, their embrace becoming more forward and passionate with each passing moment, their thoughts, doubts, and latent desires for those unreachable washed away by warm spirits and touches that were warmer still.

////////////////////////////////////////////////////////

Lurking outside the cottage’s window, testing out his new disguise, the Changeling called Molt eavesdropped on the lonely pair.

He heard everything.

Chapter 7: Where the Heart Is

Canterlot Castle

“PAPA!”

Shining Armor laughed and swept the little unicorn up in his magic and hugged him close. “How’s my little soldier?”

Moon Shadow snuggled into his father’s coat. “I haven’t seen you in forever! I missed you.”

Shining Armor kissed his younger son’s dark mane and tightened their embrace. “I missed you too.”

“We’ve all missed you.”

Shining Armor smiled at the sound of his sister’s voice. “Twily! What’re you doing here?”

Twilight crossed the throne room’s floor and made the embrace three ponies strong. “I just needed to talk to Celestia about something. It’s good to see you.”

“You too.” Reminded of the reason for his visit, Shining Armor pulled away and craned his neck towards the door Twilight had just come from. “How are they?”

“Stronger every hour.” Princess Celestia strode into the room and returned Shining Armor’s polite bow.

Golden Haze, at her princess’ side, stiffened and gave her military mentor a salute. “Permission to join the hug, sir?”

Shining Armor returned the salute and left the foreleg extended. “Permission granted, Captain. Get over here.”

Golden Haze’s face broke into a wide smile and she happily joined in the ever-growing pony pile.

Celestia warmly observed the happy assemblage and turned when she heard a series of heavy hoof-steps, almost as though they were weighed down. She watched as Flash Sentry, burdened by several heavy pieces of luggage, slowly made his way into the room. She giggled when he saw her and tried to muster a salute. She waved off the attempt. “And how have you been, Lieutenant Sentry?”

“Right as rain, your majesty.” Flash tried to shift the luggage on his back to a more comfortable position. “At least I will be once I get these to the guest chambers.”

There was a flash of light and a unicorn clad in a hooded learner’s cloak winked into existence beside him. “Let me help.” Her magic lifted the baggage from the pegasi’s back and flashed it away. Trixie lowered her hood and stared at Flash with salacious eyes. “Need help with anything else?”

Flash Sentry grinned dumbly and looked over at his prince. “Orders, sir?”

Shining Armor rolled his eyes. “You are dismissed, Lieutenant.”

“Tha…” Another flash of magic and the two ponies were gone, only a discarded cloak and a pile of armor giving a hint that they had even been there at all.

“And that’s the last I’m going to see of my escort for the rest of this trip.” Shining Armor dead-panned as the multi-pony hug finally pulled apart, Moon Shadow now held in his Aunt Twilight’s magic.

“Leaving you open to attack.” A voice, ancient and young all at once, whispered into his ear.

Shining Armor shivered at the tone in her words and turned to face her. “Luna.”

“Shining Armor.”

“Wife.”

“Husband.” She rubbed the side of her face against his. “I’ve missed you terribly.”

“And I, you.” He kissed her cheek.

The three mares shared a knowing look.

“Sister?” Celestia caught Luna’s eye and winked. “Should you really be up and about? You must still be very weak.”

Matching her sister’s grin, Luna nodded slightly and put a hoof over her eyes. “Oh, I feel faint. It seems I must return to my bed…”

Catching on quickly, Shining Armor forced a yawn. “I might join you, my dear. The train ride was very taxing.”

“Awwwwwwww.” It was the disappointed moan of their dark coated son. “You two always go nap right after Papa gets here.”

Shining Armor laughed and summoned the waiting paper from his saddle-bag. “Your cousin Morning Dew sent you this.”

Moon Shadow’s pouting faded instantly as he took in the unrolled drawing. “Wow!”

Twilight giggled and kneeled down to her nephew’s level. “Why don’t we go find a place for that in your room while your Mama and Papa go rest?”

Moon Shadow started bounding towards his room but stopped after only a few steps. He turned and faced his father. “Papa?”

“Yes?”

“Can we play Oubilletes and Ogres later?”

Shining Armor swelled with pride at his son’s request. “How long’s your character sheet now?”

“This long!” Moon Shadow held his hooves apart as wide as he could.

“That’s my boy.” Shining Armor whispered, earning a quiet giggle from his wife. “We’ll play just as soon as we wake up.”

“Yay!” He was down the hall in a flash.

But even the enthusiastic speed of his little hooves could not match the speed of his parents as they raced out of the room and up to Luna’s tower.

//////////////////////////////////////////////////////////////

Their bodies sated for the time being, the unicorn and the alicorn lay in each other’s embrace and discussed recent events.

Luna reflected on what Shining Armor had just told her. “Do you really think she means it?”

Shining Armor sighed. “I don’t know. I hope she does.”

“Where would you live? Here? Or the Empire?”

Shining Armor considered for a moment before gently kissing his wife’s horn. “What if we had our own castle? One an equal distance from both Canterlot and the Empire? Just you, me, Cadance, and the boys.”

Luna pulled away with an incredulous look. “And live in constant fear of waking up to find her standing over me with a knife to my throat? No thank you.”

“Luna…”

The Princess of the Moon sighed heavily as she stood. “Forgive me. I know how hypocritical I must sound, being the other mare in this relationship.”

“Believe me, I know how scary Cadance can be when she’s angry.” Shining Armor rolled over and stared at the tower’s domed ceiling. “But she’s not a monster.”

“There’s always the chance. Should I just forget that she demanded my banishment? Custody of our son?”

“Time heals all wounds, love. I’m sure she’ll apologize.”

Luna gaped at him. “How can you be so flippant about this? How do you know this isn’t a trap of some kind? Some long gestating vengeance against me?”

“I…” Shining Armor looked at his wife and raised an eyebrow. “You still feel guilty, don’t you?”

“How could I not?” Luna began to pace the room. “How could you not? For Equestria’s sake, this is Busara all over again.”

In what had become a reflexive action every time he heard the name of Luna’s past Zebra lover, gelded by his queen once his affair had been uncovered, Shining Armor crossed his legs with a wince. “Believe me, I’m sure that if Cadance was going to do something so drastic, she would have already. Though I wouldn’t be surprised if the thought had crossed her mind.”

“HOW CAN YOU JOKE?” Luna rounded on him, her eyes blazing with inner light. “This is not some small lover’s quarrel anymore, Shining Armor. This has become very political. Cadance seceded from Equestria, threatened us with war… and now she’s suddenly open to the idea of reconciliation? Why? Why now?”

“You don’t trust her.”

“Of course I don’t trust her! She would be a fool to trust me!”

“Luna…”

“I took you from her.” Luna’s power faded and she stared at the floor. “It’s bad enough that I intruded upon your marriage, but I made myself at home. I… I ruined it. Because I was selfish.”

“Luna.”

“None of this would have happened if I hadn’t have fallen in love with you. None of this would have happened if you had just been one of the others. I ruined you… and you ruined me.”

Shining Armor stared at her. “Do you regret any of this? Me? Us?” He paused. “Moon Shadow?”

“…no.”

He stood next to her and nuzzled her. “Yes, you ruined me. And I suppose I ruined you as well. We ruined each other. And we ruined Cadance.” He kissed her neck. “But when something’s ruined, you have to build something new in its place, don’t you?”

Luna nodded, drawing closer to her beloved’s warmth.

“Cadance is a smart pony, the smartest I’ve ever met… not counting my sister. Or you.” He added at the end when she cut her eyes at him. “She knows that all of us were foolish. She knows that it’s only by working together that we take this foolish arrangement and make it work.”

She pressed herself against him. “And what will we build on these ruins that we have become?”

“I already told you; a new castle.”

Luna giggled. “A big castle?”

“Enormous. The boys will each have a dozen rooms apiece to do with what they will. There’ll be enough guest rooms for every single pony in Canterlot. You and Cadance will have the most luxurious and sumptuous dwellings anypony could ever ask for.”

“And just in which of your spouse’s abodes will you be spending your nights?” She asked, kissing along his neck.

Shining Armor trembled as Luna found his most tender spot. “I’ll… I’ll just have to divide my nights evenly between you. Fair’s fair, after all.”

“But there’s seven nights in a week. Even dividing equally, there’s still an extra day. Which of us gets you that night?”

Shining Armor smirked. “I suppose we could have a joint bedroom. And one night a week we could…”

“If you value your stallionhood, you won’t finish that sentence.”

Shining Armor faced her with an embarrassed smile. “Just kidding.”

Luna rolled her eyes. “Of course you were.” She started for the door, her magic lifting the hastily dropped pieces of her royal attire. “I’d recommend a bath before seeing our son.” She caught a glimpse of her disheveled reflection in her crown and chuckled. “The same might be said for me.”

Shining Armor nipped playfully at her cutie mark. “That tub of yours still fit two?”

Luna looked back at him with hooded eyes. “…Barely.”

//////////////////////////////////////////////////////////////////

The Archives of Truth

Even in the world of constant darkness that was now his sight, Brother Veritas could almost see the secret treasures that had been entrusted to him.

The stallions who bore the name of Veritas were more than simple librarians. They were guardians in a way. Instead of guarding the princesses, they guarded truth. They guarded relics.

Now, he supposed they would guard monsters.

Before his blinding Brother Veritas had memorized every inch of the Archives, and that included the shelf that stood before him. The shelf held some of the most dangerous and powerful relics in all of Equestria. Here was the tiara of Comet the Comely, a simple maid who had created masking magic and imbued it in her family’s most ancient heirloom. Just down the shelf was the bell that had once adorned the mast of the Hydra, silent since her ship had sunk but rumor persisted that it would ring once again… to signal the end of the world.

Nearby, though he had never actually seen the thing, was the Golden Apple, the last gift of the creature Discord that would imbue whoever ate from its flesh all the powers of Chaos.

And on the shelf’s center…

The eyeless pony reached out and rested his hoof against the surface of the glass vial.

The tiny beast inside lunged at him, hissing uselessly in hunger and rage.

Brother Veritas smiled. “Princess Celestia must see some purpose for you, creature. Otherwise she would have finished you completely. I wonder what that purpose might be.”

The Smooze only hissed again.

Brother Veritas touched his hoof to the bandages that now covered the gaping sockets where his eyes had once been. “We’re quite the pair, you and I; the ancient abomination and the blind librarian. Freaks in service to her majesty.” He turned and carefully made his way back to the center of the Archives. “But I suspect that even we freaks have a part to play in what is to come.”

Chapter 8: New Foundations

Ponyville

Cheerilee was used to having the pleasant dreams she usually had following a solid night of drinking invaded by the symptoms of an encroaching hangover. She was less used to being pulled from said dream-land by the encroaching smell of fresh coffee and baked cinnamon. Carefully, she opened an eyelid to investigate.

Crescendo stood beside her, a steaming mug and a plate bearing a pastry held in his magic. “I hope these turned out okay.” He chuckled and tried to flatten his sleep-addled mane. “I haven’t baked in quite some time.”

Cheerilee smiled and sat up. As she stretched, she took in the bed and noticed that only her side of the blanket appeared to have been used. “You… we didn’t…?”

“No. Not long after we started fooling around, I insisted on moving you here. You crashed as soon as you hit the sheets. I elected to spend the night on the sofa.”

“Oh.” Cheerilee froze as she reached for the cinnamon bun. “I didn’t mean to leave you hanging.”

He waved her off and took a sip of his own coffee. “You misunderstand, my dear; I had no intentions of sleeping with you at all.”

She narrowed her eyes at him, her jaw locked in mid-bite on the fresh pastry.

“Not that I didn’t desperately want to!” He added quickly. When her demeanor did not change, he sighed and sat on the bed’s edge. “Here, let me start again. We were both incredibly intoxicated last night and we both said some things we didn’t mean.”

The sweet taste in Cheerilee’s mouth began to take on a less enjoyable quality. ‘Here we go again’ she thought as her ears began to droop.

“But I meant every word concerning what an incredible mare you are.”

Her ears perked back up.

“The last time I met a mare as incredible as you, we got drunk, got, erm, ‘busy,’ and I didn’t see her again for almost twenty years. I don’t want to make that mistake again.” He offered her his most charming smile. “I’d like to do things right this time… and I’d like to ask if you’d accompany me to dinner this evening at the Carousel Boutique.”

For a few moments, Cheerilee did nothing but continue to chew the bun in her mouth. At last she swallowed and offered a smile of her own. “That was too sweet.”

“Well, I try…”

“No, I mean the cinnamon bun. It was too sweet. A little less sugar next time.”

Crescendo nearly face-planted onto the blankets but found a mare’s face blocking his path. “So is that a yes?”

“More than a yes.” She kissed the end of his snout. “It’s a date.”

He rubbed his nose on hers. “Less sugar, eh?”

She smiled. “Well… I wouldn’t mind just a teensy bit more sugar…”

“As nice as that sounds,” he glanced at the clock. “I’m inclined to remind you that it’s a school day.”

Cheerilee’s teaching instincts flew into action. She chugged the remaining scalding liquid in her mug and bolted out the bedroom door. “How much time do I have?”

“An hour. You’ll be fine.”

“I always am.” She paused at the front door and looked up at the unicorn on the landing. “What time’s dinner?”

“Eight. Pick you up at seven?”

“Seven it is.” She blew him a kiss and was out the door in a flash.

Crescendo laughed as he made his way down the stairs to close the door. “I wish I still had that passion for teaching.” He stuck his head out the door, took a deep breath of morning air, and made to head back inside.

“She’s very pretty.”

“Yes, she’s…” It took a moment for the callous and slightly slurred voice of his ex-wife to seep into his consciousness. He spun around and stared in shock at the pony now on his door-step. “Arpeggio?”

The blonde-maned unicorn smirked at him. “Surprised to see me?”

“Not a pleasant surprise, I assure you.” His initial shock faded into a dull anger as he took in her disheveled appearance. “What are you doing here, Peg?”

“I’m obviously here to see my son.”

Crescendo narrowed his eyes. “I’ll remind you that your supervised visitation is next weekend. I have no intention of letting Dimmy see you until then.”

Arpeggio pouted like a spoiled filly being denied a sweet. “He’s my son too.”

“You should’ve thought of that before you got back on the cloud.” He looked her up and down, noting filthiness of her blue coat. “You look awful. Did you sleep on the street?”

“…I used the last of my bits.”

He glared at her. “You’re high right now, aren’t you?”

She stared at him stone-faced, then let the stone crack with a giggle. “I might’ve had one or two puffs.”

Crescendo rolled his eyes and started turning away. “I don’t have time for this.”

“Going back to your bottle, Mister High and Mighty?”

He froze and glared back at her, trying desperately to remind himself of how much he had loved her when they’d first gotten together. “I’m not sure this town has a prison, Peg, but I know for a fact that their hospital has a secured ward. Unless you’d like to spend the next few days there detoxing I suggest you move along. You’ll see Dimmy when the courts decided you’d see Dimmy.”

Arpeggio glared at him. “Same old Crescendo; a stick in the mud. You’re not even a fun drunk.”

He shook his head. “Peg, please go home.”

She rolled her eyes. “No more bits, remember? Can’t ride the train without a few bits…”

“You’ve undoubtedly found a dealer nearby, so I don’t think just handing you bits would be the best thing for you right now.”

She stuck her tongue out at him.

“Good day, Arpeggio. Please refrain from making a complete ass of yourself in the town I have chosen to raise our son in.”

“Psh, whatever.” She turned with a snap of her tail.

Even as every fiber of his being begged him not to, Crescendo called after her. “Give me a moment, Peg. I’ll get dressed and walk you to the station.”

“I don’t need your charity!”

Crescendo paused to retort, but remembered how his ex-wife loved to press his buttons by always refusing to give him the last word. Instead of continuing the pointless conflict, he closed the door with a satisfactory slam.

He only hoped that Peg had no idea where the school was.

////////////////////////////////////////////////////////////////////////////

The sun shone gloriously warm on the green grass of the land that would soon be Ponyville’s new public park. A perfectly light breeze blew in from the south and the air was filled with birdsong.

At the moment, it was also filled with the sound of hammers.

Fluttershy winced as a saw’s high whine again cut through the air. She glanced worriedly at the snoozing Scarlet by her side, but the thin foal snoozed on, undisturbed by the sharp sound. The defacto matriarch of the Apple Family cut a glare at the rapidly rising structure that would soon be the summer home of Prince Blueblood and his wife. “Do they really have to make all that racket?”

Applejack munched a stick of celery in contemplation as she continued reclining on a napping Rainbow Dash. “I reckon they’re just bein’ noisy on account of how many of ‘em there are.” She swallowed and tipped her hat forward to blot out the sunlight, feeling a bit nap-ish herself. “I heard Filthy called in every worker between here and Appleloosa.”

“We’re movin’ fast, too.” Applebloom gave a little salute as she approached the spread blanket, wiping her forehead with a towel. “Ya’ll got any oats? Got the call so early this mornin’ that I plum forgot to pack a lunch.”

“Hey there little bit… or would that be ‘Madam Foreman.’” Applejack smirked from under her hat.

“Can it. Oats. Yes or no?”

“Sorry Applebloom, but Scarlet ate the last of them.” Fluttershy rummaged through the picnic basket. “Just carrots and apples left.”

“No celery?”

Applejack let out a small burp.

“…you’re the worst.”

“Pick a snack… Applebloom.”

For the briefest of moments, Applebloom considered choosing the carrot just out of spite. “I’ll take an apple, please.” She muttered.

Applejack’s chuckles stirred Rainbow Dash from her nap. She yawned and looked at the construction site. “I hope Filthy’s paying you all double for this.”

“Triple.” Applebloom took an apple from Fluttershy and bit into it. “Plus there’s a bonus if we have the cellar done by tonight.”

“Why’s that?”

Applebloom shrugged. “No idea. Filthy had the plans and everything ready when we got here. He even had the diggers at work before the rest of us showed up.”

Fluttershy rubbed her chin. “It might be for a wine collection. I know I had some bottles that had to be kept at a certain temperature at all times.”

Remembering the Hearth’s Warming they’d spent snowed in at Fluttershy’s cottage (and subsequent discovering of said wine collection) Rainbow Dash and Applejack shared a knowing look and smile.

“An astute observation, Miss Fluttershy.”

The ponies looked up to find a grey-coated stallion in the starched black uniform of a waiter or a butler. His white mane was slicked back and a mustache of similar coloring crossed his face.

“It’s ‘missus,’ actually. I don’t believe we’ve met, Mister…”

“Forgive me.” He straightened his tie. “I’m Stiff.”

“Beg pardon?” Applejack tipped her hat up and raised an eyebrow.

“Stiff Upper Lip, at your service.” He bowed lowly. “I’m the personal butler to her grace, the Duchess Janice of Marekovia.”

“Oh!” Fluttershy sheepishly looked at the picnic set up. “We weren’t sure what the new property lines were…”

“Never you mind that, madam. You’re nowhere near trespassing.” He sniffed and reached his jacket pocket. “I have been instructed by their graces to invite you all to the grand opening of the park this Saturday. There will be a grand festival for the unveiling of their new summer home.”

“Saturday?!” Dash looked back at Applebloom. “That fast?”

She shrugged. “Deadline’s a deadline.”

Stiff Upper Lip offered a dry smile, five small scrolls balanced carefully on an outstretched hoof. “A deadline that could only be reached with a truly remarkable architect.”

Applebloom blushed at the compliment. “I better get back to the crew. Ya’ll just hold my invitation for me.”

They watched her set off back across the green. Upper Lip sniffed again and looked around.

“Ya’ll feelin’ alright?”

“Forgive me, madam. Marekovia is not usually this flowery. My allergies are acting up terribly.” He pulled a cloth from his jacket and blew into it with a short, trumpet-like sound. “I was wondering if any of you ladies could direct me to the abode of Miss… Pinkie Pie, is it? I have an invitation for her as well.”

Applejack felt Rainbow Dash stiffen beneath her. “I’m afraid Pinkie passed away a while back. Some kinda sickness.”

“Ah.” Upper Lip looked away in embarrassment. “I’m terribly sorry to hear that. I understand she rather enjoyed events like this one.”

“Yeah.” Rainbow Dash saw Pinkie’s hospital bed in her mind. She remembered how shriveled she was, how much pain she was in, but that she still had a smile on her face. “Yeah she did.”

“I’m sorry to have brought it up.”

Dash shook her head and smiled at the server. “It’s... it’s all good.”

Stiff Upper Lip bowed his head and spun in a practiced and elegant turn. “Then I bid you all a good day, ladies. We hope to have the pleasure of your company on Saturday.”

Fluttershy examined the invitations as the butler walked away. “They even made one for Scarlet.”

The sound of her own name doing what not even the chaos of construction could do, Scarlet awoke with a huge yawn. “What’s that paper, mama?”

“Just an invitation. How was your nap, my little one?” She bent down and kissed the little earth pony’s forehead.

As Scarlet began to regale her mother with the dramatic intricacies of her latest dream (this one featured a unicorn play-mate who claimed he was a prince), Applejack and Rainbow Dash looked at each other. “Any of this seem weird to you?”

Applejack sat up and examined her own scroll. “Before yesterday, nopony hated Blueblood more than Rarity. Now she’s inviting him to dinner. That alone is weirder to me than some Canterlot snobs wanting a house built as quick as possible.”

“What do you wanna do? Need some aerial reconnaissance?”

Applejack chuckled and shook her head. “Nothing so dramatic. I think we’ll see how this plays out.”

A worrying thought popped into Dash’s head and she frowned. “What if he is planning something? We don’t have the Elements since…”

“Don’t worry about that, sugar-cube. I doubt somepony like Blueblood would be able to mount an attack that large.” She looked across the field where her little sister was ordering a bunch of stallions to raise a huge piece of lumber. “But I know for sure that we’d all better be here on Saturday. Just in case.”

//////////////////////////////////////////////////////////

Closing the door to the Ponyville Inn’s most expensive suite, Molt shed his butler disguise and bowed to his king and queen.

“Is it done?” Carapace asked impatiently.

“Yes, your highness.” Molt looked to his queen as she examined her appearance in the room’s huge mirror. “And I have news, your grace.”

She looked back at him, shifting out of her Janice disguise.

“One of the Bearers is dead.”

Carapace looked up from the plans he’d been examining, his jaw hanging open. “Then the Elements…”

“…are useless.” Chrysalis finished, a widening smile on her face.

The King of the Changelings winked at his wife. “Didn’t I tell you we had nothing to worry about?” He returned his attention to Molt. “Locate the others and ensure they’ve blended in to the populace. Return here to accompany us to dinner.”

“May I ask why?”

It was Chrysalis who answered. “What have I told you about questioning your king, drone?”

The word ‘drone’ cut through Molt like a knife. He bowed his head. “My apologies.”

“Think nothing of it.” Carapace’s smile widened as he felt more of Molt’s love for his queen fade. “If you must know, the one you will be copying will be in attendance. Your disguise must be perfect.”

Molt simply nodded again.

Carapace dismissed him with a wave and turned his attention to his wife, his eyes narrow and hungry. “Nothing’s more… exciting than the sense of impending triumph. Wouldn’t you agree, my love?”

Already knowing his intentions, Chrysalis returned the look. “Nothing in the world. Should we play one last game before dinner?”

Carapace mock-shrugged. “We may as well. After all, there’s no telling how much longer we’ll be able to. Might as well get it out of our system before you start bringing our children into this world.”

She looked back into the mirror. “My king is most wise indeed. Now, what game should we play?” She shifted into Mayor Mare. “Late night at the office with an eager assistant?”

Carapace shook his head. “I’m not feeling the mane.”

Chrysalis laughed and shifted again. “If grey isn’t your color, how about a shade of purple… darling?” Rarity looked over one alabaster shoulder and offered a saucy wink.

Carapace shivered at the memory of the last time he and Chrysalis had messed around in that particular form. “Tempting… but I’d like to try something new.”

“Oh?” He was behind her now, his breath hot in her ear. He whispered his request… and she could hardly restrain the grin that crossed her lips. Flames flared around her and the mare staring at her from the mirror was no longer Rarity but one she had inhabited for quite some time.

“Perfect.” Carapace whispered, his own body shifting into his old form of Prince Blueblood.

“You wanted to see me about something, my dearest cousin?” Princess Cadance asked, her grin becoming a look of false naivety. “Something you wanted to show me, perhaps?”

“Oh yes.” Blueblood pressed himself against her. “Something very important. Something that buffoon of a husband could never show you.”

“Well then what are you waiting for?” The pink alicorn sighed, pushing back against him. “Show me.”

“With pleasure.”

Chapter 9: Three Couples

Spike finished setting the dishes before the five ponies congregated around the dinner table. He swept a claw over the product of his past few hours of work. “Dinner this evening is an orecchiette pasta with blanched green rapini, a few dabs of homemade goat cheese, and just a hint of lemon zest.” He gave a slight bow before taking his own seat. “Bon appetit.”

Prince Blueblood’s magic lifted a fork of the dish into his mouth. He chewed, then made a noise of pleasure. “This is wonderful!”

The other diners followed suit with their own first bites and exultations at Spike’s culinary prowess, and next few minutes were quiet save for the quiet sound of chewing and the occasional scrape of a utensil on a plate.

It was Janice who raised her glass and tipped it towards the dragon. “My compliments, sir. I have not been having a meal this nice in quite some time.” She smiled at Rarity. “Your pet is being something truly wonderful.”

Rarity choked on a piece of cheese and quickly washed it down with a sip of wine. She extended a hoof and touched Spike’s claw, noting the irritated expression that was creeping onto his face. “Spike is not my pet, my lady.”

Janice nodded sagely. “Your servant, then? Wherever may I be purchasing a dragon of my own?”

Spike’s grip bent the fork he was holding.

Crescendo and Cheerilee kept their eyes on their plates.

Blueblood simply sat back and watched in wry amusement.

Stiff Upper Lip lingered by the hallway, silently rolling his eyes as the evening unfolded.

Rarity grinned awkwardly, pressing down on Spike’s hand to send the message that he should calm down. “He isn’t that either. He’s… well, I don’t suppose colt-friend would work in this instance, would it? My… drake-friend?”

Janice stared at her in absolute confusion.

Blueblood chuckled and returned to his plate. “He’s her lover, my dear.”

Janice’s eyes widened in realization. She looked at the dragon with new appreciation. “How… exotic.”

“I think it’s wonderful.” Blueblood sipped his own wine. “What better way for Equestria to be more united than for other species to share in that deepest of bonds that we call love?” He toasted the two of them. “May your days together be long and joyous. Seeing you together reminds me of a lovely buffalo I encountered in my travels…” He stopped with a sly grin when Janice kicked him under the table.
Spike’s grip lessened somewhat and he resumed eating.

Janice turned her attention to Crescendo. “And your relationship to Miss Rarity is being… what, exactly?”

Before the unicorn could respond, Rarity again interjected. “Crescendo was an acquaintance of mine in my university days. Since then we’ve become the best of friends.”

“The very best.” Crescendo added quietly, deciding the wine was not strong enough and taking a nip from a flask he pulled from his vest.

“And Cheerilee has been a dear friend since my fillyhood.” Rarity continued before Janice could ask any further questions. “These two are Ponyville’s premiere educators… and are apparently an item now, I believe.”

“We’ll see, Rarity.” Cheerilee awkwardly laughed and snagged Crescendo’s flask from his telekinetic grasp.

Spike narrowed his eyes at them, still in somewhat of a foul mood. “I take it you two aren’t fans of my wine choice?”

Crescendo and Cheerilee stopped squabbling over the flask and nearly melted before his glare. “Sorry, old boy.”

Rarity playfully rolled her eyes. “Honestly, Crescendo is living proof that you have to get older but you don’t necessarily have to grow up.”

They all laughed, even Spike, and resumed their meal for a few more minutes.

It was Blueblood who broke the silence. “That’s a lovely painting.” He gestured at the watercolor of Rarity and Sweetie Belle that hung on the wall. “Your sister?”

“My daughter, actually. She’s away at school at the moment.”

Janice looked at the painting, then to Rarity, then to Crescendo. She raised an eyebrow. “You must be forgiving me, but who is the filly’s father?”

“That’s an awfully personal question, my love.” Blueblood took another bite and shot a warning look in her direction.

“No worries.” Crescendo beamed, the small shots of whiskey having lightened him up considerably. “Shame be on the father who does not take pride in his offspring.”

“You?” Janice’s jaw dropped. “So you and Rarity were being…”

“It was nothing.” Rarity cut her off rather sharply. “Just a college dalliance. Two dumb ponies who couldn’t handle their liquor.”

Crescendo felt his good mood dissipating. “Yes. Just two dumb ponies.”

Rarity offered a sympathetic smile. “I didn’t mean to make it sound like that, darling. That blurry evening ended up giving me the most wonderful daughter in the world and a friend for life.”

“To lifelong friendships!” Cheerilee held her glass aloft, tapping Crescendo under the table so he would do the same.

“Cheers!” The diners clinked their glasses and returned to their meals.

Janice swallowed her latest bite and lifted her wine glass. “In my land, love is being the greatest of all currencies. One’s heart is not given so… lightly.”

Rarity stiffened at the words and forced a smile. “You will forgive me for my bluntness, your grace, but Crescendo and I did not give our hearts to one another. Surely ponies of your land are familiar with things happening in the… heat of the moment, as it were?”

Janice chuckled. “Of course, but we are having social contracts where offspring are concerned. If a, how would you say, dalliance results in a child, then that couple is being expected to marry.”

“Well, thank Celestia we don’t have such silly rules here.”

Crescendo’s ears flattened.

“After all, Crescendo and I barely knew each other in those days. And I never would have met my beloved Spike.”

“But does no small part of you wonder what it would have been like?”

Rarity narrowed her eyes. “I can honestly say that I do not. I am perfectly content with my life.”

Janice drained her wine glass and focused her gaze on Crescendo, now glaring a hole into the table cloth. “And you? Are you feeling the same way?”

Cheerilee’s eyes darted from Crescendo to Spike who was watching the stallion with reproach in his eyes. “Perhaps we could move on to another topic, your grace?”

“Why? It is a simple question, is it not? Do you, Professor Crescendo, wonder what life would have been being like if you and Miss Rarity had remained together?”

“Spike, this meal has been lovely.” Crescendo wiped his lips with a napkin and placed it on the table. “But I fear the hour is growing late.”

“It is being rude to ignore a duchess’ question, sir.”

“It is far ruder, my lady, to meddle in affairs you know nothing about.”

Blueblood narrowed his eyes. “I would prefer you not speak to my wife that way, sir.”

Crescendo smirked cruelly. “And I would appreciate if you could control your wife’s tongue better, your highness.”

“Crescendo!” Rarity exclaimed. “There’s no need to be rude!”

Cheerilee put her own napkin down. “Rarity, I think it would be for the best if we…”

“Answer the question, Crescendo.” A new voice rumbled.

Rarity’s head spun to face Spike. “What?”

“It’s a simple enough question.” The dragon folded his arms and leaned back into his chair. “I don’t understand why he won’t answer.”

“Because I shouldn’t have to answer. I don’t know her and I owe her nothing in the way of personal information. I have the right to not have my personal history become gossip for a pair of nobleponies.”

Smoke began to stream from Spike’s nostrils. “Well, now I’m curious. So I’ll ask the question. Do you ever think about the way things would have been if you and Rarity had stayed together?”

“Spike.” Rarity placed a hoof on her beloved’s claw once again. “I think the wine has gone to our heads a bit…”

“Now Rarity; he asked a question.” Blueblood swirled his wine in its glass and made to drink it. “I’d say the lizard deserves an answer.”

What happened next was almost too fast to be perceived.

A gout of flame belched from Spike’s maw and melted the glass in Blueblood’s magic. The dragon leaned across the table, his claws wrapping around the throat of the unicorn. “WHAT DID YOU JUST CALL ME?!”

Blueblood stared into the reptilian eyes and squirmed in panic. “I meant no insult!”

“Then why did you call me that?”

“B-because I heard somepony in the village say it. I thought it was some joke you all shared.”

More smoke poured from Spike’s snout as he considered Blueblood’s words.

“Spike?”

His love’s tinny voice broke through the pulsing rage in his ears.

“Spike? Love? Let him go. Please.”

Spike inhaled, cooling the flame within his breast, and released the stallion’s neck from his grasp. He took several deep breaths to calm himself and cast his eyes down in shame. “I’m sorry.”

Blueblood cleared his throat and allowed his bride to hold him close and give him a once over. “Quite alright, I assure you. A simple misunderstanding. I had no idea it was such an insult.”

“The worst of insults.” Spike, now embarrassed by his behavior, looked at his empty plate.

Janice, satisfied that her husband was unharmed, sighed and looked across the table. “I should also be apologizing. I was…” She cut herself off sharply when she realized she was speaking to empty air. Crescendo and Cheerilee had vanished in the ruckus.

Rarity sniffed indignantly. “How uncharacteristically rude of those two. I’m sure we’ve all made quite the impression on your graces.”

“Hmph.” Spike grunted as he grabbed the plates from the table in three quick movements and made his way towards the kitchen.

“I… I think I’ll help him with desert.” Rarity pushed away from the table, offered a small curtsy, and hurried after him.

Stiff Upper Lip emerged from the shadows and made to refill his lord and lady’s wine glasses. “This was… interesting.”

“Very.” Janice accepted the refilled glass without another word.

“I should be able to mimic the professor rather easily.”

“Oh my dear Molt.” Blueblood chuckled. “You won’t be mimicking him.”

“Then who?”

Blueblood only chuckled (a chitinous, clicking sound) and sipped his wine, his eyes flashing green with satisfaction at an evening gone perfectly right.

////////////////////////////////////////////////////////////////////////////

She found him leaning on the counter, his forehead resting on the cool tile. “I’m sorry.” He whispered again.

“It’s alright. Everypony got a little heated back there.”

“That’s not what I’m sorry about. I mean, I am sorry, but I’m sorrier for…”

She made her way to his side and stroked a hoof along his scales. “For what, darling?”

He pulled away from her touch. “I lost control, Rarity. For the first time in years, I lost control.”

“It was bound to happen sooner or later. The hoarding spell affecting you is the first of its kind. Twilight told me she spent months fine tuning it before casting it on you. It’s frankly a miracle that it took years for the first hiccup.” She pushed herself against him. “What set you off?”

“Crescendo.”

“Oh?” the answer had caught Rarity off guard. “I thought it was Blueblood.”

Spike chuckled. “He caught the wrath of it, sure. And believe me; I will be finding out who called me a lizard behind my back. But it was Crescendo that got me going.”

“Why ever for?” She raised an eyebrow. “Spike, you can’t honestly think that…”

“That he still has feelings for you? I didn’t. Not before tonight, anyway.” Spike pulled away from his mare again and started pulling ice cream dishes from the cupboard. “If he doesn’t, then why couldn’t he answer the question?”

“Maybe we should talk to him. Perhaps there’s something else on his mind.”

“Or maybe we know exactly who is on his mind…”

“Spike.” Rarity’s magic seized the dragon and spun him around to face her. “I love you. My heart belongs to you and only to you. You know that, right?”

Spike sighed and wrapped his arms around the unicorn he loved. “Of course I know that.”

“And you know that even if Crescendo had feelings for me, he respects the both of us too much to damage our strange little family.” She snuggled into his chest, thrilling as his scales rubbed against her fur. “Right?”

“I know.”

“I am yours and you are mine.”

Spike breathed in the lavender smell of her mane and reached for the pocket in his scales that contained the ring. “Until death do we part?”

Her head tilted up in an obvious invitation. Their lips brushed each other’s…

A scream echoed from the dining room.

//////////////////////////////////////////////////////////////////////////////////

Spike and Rarity arrived to find Janice spasming on the carpet, Blueblood and Stiff Upper Lip hovering over her in worry.

“What’s going on?” Spike demanded. “She wasn’t allergic to anything, was she?”

Blueblood shook his head and used his magic to hoist his trembling wife onto his back. “I’m afraid my wife has fallen quite ill. I must get her to the hospital at once.”

Rarity nodded. “We’ll come with you.”

“Please don’t worry, we’ll get along fine I assure you.” Despite everything, he offered the pair a smile. “Thank you both for a lovely evening.” He nodded at Stiff and the two stallions raced out of the house.

Spike and Rarity watched them go and then turned to each other. “Well.” Rarity said with a small smile. “I do believe that dinner was one for the record books. Awkwardness, anger, and ultimately anguish. I imagine gossip of all this will make it all the way to Canterlot.”

Spike chuckled and tilted his head at the kitchen. “We still have dessert.”

“Dessert for two sounds lovely, but I fear I don’t have the strength to clear the dining room table.”

Starting to catch her drift, Spike grinned. “We could always have dessert in bed.”

Rarity put a hoof to her forehead in mock shock. “And risk getting chocolate all over my sheets?”

“Don’t worry, my dear.” The dragon growled as he pulled his mare into his arms. “I won’t spill a drop.”

She nipped at his nose playfully and pulled out of his embrace, making for the stairs. “I’ll have three cherries on my sundae, Spikey Wikey.”

Spike chuckled again. “Of course.”

“Oh, and Spike?” She looked back with a gaze that could set fire to the robes of celibate priests. “Just bring the whipped cream with you.”

//////////////////////////////////////////////////////////////////////////////

“Do you think they noticed when we left?” Cheerilee giggled as she and Crescendo finally stopped running outside the door of her house.

Crescendo let out a panting laugh as he slumped against the wall. “I’m sure they have their own things to deal with. Though I am curious as to how seriously Blueblood got burned.”

The two teachers laughed again as they caught their breath.

“By Celestia’s flanks! I haven’t run like that in years.” Crescendo wiped his sweaty brow, his breath finally returning to normal.

“What’s the matter, old man? Father Time catching up to you?” Cheerilee swatted him playfully with her tail as she tried to fit her key into the door’s lock.

“Take it easy, my dear. Don’t let the mane fool you.” Crescendo tugged at his grey locks irritably. “I’m barely a few years older than you.”

“That’s a shame.” Cheerilee looked back as the lock opened with a click. “I’ve always had a thing for older stallions.”

Crescendo smirked. “Had some clandestine affairs with your instructors back in your college days?”

“I’d be lying if I said I’d never thought about it.” The earth pony pushed the door open and turned around. “But you’re the first professor I’ve ever actually fooled around with.”

“And how’s the experience so far?”

Cheerilee learned forward. “I think further research is required.”

Their lips met, smooth and sweet as sugar. His hoof stroked her cheek and hers got tangled in his grey mane. Very carefully, she started to pull him inside.

Every fiber of his being screaming at him not to, Crescendo pulled away from the teacher’s soft kiss. “Cheerilee, believe me. I’d like nothing more. But Dimmy’s at home and I…”

She cut him off with another kiss, this one deeper and hotter than the last. It was quick and fierce, the kiss of a warrior from days of old. The kiss of a mare who knows what she wants.

It left Crescendo quite speechless when she pulled away.

“Crescendo, your chivalry is incredibly attractive, believe me. You’re a gentlepony of the old school. But I’m a mare of the modern world. I’m not going to be heartbroken if you don’t stay the night, but I will be insulted if you don’t shut up, come inside, and…” She leaned up and whispered something in his ear that was only for him.

Crescendo’s blood roared and he grinned. “’Eripe me et ego in te, ut hodie hic cubiculum.’”

Cheerilee giggled and turned to head inside. “”Looks like I’ve still got it.”

Crescendo followed, his entire world the mare’s swaying hips and tail. “Oh, you’re about to get it, alright.”

The door swung shut, cutting off the sound of the two’s laughter.

/////////////////////////////////////////////////////////////////////////////////

They had barely made it into the mansion’s huge basement when green flames engulfed Janice. By the time Blueblood had placed her on cot Molt had hastily constructed, it was Chrysalis who was shivering and writhing, horrible groans coming from her throat.

Carapace shed his own disguise and examined his queen. “What’s happening?”

Molt examined the queen, concern etched on his dark face. “I’m not sure. It almost looks like she’s entering the next stage, but it’s far too early…”

Chrysalis screamed as viscous green fluid gushed from her legs and abdomen. Her newly grown tail lashed around wildly as the fluid began to almost congeal and coalesce. It bubbled and popped and glowed with weird, ethereal green light. It slid and slipped… and swelled.
In minutes, it was formed.

Chrysalis groaned again, rolling onto her stomach as the final bits slipped into place.

Carapace and Molt gazed in wonder at the newly formed egg-sack. It was easily two feet long and just as wide. Already it was filling with amniotic fluid, pulsing as it prepared to create its first batch of eggs.

“Well, sire; it would appear that congratulations would be in order.” Molt scratched at his membranous beard in wonder and worry at the uncharted territory he now found himself in.

“Indeed.” King Carapace smiled wickedly. “I’d say it’s time we picked up the cigars.”

Chapter 11: The Darkest of Dealings

Ponyville

Carmel, no relation to CarAmel of the Apple Family as she was constantly forced to remind the ponies she met, had hoped that this would be a quiet evening. Night had already come to Ponyville and the last of the shops were closing up for the night. Laughing couples on dates passed her by, too consumed with each other to even wave. Mothers and fathers poked their heads out of buildings to call to the fillies and colts that it was time to come home.

Now, with the hustle and bustle finished, Carmel could finally enjoy one of life's small pleasures; her evening walk.

She tucked her brown wings down and set off at a lazy trot for the center of town. Once there, as she did most every night, she would walk about the empty park and contemplate life and all it's mysteries. Once that became boring, she would finally unfurl her wings and lift off into the sky to fly right home to Cloudsdale.

A simple, quiet, ordinary evening.

Until she appeared.

The mare's blue coat was absolutely filthy, mottled and clotted with dirt and debris, almost like the unicorn had been sleeping in a ditch, or rather the alley she had stumbled out of. Her yellow mane was even worse somehow with wild bits of hair sticking this way and that. Carmel supposed that she must have been quite the looker under ordinary circumstances but whatever had befallen her had reduced her to nothing less than a pony-sized dust bunny.

"Are you alright?" She asked on instinct.

She immediately regretted her choice to speak. The mare's glazed eyes suddenly focused on her. A wide, unnatural grin stretched across her face when she saw Carmel's wings. "Are you from Cloudsdale?" she asked in a sickly sweet tone of voice.

Carmel took an unconcious step back, her wings already tensed and ready to spread. "I am. Can I help you?"

The mare nodded frantically. "What a kind mare you are, to offer aid to a fellow pony in need! My name is Arpeggio and I am in just the most difficult spot you could imagine." She gestured at herself with a hoof. "As you can see, I'm afraid I've run out of bits and I am in desperate need of help." She pooched out her lower lip. "Could you help a fellow mare down on her luck? Just a few bits and I can get a room for the evening. Perhaps some food. Even a ticket to the morning train."

Carmel was liking this mare less and less. "Sorry, I'm afraid I'm fresh out of bits."

Arpeggio's demeanor changed instantly. Her face darkened and she lowered herself to the ground like a cat ready to pounce. "Fine. We'll cut out the middle-mare then. Nimbus. I need some."

Carmel's ears flattened. "Do I look like a dealer to you?"

"No. You look like a pegasus. That means you can fly up to Cloudsdale and get some for me. My other hook-up left me high and dry when I used my last bit."

Carmel began to slowly stretch out her wings. "Sorry, but I don't mess with that kind of stuff."

Arpeggio took a step forward. Her horn sparked dangerously. "Make a move and I'll pluck your feathers all at once."

"Is there a problem here?"

The two mares looked over to see a tall white stallion approaching from across the street. He stopped near them and flipped her long golden mane over her neck. "Well?"

"Stay out of this!" Arpeggio snapped.

The stallion looked into her glazed over eyes... and there came a flash of green from his own.

Arpeggio's eyes crossed. "I... I don't feel well."

Carmel and the stallion watched as the unicorn tried to turn, froze, vomited, and fell on her side, snoring heavily.

Carmel shook her head sadly. "Mare's been chasing the cloud."

The stallion raised an eyebrow. "Nimbus? Poor mare. I should get her help at once." His horn lit and lifted the now heavily snoring mare onto his back. He offered a smile to Carmel. "Should anypony inquire, just let them know that Prince Blueblood is insuring that she receives the best care possible." He turned and headed down the road, not galloping but at a lazy, almost disinterested trot.

Carmel considered what she had just witnessed; a severely impaired mare had just been taken to Celestia-knows-where by notorious scoundrel Prince Blueblood for some unknown purpose.

In a moment she would reflect on for years to come, Carmel decided that it was just none of her business.

With a final look at the departing stallion, Carmel spread her wings and lifted off into the peaceful night-time sky.

////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////

As one pegasus flew westward towards her home in Cloudsdale, another drifted on the night air towards her final destination at Ponyville's eastern edge. There lay the most avoided site in town, a blight of sadness and misery in a community that prided itself on joy and laughter. It was a place of reflection on the inevitable and of quiet contemplation.

Rainbow Dash softly landed on the grass of Ponyville Cemetery.

Knowing her path by heart at this point, she made her way through Ponyville's entombed forebears. She paused a moment when her destination came in sight, gathered herself, and forced herself to keep walking until she was right in front of it.

The stone was polished limestone, hoof-crafted, as a compromise. Her family, naturally, had wanted her buried at home. When they saw what an effect she had had on the town, they'd agreed to let her lie there... so long as it was under a stone from the rock farm where she'd been born. There was a simple inscription carved beneath three stylized balloons;

PINKAMENA DIANE “PINKIE” APPLE-PIE
NEVER STOP LAUGHING

“Hey Pinks. Sorry to bother you so late. Had another fight with AJ and I just need to clear my head.” She sighed heavily and produced a bottle of hard cider from the satchel hanging around her neck. “Sometimes I wonder if that mare’s worth it.” She paused and chuckled. “Oh, who am I kidding? Of course she is. I mean, who else would put up with me for this long? She just doesn’t understand how hard it was to lose you. I mean, she does, but… it’s not the same.” She popped the cap and took a small swig, relishing the taste. “You were my best friend, Pinkie.”

She plopped onto the cool grass and leaned on the marker. “Hey, do you remember when you told me you wanted me to be your Mare of Honor? And then I asked you when the wedding was and you were all ‘Oh, just about an hour from now.’ I nearly created a tornado with how fast I was flying in circles. I had to, though. I had to be the best best mare, y’know? It’s what you deserved.” She took another swig. “You looked so beautiful in Granny Pie’s dress. I thought Caramel was going to drop dead from heart failure right there. And then Maud led the ceremony and compared you two to rocks for, like, half an hour?” She laughed. “Man, that day was something, wasn’t it?”

Her laughter died in her throat and her face darkened. “And then… and then you got sick. And then you died.” She swished the liquid in the bottle around. “And then I started drinking a whole lot more than I usually did. And then AJ and I started fighting.” She went to take another swig but stopped and sighed halfway. “It’s like everything started to suck the day you died.”

She sniffled. “Pinkie… I just miss you so much. I hate that I think of you and I just get sad instead of happy. I just see you in that hospital bed.” The images returned to her mind, independent and unbidden. “You were so thin and weak and you were barely breathing…and you were still smiling. You smiled every time we came and saw you. You smiled after every coughing fit. You smiled every time Caramel’s hoof touched yours.” She lifted the bottle for another swig. Her tears ran down her face and the sweet liquid tasted dead on her tongue. “You… you knew how little time you had left and you just kept smiling. You smiled at us when we said good-bye. Caramel told me you were smiling even when you left. I don’t know how. I just don’t know how!” She hurled the bottle and it vanished into the darkness. “Pinkie Pie, I miss you so much. Not a day goes by that I don’t wake up a little sadder knowing that you aren’t around anymore.”

She sobbed openly, hiding her face from the stars in her hooves. “I miss you…” She wiped her eyes and snout and took a long steadying breath. “But I can’t do this anymore. I can’t just mope and drown myself in hard cider. I can’t remember you how you were anymore. Towards the end, I mean. I want to remember how you looked on your wedding day.” New images replaced the hospital scene in her mind. “I want to remember how you looked when Caramel danced with you and how you laughed when you both tripped on the dress.” She smiled. “That’s the Pinkie I want to remember. That’s the Pinkie I know you’d want me to remember. I love you, Pinkie Pie. And I miss you. I always will. But… I have to carry on without you.” She leaned over and gently kissed the engraved balloons. “I have to smile enough for the both of us.”

She stood up and stretched her wings. “I’ll come and see you later. I’m gonna get some shut-eye. I think I’ll let Applejack cool down tonight and start fresh tomorrow.” She gave the marker one last look before lifting off into the sky. “Bye.”

As another pegasus flew home to Cloudsdale, the moon continued to shine down on the cemetery.

Passed out on the grass, his head resting on the back of Pinkie’s marker, Caramel Apple slept on. He dreamed of his wife.

He smiled.

/////////////////////////////////////////////////////////////////////////

It was past midnight when Filthy Rich crossed the enormous lawn and knocked on the great wooden door to the Ponyville's new manor house. He looked around furtively to ensure that all the workers had gone for the evening and breathed a sigh of relief when the door swung open. Before he could be spotted, he ducked inside the house, kicking the door shut behind him.

He regretted this choice instantly as two hissing drones rushed him from down the far hallway.

"Wait!" He yelled, holding the parchment he'd just received in one outstretched foreleg. "I was invited!"

The drones stopped in mid-air and gave each other a look. Their eyes flashed as they tasted the fear pouring from Filthy's emotional spectrum. They sought lies and found none. Cutting eyes at the earth pony, they retreated back to their original positions and resumed their guard-like stance.

"Mr. Rich. How very prompt you are."

The voice came from beneath Filthy's hooves. For the first time he looked down...only to gasp in shock and back away several steps.

The entire floor of the manor had been removed. Below was the expansive wine cellar, or rather what remained of it. The Changelings had burrowed deeper into the earth, creating a pit nearly sixty feet deep with a series of tunnels leading off in different directions. Fluorescent sacs of jelly were suspended along the walls and provided plenty of eerie light. Changeling drones moved about, clearing debris from their 'renovations' and disappearing down the tunnels with flashes of emerald flame.

Filthy watched as one drone flew up until it was eye-level with him. It seemed older than the rest and it scratched unconciously at a long, thick membrane that stretched down from it's chin. "You must be Molt."

The drone smiled and nodded. "A pleasure, Mr. Rich."

Filthy held out the scroll. "Is there a reason I've been, for lack of a better term, summoned?" He peered down into the pit. "And is there a reason I'm not being greeted by your king and queen?"

Molt's smile widened. "Their majesties sent me to bring you to the nesting chamber. They are indisposed at the moment." Molt shouted at one of the guard drones, a series of sharp clicks and whistles. The drone dutifully lifted off and flew until he was hovering over the earth pony. "Please, follow me."

Filthy suppressed a shudder as the drone's legs encircled his barrel and lifted him into the air. The feeling of the hard shell against his fur was revolting but he managed to endure it. It carried him to the pit's floor and released him before returning to it's post.

Molt gestured at a tunnel. "This way."

Filthy follow the head drone at a close distance. He peered at the various tunnels. "Where do they go?"

"Everywhere, Mr. Rich." Molt landed and folded his wings across his back, opting to walk at an easy pace. "Our drones have fully infiltrated your little town. These tunnels allow us to easily transport... well, the spoils of war."

Filthy watched as a pair of Changeling drones flew past. Between them they carried a glowing green cocoon. A small dark shape could be seen through the membrane. "What happens to them? The ones you take?"

"We feed on emotions, Mr. Rich."

Filthy cleared his suddenly very dry throat. "They're a food source?"

"Temporarily, yes." Molt paused to hiss orders at another drone who buzzed off quickly down another tunnel. "The fluid in the pupae slowly converts the pony inside into one of us." He sighed and shook his head. "There are barely a dozen true Changelings anymore."

Filthy raised an eyebrow. "But I saw nearly a hundred when I first got in here."

"All conversions." Molt scratched at his beard again. "Even I myself am a convert. Most of the drones you see were runaways or were taken in raids."

"So which were you?" Filthy asked, stepping over a puddle of glowing slime. "Runaway or kidnapped?"

Molt looked back at his coldy. "I was willing, Mr. Rich." He stopped before a grand entrance. "We're here."

Filthy saw that he was now in a huge antechamber. The room was dome shaped and his attention was quickly drawn to a small dent in the center.

There were eggs.

"That was fast." Filthy whispered.

"Indeed." Molt could not stop smiling at the black, veiny ovals all piled together. They seemed to pulse in the dim green light of the room. "They came with greater speed and in greater number than we anticipated. There are forty nine in all. It would appear that the inherent magic of the king has affected the entire reproductive process." He buzzed over and stroked one, pouring love into it. It pulsed in response. "Our kind are saved."

"And when will they hatch?"

"Very soon."

Filthy looked over sharply to find a pair of glowing green eyes watching him from the shadows. As they came closer, there was a flash of emerald fire that briefly illuminated the thin and hardened body of the Changeling King. When the fire faded and the form stepped into the light, it was Prince Blueblood who offered a proud father's smile. He held out a cigar.

Filthy took it with an uneasy smile. "Haven't had one in years. Suri hates the smell."

"Life's too short. Particularly for those in Ponyville." Blueblood looked back in the shadows. Chrysalis was asleep, worn out from the laying process. She breathed quietly, her hooves wrapped tightly around something he could not quite make out. "Let's make this quick. I don't want to disturb my wife and tomorrow's a big day."

"Of course."

Blueblood nodded at a drone standing at the room's far end. It flew over and held out three glowing circles, each suspended from a strip of leather. "These talismans have been touched by both mine and my wife's magic. When you and your family wear them, then you will be able to move about my drones and my children unmolested."

Filthy took them gladly and tucked them into his jacket. "I take it that I had better move my plans up then?"

Blueblood grinned and narrowed his eyes. "I'd say the sooner the better."

Filthy nodded. He was ready to leave when a new noise came to his ears. It was a low, pleading sort of muffled crying. He looked back at the eggs and looked instead this time to the domed ceiling above them.

Dangling from a stretch of membrane in a half formed cocoon was a unicorn mare. Her blonde mane was tangled and her eyes peered into his desperately. She yelled against the hardened slime that was affixed to her mouth.

"Who is that?" Filthy tried to keep the horror out of his voice.

Blueblood shrugged. "Some nopony addict I found making a spectacle of herself. She's here actually serving a purpose."

"Which is?"

"My children's first meal."

Filthy took a cautious step back. "I thought your kind fed on emotions."

"Yes." Blueblood shivered as he tasted Filthy's fear. "Most do."

Filthy took that as his sign to make his exit. He gave a small bow. "I can find my way out. It's been a pleasure, your majesty." He backed out of the chamber and quickly began galloping back down the tunnel from where he'd come.

He had a lot of packing to do.

Arpeggio, watched as Filthy beat a hasty retreat and knew that she was watching the departure of her last hope. Tears began to run from her eyes as she ceased to struggle.

Molt left the eggs and settled next to his queen. "Maybe you were right, my precious queen." He looked back at the clutch of eggs. "Maybe this has all been worth it after all."

Blueblood shifted back into Carapace and watched Molt closely. He rolled his eyes and turned instead to the eggs.

The two watched as Arpeggio's tears ran down the cocoon's sides, forming two long rivers before dripping down onto the clutch.

And from where the tears made contact... the eggs began to crack.

Chapter 12: The Calm

Ponyville

Hayseed Turnip Truck yawned loudly as he pushed open the door to the nearly completed manor house. The sun was barely in the sky and his boss had already told him that he needed to do a final sweep of the interior before Prince Blueblood and Duchess Janice came to give the place a once over before the big celebration that day. He closed the door behind him and took one step forward.

His hoof met nothing but air.

"Whoa!" He suddenly found himself rolling into a dark pit. He skidded to a stop and shook his head. His lucky green cap floated back down onto his head as he looked around to get his bearings. Strange glowing lights painted the floor around him green. There were tunnels everywhere around him. He looked up and saw the landing where he'd been standing. "Gosh. I knew puttin' this place up so quick was a bad idea. Guldern floor gave in." He stood painfully and looked down the tunnel closest to him. While he was alone in the pit, he could hear voices echoing down the carved hallway. "Hello?" When there was no answer, Hayseed gulped and started making his way down the corridor.

He followed the voices, unconsciously treading lightly so his hoof-steps would not echo. He lost track of how long he walked, but it was long enough that he had to wipe the sweat from his brow with his lucky cap. Before long he spied what appeared to be the end of the tunnel and the source of the voices. He perked up his ears, hoping he would recognize them.

"But why are they all males?" A female voice asked. "And why do they look so... different?"

"How would I know, my love. You've been a Changeling far longer than I have." A male voice replied.

The word 'Changeling' made Hayseed pause. His work had often brought him to Canterlot and while he had not been there to see it himself, he had heard more than enough about the day of the Royal Wedding, when the emotion-eating beasts had nearly conquered Equestria. He carefully crept up to the portal and peered inside the room with the voices.

There were two of them. Changelings. They were standing together and gazing at something in the room's center. Hayseed looked and nearly had to stuff his hoof into his mouth to block his gasp.

The center of the room dipped slightly. All around the rim of this dip were strange, black fragments that were still dripping with green goo. The dip itself was filled with a squirming, writhing mass of darkness. Occasionally a hoof would appear or he would see a flash of green eyes. The room echoed with the sounds of clicks and shrieks.

The mass pulled apart for just a moment and Hayseed saw that it was not one mass, but many. It was a pile of Changelings. They were lumped together and moving this way and that. He was suddenly reminded of how puppies look when they're first learning to walk.

The Changelings had parted just long enough to toss something away from them. It coasted through the air and landed near Hayseed's hooves with a hollow thud. His eye twitched as he took in the stark whiteness of the thing, the gazing empty sockets, and the obviously nibbled upon horn on the forehead.

It was a unicorn's skull.

Hayseed took a step back... and found something impeding his retreat.

"Mr. Turnip Truck." The smooth voice of Prince Blueblood's butler whispered in his ear. "What terrible luck you have."

///////////////////////////////////////////////////////////////////////////////////

Chrysalis looked down at her children and tried to figure out why they were the way they were. They were unlike any Changelings she had ever seen.

The hatchlings were larger than the drones and stockier. Their front legs were longer than their back ones and this gave them an almost hunched over appearance. Only a few had wings.

And their teeth...

"Mother?"

Chrysalis' eyes widened as one of them spoke to her. She knelt down and smiled. "Yes, my little one?"

"Still hungry." The hatchling's voice was raspy and high pitched. It's sharp teeth clacked in it's mouth.

Chrysalis nodded and touched her jagged horn to her child's forehead. She gave it a burst of love and thrilled at how she was able to give freely without need of rationing. Her husband had seen to that. She watched as her son's face shifted into one of contentment... and then back into want. "Still hungry."

"Go play with your brothers." Carapace told his son. "You'll have plenty enough to eat soon enough."

Chrysalis stood back up and resumed her puzzling. "I know that our kind once subsisted on more than love, but I didn't know we had such strong... appetites."

"Growing boys, my love." Carapace shrugged his shoulders.

"I just wish I knew why they looked so different."

"Perhaps it has something to do with the magic you used to create me. Perhaps they are the next step in the evolution of the Changelings."

Chrysalis wished she could share in her husband's lack of worry. She tucked her wings more tightly around her. "And they're already talking. At this rate, their shells will harden faster than normal as well."

"Good. Then we are precisely on schedule."

She cut annoyed eyes at Carapace. "So preoccupied with your conquest that you cannot take a moment to relish in our success?" She gestured at the brood. "Our kind are saved! The Changeling race will live on!"

Carapace smirked. "And I will celebrate that when I have a place from which to see that race continue to grow, my love." He turned away from the brood. "Molt!" He barked.

The butler Stiff Upper Lip approached and bowed. Emerald fire burned away his disguise and it was Molt who rose from the bow. "Apologies, sire. I had to bag something for later."

"Is your drone in place?"

"Squelch? Yes. He's awaiting my arrival and the departure of my subject."

Carapace nodded. "Good. Be ready the instant the dragon arrives."

Molt bowed again and looked over at his queen. "Long live the Changelings, my queen."

Chrysalis swelled as she felt Molt's love touch her heart for the first time in what seemed like ages. "Long live the Changelings."

Carapace rolled his eyes like a petulant child. "Just go. And do not fail me."

"Never, your majesty."

As Molt left, Chrysalis again knelt down and reached out a hoof to touch one of her children. She recoiled when one snapped at her before returning to rolling around with his siblings.

She looked at her hoof and watched as a small scratch appeared from where the teeth had grazed her.

Was this what she had done so much for? Was this the glorious return of her kind? She forced away her doubts as best she could. Of course this was what she wanted. Wasn't it?

For the first time in years, Chrysalis felt the nagging tug of doubt in her mind.

Carapace ignored his wife's ponderings and smiled wider at his sons. Already their shells were forming, the shiny leather becoming impenetrable armor. Unlike his wife, he was absolutely sure this was what he had wanted.

His little monsters would be the perfect objects of his revenge.

/////////////////////////////////////////////////////////////////////////////////////////////////////

"And yer sure you'll be alright?"

Applebloom rolled her eyes. "For the hundreth time, yes."

Fluttershy helped Macintosh with his saddlebags. "It doesn't seem right that you should miss the celebration. You worked so hard and got that house up so fast."

"That's exactly why I'd love to just sit around the empty house and watch Scarlet." The red foal on her back let out another hacking cough that somehow still managed to be adorable. "I'll make her some soup and lay with her. Read her some books. You all go on and have a good time."

Applejack frowned. "I dunno..."

Applebloom looked her sister dead in the eyes. "This is about yer fight with Rainbow Dash last night, isn't it?"

Applejack opened her mouth to respond and let it close a moment later instead.

"Look, you know she's gonna be there. This'll be good fer you, I'm sure of it." She threw her forelegs around her and hugged her tight. "You can trust me."

Applejack returned the hug. "I know I can. There's nopony in Equestria I trust more than you." She kissed her younger sister's cheek. "I love you, little bit."

"Love ya too." Applebloom pulled back and smirked. "Now get goin'!" She finished, punctuating her command with a slap on the mare's rump.

"You be good for Auntie Applebloom." Mac rumbled at his tiny daughter.

"Okay, daddy." Scarlet replied miserably, her throat killing her.

Fluttershy floated over and kissed Scarlet's tiny cheeks. "We'll be back soon."

Scarlet nuzzled her mother and coughed again. "Love you, Mommy."

"I love you too."

"Alright, enough of the sappiness. Let's get to this shindig." Applejack hoisted a fully loaded picnic basket onto her back and adjusted her hat.

"Shindig? I thought this was a hootenanny." Mac chuckled.

"If it's gonna be a hootenanny, we're gonna need some more cider."

The three ponies set off down the road, laughing and enjoying the beautiful day.

Applebloom watched until they vanished from sight and then turned her neck to look at the filly on her back. "How does soup and a nap sound?"

"Okay." Scarlet yawned and coughed again. "Story too?"

"A'course. But just the one." Applebloom closed the door and reached deep into the nearby couch's cushions. "Auntie Applebloom has some reading to do herself, after all."

With a small, triumphant grin, she pulled the tome known only as 'Apple Family Secrets' from where she'd hidden it before anypony else had woken up.

/////////////////////////////////////////////////////////////////////

Spike paused mid-step when he noticed the door to Carousel Boutique was standing wide open.

The dragon did not immediately assume it was a break-in. Ponyville, being the friendship capital of Equestria, had a crime of rate of next to nothing. Ponies rarely, if ever, locked their doors.

But Rarity never left the door open like this. She was too terrified that the smallest speck of dust would come sailing in on an errant wind and land on one of her precious creations.

And besides, Rarity was already on her way to the celebration in the park with Crescendo and Cheerilee. He had only come back to grab a few extra gems to munch on.

Had she forgotten something? Or was it somepony else after all?

Measuring each step, Spike slowly made his way towards the open door. Voices drifted out from within. At first he could only make out that there was a male and a female.

"Please! You forget yourself, sir. This is hardly appropriate behavior."

"I'm tired of being appropriate when I'm around you, darling. It takes every inch of willpower to stop myself from just taking you into my hooves when I see you."

Spike's eyes narrowed as the voices became clearer with each step he took.

"Crescendo, I mean it. Stop this foolishness at once. I am a taken mare!"

"Not yet you aren't, Rarity. But you will be soon enough."

A shocked gasp. The shattering of a vase.

Spike bounded the last few steps into the Boutique. "What in Celestia's name is...!" The words died in his throat when he saw the sight before him.

Rarity's chez lounge had been pushed against the table next to it, toppling the vase of fresh flowers meant for waiting customers. Rarity herself was splayed across the plush red fabric, her position and waving legs indicating that she had just been thrown there with some force.

Looming over her, holding her down with a grin on his face, was Crescendo.

Rarity's panicking eyes met Spike's. "Spike! Thank goodness! This brute is trying to have his way with me!"

Crescendo rolled his eyes as he also looked over at the dragon. "You really are incapable of knowing when you aren't wanted, aren't you?" He looked back down at Rarity and licked his lips. "Fine. The lizard can watch while I show him how to really take care of a mare."

Spike the Dragon had been raised by one of the most intelligent ponies in Equestrian history. His education had been long and fruitful, and he now proudly counted himself as one of the most intelligent of his kind. He took great pride in having overcome the bestial instincts of his reptilian brain. While proud of his draconic heritage, Spike was quietly prouder that he was more pony than dragon when you really looked at it.

All of that ceased to matter in an instant.

Something in Spike broke. His suspicions about Crescendo had been proven correct. His mare, his mate, was being threatened by another male. His eyes narrowed into thin, black slits. His claws extended a further two inches. He fell to all fours and drew in as deep a breath as he could manage.

He roared, the rippling sound waves tinged by flashes of dangerous orange fire. It was a bellowed challenge.

Crescendo stared at the bared, dripping fangs of the dragon and gulped. "I take it that's my cue to exit." The unicorn bolted and smashed his way through a nearby window.

Spike lunged after him, his overwhelmed mind not bothering to check on the pony he loved. All that mattered was the other male. Catching him. Tearing him. Gutting him...

The purple dragon smashed through the wall of Carousel Boutique in hot pursuit of his prey.

Rarity sat up and gaped at the massive hole in the wall. She watched as Spike pursued Crescendo down the lane...

...straight towards the celebration in the park.

She smirked as emerald flames surrounded her. When they faded, Molt stretched his wings and took off into the sky to find a comfy place to watch the ensuing fireworks.

He only hoped Squelch would get the same opportunity.

//////////////////////////////////////////////////////////////////////

Ponyville's park was alive with activity. It seemed that the entire town had received an invitation to partake in the festivities surrounding the dedication of their new royal resident's nearly palatial estate. Various vendors were spread this way and that offering delicious confections from candied apples to frozen carrot pops. The younger fillies and colts took in a free puppet show while their grateful parents took a moment to sample some of Sweet Apple Acre's finest ciders.

Fluttershy took in the scene sadly. "I can't really enjoy myself knowing Scarlet's sick at home."

Her husband put one great foreleg around her shoulders and kissed her cheek. "Don't you worry none, little wing. She'll be just fine. You relax and have a good time." Nearby, he heard cousin Fiddlesticks let out a wild whoop and holler as her band swung into a bit of classic country music. "Come on. Let's dance."

"Dance?" Fluttershy giggled. "You know I've got four left hooves, big bunny. Remember the wedding?"

He winked at her. "How could I ever forget how graceful you can be?"

She laughed as he pulled her into the growing crowd of dancing ponies.

Applejack reclined on a park bench and clapped her hooves along with the music. She watched her brother and sister-in-law dance and smiled at how happy they were.

"Hey."

Her smile faltered as the pegasus she loved landed beside her. "Hey." She pointed a hoof. "Cider tent's that way."

Rainbow Dash grabbed the farmer's hoof and kissed it. "Nope. I found what I was after right here."

Applejack looked at Dash and raised an eyebrow. "You? Turnin' down cider?"

Dash chuckled and nuzzled her hoof. "I know I've been a little rotten lately..."

"A little?"

"A lot." She looked at her marefriend with pleading eyes. "I'm sorry. I want things to be good between us again. Before the drinking and the fighting."

"Before Pinkie."

Dash nodded sadly... and squeaked when she found her lips claimed by ones that tasted like apples.

Applejack held the kiss for a moment before pulling back and smiling.

Dash smiled, a ditzy glaze in her eyes. The earth pony tended to have that effect on her. "Wanna dance?"

"Sugar, you read my mind."

Rarity and Crescendo watched as the two mares joined in the dance. "Do I hear wedding bells?"

Rarity laughed airily. "I certainly hope so. The sooner those two are joined in the bonds of holy matrimony, the better." She sipped from her glass of cider. "That might end their ridiculous rivalry once and for all."

"I wouldn't count on it." Cheerilee joined the unicorns and passed a cider to Crescendo with a kiss on his cheek. "Those two will be butting heads until the day they die."

"I'll drink to that." Rarity clinked her glass with Cheerilee's.

"And I'll drink to anything at this point." Crescendo chuckled.

The three ponies laughed as Mayor Mare, Prince Blueblood, and the Duchess Janice asceneded the stairs of the small stage that had been erected in front of the large manor house. She tapped on a podium-mounted microphone and cleared her throat. "Fillies and gentlecolts, if I may have your attention!"

The band stopped playing. The conversation and laughter began to wind down. All eyes turned to the stage.

And in the quiet that followed, a new sound became audible.

It almost sounded like roaring.

It was Carmel who was the first to see what coming... and the first to scream.

All eyes turned and widened in terror as a demon beast came bellowing down the road towards the park. It galloped on all four legs and fire flew from its nostrils. It's speed was unimaginable, the creature appearing to be nothing more than a purple blur to those with dull eyes.

One pony knew that shade of purple better than anypony. Rarity's stared at what was coming in absolute confusion. "...Spike?"

Spike roared again as his eyes scanned the crowd of ponies for his prey. The unicorn had vanished from sight just a few seconds before, ducking into what looked like an almost newly dug hole. Spike was no fool. He knew where Crescendo was heading. He roared once more as his eyes focused on the confused face of his prey. He jumped over the heads of the horrified ponies in the park, paying no mind to their screams or stares of terror.

Crescendo's magic flickered and his glass fell. "Uh, why is he looking at m...?" Spike's collision with the smaller unicorn drove them both to the grass. They skidded several feet before stopping beside a booth selling custom horseshoes. Crescendo gasped as the combination of impact and Spike's weight bearing down on him drove the air from his lungs. Spike growled and grabbed the unicorn by the throat and hoisted him in the air. With another roar of fury, he hurled Crescendo into the booth and watched with satisfaction as the wooden walls crashed and collapsed from the impact.

Coughing and heaving, Crescendo forced himself to his hooves. "I don't suppose you could tell me why you've just threw me like a javelin?!" He demanded.

Spike growled a single word, the only form of communication that was able to get through his now instinct-driven brain. "Rarity."

Crescendo's eyes shot open. "Now Spike, look; I don't know what you think you've figured out, but things have changed. I've got a good thing going with Cheerilee and I think I might..." A bolt of pain shot through his foreheard accompanied by the distinct PING of metal meeting bone. Crescendo cast his eyes up to see the still spinning horseshoe Spike had just rang around his horn.

Well then.

His eyes narrowed. "You understand, of course, hoc est, qui bellum?" His horn lit and tossed away the horseshoe. "I never wanted her to come between us, old boy. I want you to know that."

Flames blazed from Spike's nostrils. His claws dug into the earth.

"I always had a feeling you wouldn't take it well if you ever found out. I never imagined you'd actually try to kill me." The wares beneath the collapsed booth began to glow. "Well, if you thought that I was going down without a fight, then you are sorely mistaken!"

A spark of light and a hundred brand new horseshoes blasted from beneath the wreckage and began pelting the enraged dragon like machine gun bullets. Spike roared in annoyance and swatted at the projectiles.

Not wasting a moment, Crescendo galloped towards the dragon and swiftly pivoted at the last second to deliver a buck to Spike's face.

Spike recovered from the blow a moment later and swiped his talons at Crescendo's head only for them to meet nothing but air. Another buck drove the air from his chest as Crescendo slid to attack his soft underbelly. Bellowing with rage, Spike threw his limbs outward and brought all his weight down on the unicorn.

He grinned with a mouthful of fangs as the unicorn squirmed beneath him.

The purple dragon was suddenly wrapped in an emerald aura that lifted him several feet off the ground. As the gathering bystanders watched, Crescendo's magic hefted Spike up just high enough that the professor could pull himself free. He stood on unsteady hooves and wiped his muzzle. The streak of blood on his hoof filled him with a savage sort of thrill.

The adrenaline of a warrior.

He stared right into Spike's eyes and craned his neck back.

Spike lifted higher into the air.

"Now, physics was never my specialty." He adopted his favorite tutoring tone. "But I seem to recall one incontrovertible fact of the universe." He smirked. "What goes up..." He let the magic in horn die. "...must come down."

Spike fell rapidly, his legs already tensed to catch himself.

"Unless, of course, you have magic."

The magic returned just before Spike landed. He glared at Crescendo.

The unicorn winked. "Enjoy the ride, old boy." With a cry of effort, he hoisted the dragon back into the air and then brought him crashing back to the ground. Before Spike could recover, Crescendo lifted him and slammed him down again.

And again.

Each impact shook the earth and made nearby ponies lift several inches into the air. The grass was flattened into a dragon-like shape that soon was embedded in the park's very soil.

Sweating profusely and panting with effort, Crescendo managed just enough magic to to hurl Spike backwards into the puppet-master's mobile theater. It exploded into a pile of wood and cloth. Tiny puppet bodies were hurled everywhere.

Silence followed the ungodly crash.

His horn now burning the flesh of his forehead slightly, the unicorn carefully made his way to the wreckage. "Now, if you've had enough, maybe we can discuss this like gentle..."

Spike's claws exploded from the wreckage and wrapped tightly around Crescendo's neck. The dragon launched himself forward and pinned his prey to the ground.

Crescendo's head smacked against the earth, knocking him silly. He looked stupidly up at the growling predator. "I... I never would have taken her away from you, Spike. You have to believe..."

Spike's claws squeezed.

Crescendo squeaked and beat at Spike's impassive, scaled face with his hooves. His eyes grew wide as his brain screamed for oxygen.

Spike squeezed tighter. Already he could feel his prey slipping, his heart-beat slowing with every beat. He drew in a great breath of air as though to mock the suffocating pony beneath him, but the glow of flames in the back of his throat betrayed his true purpose. He opened his jaws...

"ENOUGH!"

The tattered cloth curtains from the puppet wagon became bathed in blue light and lashed out like vines. They wrapped around Spike's own throat and pulled him away from Crescendo.

The unicorn took a deep, thankful breath.

Spike's claws made short work of the make-shift ropes. He swung outward at the foolish pony who had thought to intervene in his battle.

His beloved stared at him in confusion as his talons, tiny daggers each, approached her face at deadly speed.

He stopped his swipe just before it reached Rarity's beautiful face.

She narrowed her eyes in worry. "Spike, love; please calm down. This isn't you. This isn't the dragon I fell in love with."

Her soothing, melodious voice slipped into his rage-clouded brain and touched the rational part of his mind. He lowered his claws and blinked rapidly. "But... but he hurt you."

"What?" Rarity looked over at Crescendo. The badly beaten unicorn was being tended to by a nurse pony who had come for the festivities. Cheerilee held his head in her hooves and whispered reassurances to him. Rarity looked back at her lover. "It looks like you're the one who hurt him, Spike."

"No. I mean..." Spike growled in frustration as his rational mind fought to regain control of his body. His talons retracted and he lifted back onto two legs once again. "Back at the Boutique. He was trying to take advantage of you."

Rarity reached out a hoof and touched the place on his scales that protected his heart. "Darling, Crescendo's been here this whole time. So have I."

Spike's eyes returned to their natural state and he held his suddenly aching head. "But... but I saw..." He looked around at the wreckage he and Crescendo had caused in their fight. He saw the terrified looks in the eyes of the ponies he called his neighbors.

He saw a little filly hiding behind her mother's leg.

"What have I done?" He murmured, falling to his knees. "What did I become...?"

"Stop." Rarity rushed to him and threw her forelegs around him. Instinctively, his arms wrapped around her. "That wasn't you. Whatever that monster was, something turned you into it. You're my sweet, caring Spikey-Wikey." She kissed him. "That's who you are."

He kissed her back and the tension in the air seemed to lift. Ponies began to talk amongst themselves about what they'd just seen. Some cheered at Spike's recovery.

"Well, who'd have guessed." Crescendo grinned dopily. "'Erat autem silentium faciebant in pulchritudine gerens.'" He coughed.

"Lay off the ancient languages, you ham." Cheerilee smiled at him. "Let them take care of you."

Up on stage, Mayor Mare cast an uneasy grin at the royal couple. "This kind of thing... well, I won't say it never happens. But it doesn't happen that often anymore."

Prince Blueblood said nothing. His glaring eyes were focused on Rarity. On the smile on her face as she rested her forehead on Spike's.

Janice noticed but said nothing.

Spike looked into Rarity's eyes. "What did I see? Back in the Boutique, I mean?"

Rarity's eyes narrowed as she pondered. "I'm not certain. Who could have replicated Crescendo and myself with such perfect accuracy?"

"CHANGELINGS!"

All eyes turned to see Hayseed Turnip Truck burst from the manor's front doors. He was still coated in the slime of the cocoon Molt had hastily shoved him into. His hat's bill was still clean, a testament to how he'd used it as a saw to get out of the cocoon after Molt had neglected to put him all the way in. He looked around at the crowd with panicking eyes.

"Hayseed?" Mayor Mare gaped at his appearance. "What in Equestria happened to you?"

"Changelings!" The earth pony cried again, pointing a shaking hoof at the royal couple. "They're changelings! Just like the ones that attacked Canterlot a few years back! They've got a whole nest of grrrk!" Hayseed's terror-stricken face suddenly vanished as emerald energy grabbed his head and twisted it one hundred and eighty degrees.

The handy-pony collapsed like a twitching sack of potatoes.

"Well." Blueblood sighed in exaggerated exasperation, the magic in his horn fading. "I guess the cat's out of the bag, my dear."

"It would seem so, my love."

The horrified ponies watched as emerald flames coated the pair, melting away their fur and revealing the chitinous armor beneath.

Carapace and Chrysalis, King and Queen of the Changelings, grinned down at the crowd.

Applejack forced her way towards the stage and glared at the intruders. Rainbow Dash floated overhead "And just what are you doing here, uh...?" The pegasus paused in her demand, wracking her brain for the queen's name while also doing her best to ignore the still twitching body on the platform. "...Queen Crystal Priss?"

"Chrysalis." The queen corrected her and examined her hoof with disinterest. "We simply heard that Ponyville was the perfect place for couples settle down. Lay down some roots." Her eyes flashed green as she sent a signal down into her nest. "Start a family."

Applejack spit and looked back at Ponyville's residents. "Now ya'll calm yerselves down. Don't let yerself feel anything. Not even fear. These monsters feed on emotion."

Carapace's grin grew wider. "Your memory serves you well, Applejack. Most Changelings, like my wife and I here, do indeed subsist on the emotional spectrum." He looked back at the open manor doors. "Our young ones, however..."

Applejack and Rainbow Dash looked and noticed for the first time that the darkness that lay in the manor wasn't simple lack of light.

It was moving.

Dozens of glowing green eyes flashed from inside the house.

"They need a bit more protein in their diet." Carapace's magic grabbed a stunned Mayor Mare and, before she could even scream, hurled her into the darkness.

The ponies began to draw back from the sounds of tearing and crunching that followed.

The sounds ceased. The darkness began to inch beyond the borders of the doorway.

"Now, I believe it's time to get this dinner party underway." Carapace's wings lifted him into the air. He looked down at the ponies and relished in their fear. "My love?"

Chrysalis looked back at her sons. "Have fun."

The darkness spilled forth from the manor like a great black wave of death. Some of the beasts flew. Some simply launched themselves into the air. As one they attacked. As one they hissed a single word that echoed for miles.

"Flesh."

The wave came crashing down on the citizens of Ponyville.

Chapter 13: In the Dark

Canterlot Castle
The Archives of Truth

Twilight slumped against the wall and yawned. She was exhausted, both physically and mentally. She and her companions had just finished a solid three hours of postulations on the possible location of Starswirl the Bearded and the youngest alicorn mare was running on fumes.

Twilight

One of her ears twitched at the sound of her name being whispered. She looked back down the hall towards the central atrium of the archives and watched for any movement that would indicate one of her mentors heading her way. When no such movement came, she smiled wearily. "I must be more tired than I..."

Twilight

No, there it was again. Stronger now. And coming from down the hall. Her inquisitive nature took hold and she briskly trotted deeper into the archives. In seconds she was beside a heavy wooden door with arcane protection runes carved across its surface. She cocked an eyebrow at the old magic. Whatever was behind the door must've been quite important. There were few poies who still knew had to unlock spells locked with runes.

Luckily, runes had been a favorite back in school.

She easily cast a counter-spell that forced the door open slightly. She pushed her way in and took in the now formerly sealed chamber.

Enchanted candles bobbed in mid-air, illuminating a series of shelves covered in all manner of brick-a-brac. She looked around suspiciously, wondering why a room of random junk would be defended by such ancient magic as runes. Her roaming eyes caught sight of a rusty old bell, a cobwebbed diadem, and a pot of soil that held a single waving vine.

Her eyes were just being drawn to a strange, golden apple when she heard the voice again.

Twilight

"Hello?" She called. "Who's there?"

Silence was her only answer.

Twilight snorted irritably and turned to leave but something else caught her eye; something she never thought she would see again.

The curved bit of midnight-black and red bone rested on a pedestal in between the rusty bell and what appeared to be a jar full of purple jelly. She narrowed her eyes at the sight of King Sombra's horn, salvaged from the frozen wastes outside the Crystal Empire. Even now she could almost taste the cruel monarch's dark magic...

"Twilight?"

Twilight spun to find Brother Veritas in the doorway. "I'm sorry! I heard somepony calling my name and I..."

He ran a hoof down the runes on the door. "How did you get in here? This door can only be opened by the current Brother Veritas."

Twilight shrugged. "Runes are kinda easy for me."

The brows on the pond-green pony's face narrowed. "You said you heard a voice. That's impossible." He pointed a hoof in her general direction. "Do you have any idea where you're standing?"

Twilight again looked around the room, her eyes widening as she really took in the objects around her. "Is this... is this the Room of Relics?"

Veritas nodded. "Yes. Which is why you must leave immediately." He stepped aside for her to pass.

Twilight, doing her best to reign in her amazement at the hidden treasure trove she had almost literally stumbled across, headed towards him.

A glint of red caught her eye.

She turned and froze as she took in the familiar shape of the Alicorn Amulet. It rested on a pillow of deep scarlet. It was coated in dust, as though it had not been touched in some time.

"Brother Veritas?"

"Yes?"

"The ponies that broke in, that took your eyes... did they steal anything from this room?"

Veritas shook his head. "Impossible, your highness. As I said, only the current Brother Veritas is supposed to be able to enter here."

The wheels in Twilight's mind began to spin in earnest. Why would Princess Celestia lie to her about the crime committed against the aged librarian? And why would a disembodied voice call her down here, to a door that she wasn't even supposed to be able to ope...

There was a flash of movement behind Brother Veritas as his shadow peeled itself off the wall.

"Look out!" But it was too late. She watched as the shadowy figure blew past the librarian and rushed towards her. Narrowing her eyes, she lit her horn and blasted a bolt of magic at the entity. It easily dodged the blast and blew right past her. A sudden weakness flooded her and her knees buckled, her breath fogging as though the room were suddenly filled with an intense cold. She turned and saw the thing reach its destination; Sombra's horn.

It looked back at her with eyes that flashed green for an instant, like the last light of a dying sunset. "Thanks." It whispered in the same voice that had lured her to this very room.

Realizing finally that she had been used, Twilight poured every drop of magic she could muster into her horn and let loose a bolt of pure eldritch lightning.

The shadow-thing grabbed the horn and vanished into the air just as the bolt struck the shelf where the horn had been. It cracked in half and fell in on itself, the bell colliding with the jar with an almighty crash. Glass fell to the floor like a sharp rain.

Strangely, the bell did not ring.

Twilight turned to Veritas. "Are you alright?"

Veritas wasn't even looking in her direction. His face was focused entirely on the fallen shelf. "That shouldn't have happened."

"What?"

"The bell! The bell's magic must have countered the jar's!" He took a careful step back. "Twilight. Start walking towards me. Very slowly."

"But..."

"No sudden moves!" Veritas' hood fell back as his ears whirled like radars. "Just slowly come towards me. Maybe we can contain it before it gets too big."

"Before what gets too... AH!" Twilight screamed as something wet and hot brushed past her hoof. Her wings spread on instinct and carried her above the floor. "What was that?!"

A series of strange pops were her only answer. She watched as a number of the room's relics began to pop out of existence.

"You two need to leave."

The ponies looked to find Princess Celestia standing in the door's arch. She glared into the room, horn glowing, her magic sending the relics to safety in the castle above.

"Princess! There was somepony here!" She gestured back at the shattered shelf as the golden apple vanished. "They took..."

"We will deal with that later." Celestia's tone was even and cold. "But right now I need you to leave. I have to contain it before it..."

Something small jumped with hideous intent past her face.

Celestia spun to attack but the beast was already oozing down the corridor. Even as it crawled, it continued to devour a small black object it had managed to snag before it could be magicked away.

"That was the Alicorn Amulet, wasn't it?"

A flash of light from the kitchens was all the answer the three needed.

"Well... that's not good." Veritas pulled his hood back up and turned towards the main archive. "You two should get out while you can. I will hold the beast off as long as I..."

"You're leaving."

Veritas spun and stared at his princess. "No Brother has ever abandoned this Archive!"

Celestia looked at him, and only Twilight saw the sorrowful expression on her face. "The Archive is already lost, Veritas. You know that."

Twilight made her way to her mentor's side. "I can help you."

"No. You must leave as well. You have to help him."

"Help him with what?"

Celestia's eyes flashed and Twilight stumbled as images filled her mind. Equations and diagrams, incantations in ancient dead languages, spells that had not been attempted in centuries...

She blinked several times as the rush of new knowledge sank into her. "What is...?"

"You already know." Celestia whispered with a small smile.

And Twilight did know.

The floor beneath them shook as something enormous heaved its bulk through the librarian's small kitchen area.

Celestia's smile vanished. She looked into her former student's eyes and, for the first time in her life, commanded her. "Go."

Twilight's knees trembled at Celestia's tone and, for the first time in years, bowed to her until her horn grazed the stone floor. "Yes, your majesty."

There was a flash of purple light and Celestia was alone.

She took a deep breath to steady herself and squared herself against the looming darkness.

With measured steps, she stepped into the dark.

///////////////////////////////////////////////////////////////////////////////////

Brother Veritas stumbled as he and Twilight winked into existence in the main Archive. He looked around wildly, his hood falling off once again and exposing his silver mane to the false sun overhead. "We need to grab as many as we can. We can make several trips and..."

"Brother Veritas. I need you to stand very still."

Veritas rounded on her with a snarl. "Stand still?! We have to preserve the Archive! There's no telling how much damage that thing could do!"

"That's why precautions have to be taken."

Veritas could not see, but he could feel the magic Twilight was gathering around her. "Precautions?"

"Yes." Twilight's eyes flashed white as she finished conjuring the spell. "This might hurt."

"What are you talking abOWWWWW!" Veritas screamed as magic flooded his body. The atoms in his cells parted and drifted away from each other. The flesh and blood pony ceased to exist for a moment, becoming instead a loose collection of molecules and DNA strands held together by carefully woven magics.

Twilight took a deep breath and cast the second part of the spell.

Now the archives themselves began to glow. Ancient tapestries and tomes lit from within as ghostly apparitions of their contents floated into the air. Pictures and paragraphs dating back millenia swirled into a maelstrom of knowledge that gathered over the being that had been Brother Veritas. The gathering storm of letters and images grew larger and larger as the sum total of knowledge contained in the ancient rooms was gathered into a single spot.

Twilight took a final steadying breath and cast the final piece of the spell.

At her command, the storm of information descended and collided with the incorporeal unicorn librarian. The alicorn's incredible magical manipulation sewed the two forces together as delicately as she could manage while being crunched for the time. The air seemed to sing as primal and old forces were called upon to complete a task the likes of which had not been seen since the dawn of time itself.

For the pony that had been Brother Veritas, it was nothing short of a religious experience. He felt his own memories beginning to bind seamlessly with the knowledge he had dedicated his life to preserving.

"Brother Veritas, I'd like to introduce you to your new pupil, the Princess Cadance. I trust you two will be great friEnd this treachery now! You cannot trust them! They will be the end of our race!"

"You will purge the Archives of her very existence. Equestria must forGive me, Twilight. I thought you were beyond simple fairy tales. Very well. Once upon a time, there were two sisters..."

"I forsake my lands, my family, my titles, and my very name. I am the Truth, and the Truth shall make you freezing, I'm freezing, Oh Celestia it is so cold up here how could you condemn me to this?! How could you do this to your own sister?!"

"I will always love you, Blank Page. For forever and a day."

The atoms pulled together, the magic became contained... and in a flash of light it was over.

Twilight blinked her eyes rapidly and stared at the stallion before her. His cloak was gone, torn apart by the ambient magic. He blinked at her, a strange violet light shining from his empty sockets.

He cleared his throat. "What... what am I?"

Twilight crossed over to him and put a comforting hoof on his shoulder.

"You are Brother Veritas, now and forever. But you are no longer the next in a long line. You are the first of a new line. Now, you will no longer keep watch over the Archives of Truth." She smiled even as she urged him towards the door. "Now you are the Archives of Truth."

///////////////////////////////////////////////////////////////////

Celestia heard the door close behind the two ponies just as the thing landed on her back.

She screamed as the Smooze burned her flesh and tried to consume her. It was already the size of a full grown pony and still growing, its insides flickering with the consumed power of the Alicorn Amulet. Her magic seized at it and tore it away, hurling it down the way she had come.

The Smooze glared at her with it's ever-changing thousands of eyes and hissed with a mouth that was there one moment and gone the next. It swelled and grew once again. Now it was Luna's size. It reached for her with whipping tendrils of slime.

Celestia lowered her horn and charged it, casting a shield spell around herself.

The two combatants collided and barreled down the long passageway towards the Archive's main room. The Smooze pulsed and grew once again. It entombed Celestia in its hideous mass and set to work digesting the spell she had cast on herself.

Celestia bellowed and cast the spell outwards, splattering the beast all around the central chamber. The drips, drops, and splashes became smaller copies of the Smooze. They almost seemed to giggle as they slid around the room, surrounding the wounded alicorn princess. She watched their movements carefully, already gathering strength for her next, and hopefully final, attack.

The monstrosities pulsed as one and grew. The mini creatures coalesced into a single mass that began to stretch up the now fully encircled prey.

Celestia stared into the shifting purple mass of eyes and tried to keep her sanity.

"No... more... jars..." It burped.

"No. No more jars." Celestia whispered as her horn lit with yellow light. "Not for a thing such as you."

The light's brilliance grew and grew.

Celestia's horn caught fire.

A new sound filled the chamber, a sound of malicious mirth and cruelty that had not been heard for nearly a thousand years.

Too late, the Smooze recognized the laughter.

Even as it tried to form the final crushing dome over the blazing figure, the replica sun that provided warmth and light to those who guarded the Archives of Truth came crashing down onto the alicorn. At her behest, it imploded. Flames and primordial magics exploded outward in a crushing wave of heat and destruction. The ancient tomes that made the Archives were reduced to cinders in an instant. The Smooze screamed in fear and pain as it too was consumed. Canterlot Mountain shook and it was only spells put in place for just an occassion as this that kept the entire mountain from exploding with volcanic intensity.

Instead, the explosion was forced down.

The floor of the ruined Archives burned to nothing as the destructive power blasted downwards into the caverns and tunnels that riddled Canterlot Mountain. The ancient crystal mines melted and evaporated, their beauty and wonder lost forever. The inside of the mountain was suddenly filled with a roar greater than the mightiest dragon, ear-splitting and voluminous to behold.

At last, the energy was spent. The flames became smoke and then nothing at all. An eerie stillness followed the explosion's roar, a silence broken only by the last bits of tumbling debris.

At the bottom of the abyss that was now the hollowed core of the mountain, Princess Celestia stood on wobbly legs. Her ornamentation, her regalia and shoes, clattered to the ground in molten heaps of metal. Only her crown, forged from the very magics that had formed Equestria, remained.

Yet even it was singed.

Celestia breathed deeply of the air, still boiling hot. The last of her wounds healed and the magic faded from her horn. A girlish sort of smile lit across her face as she relished the beautiful soreness in her muscles.

"Goodness." She licked her dry lips. "I haven't felt this good since that night with the farmer."

Shaking herself, she looked up into the distant darkness. She had to check on Twilight and Veritas. She spread her wings and flapped them once to take flight.

Her eyes widened at the jolt of pain in her chest, a vicious snarl that coursed through her body and down her front legs. She clutched at herself, desperately feeling for something she could find no trace of.

There was no pulse.

"My..." She managed before she collapsed into the ashes of Truth.

///////////////////////////////////////////////////////////

"...heart." Luna murmered as she clutched at her own chest.

The Princess of the Moon looked into her husband's eyes. "Help..."

She fell, her crown clattering across the marble floor.

"Mama!"

"Luna!"

"Mistress!"

Moon Shadow, Shining Armor, and Trixie rushed to Luna's side, desperately checking her for injuries. Luna was not responsive, her face locked in a rictus grin of pain.

"What's happening?!" Shining Armor demanded. He turned to Flash Sentry. "Get the doctor! Hurry!"

"Just like last time." Trixie murmered as her horn cheked Luna for any magical maladies.

"Last time?"

There was a blinding flash and three more ponies were in the room.

Shining Armor stared at his sister, the Princess of the Sun laying heavily across her shoulders.

Twilight could only manage a single word through her tears. "Help."

Chapter 14: The Battle of Ponyville

Ponyville

The history books could have called it the Massacre of Ponyville.

The attack was sudden and without warning. The enemy had thoroughly infiltrated the community. The ponies were peaceful and passive creatures who shied away from conflict in any form unless absolutely necessary.

It should have been a massacre... but it wasn't.

The history books would ponder and postulate as to what happened that day. Was it because of who led them? Was it because the ponies of Ponyville were just of a hardier variety than others? Were the Changelings not that intimidating a force to begin with?

Who knows besides the survivors? They will tell you that it was all those things and more.

Whatever the reason, the events of that day could not be considered a massacre. It was a battle, hard fought and glorious...

...But even battles have casualties.

/////////////////////////////////////////////////////////////////////

It was easily forgotten in the ensuing chaos, but Cup Cake was the first to fall.

As the black wave of death fell upon the field, the ponies of Ponyville scattered. The new generation of Changelings followed, drool running from their vicious, snapping fangs. Their eyes flashed from pony to pony as they scoped out possible prey. Those with wings kept watch from above. Those who did not launched themselves into the air, propelled by their heavily muscled front legs. The sun glinted off their shiny and newly hardened black armor.

Those above instinctively scanned the ground for the elderly, the sick, and the wounded.

And the young.

Carrot and Cup Cake ran close together, Pound and Pumpkin tucked securely between them. The young twins looked around in panic at the disorder around them.

"We need to get inside!" Carrot pointed at Sugarcube Corner.

Cup flinched as one of the heavier, flightless Changelings crashed into a nearby stand. She looked down at her daughter. "Pumpkin, can you get on Mama's back?"

Pumpkin, beside herself with terror and confusion, nodded. Her horn sparked to life, lifting her into the air.

Cup heard a high pitched whistle and turned just in time to see the monster rapidly approaching her hovering foal.

Without a second thought, she jumped into the air and pushed against Pumpkin with all her weight. The filly screamed as she hit the ground... and the Changeling bit into the flesh of her mother's neck.

"CUP!" Carrot cried in agony.

Cup hit the ground hard, the impact driving the fangs of the creature deeper into her neck. She reached up to swipe at it but one of the heavy newborns was already there, drawn by the scent of her spilled blood.

Cup looked at her husband and children with pleading eyes. "Go."

Carrot choked back his tears and snatched the twins in his foreleg. They squirmed and screamed for their mother, but Carrot just kept running as fast as he was able.

As Cup Cake was devoured, the same fate befell many a pony in the field. The new Changelings worked in concert. Those who could fly scoped out the easiest prey and took them to the ground. Stallions, mares, and foals who just minutes before had been having a marvelous time were soon slaughtered and devoured by the ravenous horde that seemed to spawn from Tartarus itself. The new Changelings gorged themselves on pony flesh, stripping their prey to the bone before seeking out more. Their world was nothing but hunger and the need to feed.

Some ponies who had survived the initial onslaught headed for the relative safety of the town proper. Those foolish enough to bar their doors soon found their doom crashing through their windows.

Somewhere in the chaos, a fire started and quickly began to spread.

The horde descended on Town Square, their forces surrounding the ponies and driving them there. A few caught the scent of ponies just beyond the town's outskirts and headed that way.

Hovering just over the disaster, Carapace and Chrysalis watched with small, satisfied grins.

Molt watched with barely restrained disgust. "Your majesties, we will need some of these ponies for... traditional harvesting."

Chrysalis nodded. "Of course. Signal the second wave."

Molt bowed his head and emitted an ear-piercing screech.

If the ponies of Ponyville were panicking before, they absolutely lost their minds when their friends and neighbors suddenly echoed the screech and turned against them.

The disguised Changeling drones revealed themselves in flashes of green fire and set about capturing the ponies they had lulled into a false sense of security. A foal screamed as her mother became a monster before her very eyes and began chasing her down the street.

The choking smell of smoke and the stale stink of blood began to fill the air.

////////////////////////////////////////////////////////////////

Applejack had seen enough.

The earth pony farmer had run to Town Square like many of the others, figuring the closer the ponies stuck together, the less easy pickings they would be for the flying Changelings. She jumped onto the rim of the fountain and looked around, trying to get the lay of the land.

Rainbow Dash, Fluttershy, and Macintosh were shepherding a small group of fillies and colts who had become separated from their parents.

Spike, Rarity, Crescendo, and Cheerilee were each helping carry the wounded towards Town Hall. Mangled and screaming ponies twisted in agony, held aloft by the unicorn's magic as gently as they could manage. Cheerilee whispered words of encouragement to the foal riding on her back. Spike had two ponies hefted on his shoulders and another three tucked under his arms.

Applejack reached up for her hat to wipe the sweat from her brow and found only mane. She thought about it and reasoned that it must have been thrown off somewhere in the chaos.

Her eyes narrowed as she looked around. The Changelings were all around them. So far as she could see, there were three types. The ones buzzing around in the air and the heavier, wingless ones were unlike any she had ever seen before. Two of the flyers watched the panicking ponies below. The rest of the flyers and the heavies were occupied with prey they had already brought down. The ones that had finished... feeding... eyed the surrounded ponies with hungry eyes but otherwise made no move.

The more familiar drones, the ones she'd seen at the Royal Wedding, the ones that had suddenly appeared in their midst, now seemed to be... withdrawing. Each dragged along a struggling captive, usually a relative of the pony that had been imitating. They vanished with their victims into seemingly thin air, the tunnels they were using only revealed by brief flashes of stone and earth in what should have been structures of wood and brick. They did not return.

All around Applejack were the sounds of anarchy. Ponies screamed and cried, some out of fear and some out of pain. The injured were carried into Town Hall, the ponies caring for them rushing before the next Changeling attack...

But the Changelings weren't attacking.

They were surrounding them, isolating them...

"They're herdin' us..." Applejack hissed in sudden understanding.

Rainbow Dash saw her marefriend and flew to her side. "AJ, we need to get the injured ones out of here. 'Shy and me can get the other pegasi and start airlifting them to Cloudsdale..."

"You'd never make it. In fact, I wager that's exactly what they're wantin' ya to do."

Dash followed Applejack's eyes upward where the flying Changelings were growing in number. There had to be a dozen now. She cursed and looked at the surrounding forces. "What are we gonna do?"

Applejack reached up and stroked the white streak in her mane... and made her decision. "Hey!"

The ponies paid her no mind. The chaos continued.

"HEY!" Her voice boomed like a cannon-blast, abnormally loud for a pony of her size. Every pony there turned as one and looked at her.

Dash looked at her marefriend, shocked at the loudness of the yell "Whoa."

Applejack ignored her and addressed the ponies. "Look around you! These monsters ain't just attackin' us! They're herdin' us like we was cattle! Look!" She gestured at the surrounding forces. "There ain't even that many of 'em!"

"They're eating us, Applejack!" Matilda cried, beside herself with terror. Cranky held her close with one hoof while the other applied pressure to the wound in his side.

"They took my mommy!" A foal cried.

"My mommy was one!" Another yelled.

"What are we supposed to do?" Carmel hovered just above the ground, still debating whether or not to flee.

Applejack squared herself. "We fight."

Silence reigned.

"What?" Cranky asked.

"We fight back! Consarnit, this is our town, ain't it?"

A murmer of agreement.

"I know most of us are just ponies. We ain't natural fighters. But this situation ain't natural, is it?!" Her eyes seemed to glow with yellow light. "These monsters have infiltrated our town, our home! Are we gonna stand for that?"

A series of negatives came from the crowd.

"They've killed our kin! Our friends and family! Are we gonna stand for that?!"

The negatives came again, stronger this time. The assembled ponies began to feel something new. The fear in their hearts began to give way to something else the longer they looked at the glow coming from Applejack's eyes.

"I've known the ponies of this town all my life, and I tell you that the ponies of Ponyville are the toughest, most resilient ponies in all of Equestria! We've withstood monsters and floods and things way worse than all that! We've always weathered the storms that have come our way and rebuilt when it was all over, bigger and better than before!"

As Applejack spoke, the hovering Molt felt a change in the air. "Your majesty, can you taste that?"

Chrysalis reached out herself and grimaced. "What is that?"

Carapace said nothing, too focused on watching his sons feed.

Molt scratched at his beard in confusion. "Their fear is still there, but it seems to be... fading."

Applejack looked up at the hovering Changelings, the ones she had never seen before. They were being joined by the familiar drones. They numbered almost a hundred now. "But I'm telling you that today we can't just weather and rebuild. These things mean to exterminate us, and that means that we have to fight back!"

There was a small, weak cheer of agreement. One pony tossed something towards her.

Applejack smiled as her hat fell neatly onto her head.

She looked around, feeling a change in the air. "Are we gonna fight back?!"

The cheer again, much stronger this time.

"Are we gonna make these bugs wish they'd chosen another town to find their food?!"

The ground seemed to shake as the residents of Ponyville cheered. Those who were unhurt began to stand. Cranky kissed Matilda's cheek and they stood together, supporting each other. Mac and Fluttershy shared a determined look as they made their way to Applejack's side. Spike lowered the last of the injured ponies he was carrying and eyed the line of heavy Changelings, smoke pouring from his nostrils. Rarity and Crescendo stood on either side of him, their horns lowered and ready. Cheerilee, thinking quickly, grabbed a bag of medical supplies and stood beside the professor.

The ponies of Ponyville turned and faced outward, towards the line of their attackers. They snorted and pawed at the ground, ears flat and tails waving.

"THIS IS PONYVILLE!" Applejack reared up on her hind-legs and whinnied a challenge. Rainbow Dash lifted into the air beside her. "LET'S SHOW THESE MONSTERS JUST WHAT THAT MEANS!"

Her cry was answered by nearly two hundred more and the make-shift army charged as one, their circle pushing outward towards the horde that surrounded them. The hovering Changelings dived down.

The Battle of Ponyville began.

//////////////////////////////////////////////////////////////

Caramel Apple twitched in his sleep. His dreams were full of strange noises. They sounded almost like screams...

He opened his eyes carefully and peered around the tombstone he'd been using as a pillow.

Two of the heavy Changelings had found an easier food source to sate their hunger now that their prey had decided to fight back. They were using their huge front legs to dig up the graves of Ponyville Cemetary. Already the immaculate green of the place was tarnished by mounds of dirt and discarded caskets.

And bones. Dozens and dozens of chewed on bones.

Caramel stared in hungover confusion as one of them finished retrieving a new grisly snack box.

Three balloons were carved onto the casket's surface.

The Changeling had just ripped off the lid of the casket and had barely registered surprise at its contents when the heavy bottle of whiskey came down on his head. He shrieked in pain and anger as the warm liquid flowed down his shell. He glared at the pony who had dared to attack him.

Caramel grinned ferociously around the match in his teeth. "Ya'll done dug up the wrong hole there, partner."

The Changeling cocked his head in confusion.

In a single fluid motion, Caramel scraped the match along a nearby tombstone and tossed at the monster that had defiled his wife's resting place.

The Changeling screamed as he burst into flames. He skittered around like a mad spider, rolling this way and that, desperate to put himself out.

His brother looked from his burning compatriot over to Caramel and snarled.

Caramel hefted the jagged edge of the broken bottle in his mouth. "Oh, you want some too? Well come on then!"

The earth pony jumped over Pinkie Pie's casket to tackle the waiting monstrosity.

He didn't even notice what had surprised the now thoroughly roasted Changeling so much.

Why would the Changeling's prey have buried an empty box?

//////////////////////////////////////////////////////////////

Lyra shuddered as she caught a glimpse of the Changeling Queen watching things from overhead. "Changelings. Why did it have to be Changelings?"

"I always forget you were mind-controlled by the Queen."

Lyra chose to ignore the fact that her wife always seemed to forget the details of the most terrifying experience of her life. "I told you we should have gone to visit my cousin in Neigh Orleans this weekend!" Lyra used her magic to lasso another Changeling drone and sent it crashing into another. "But no! You wanted to go to the festival!"

Bon Bon rolled her eyes and snorted as she bucked another drone into a nearby brick wall. "How was I supposed to know we'd be attacked by monsters?!"

"Bonnie, how long have we lived in Ponyville?" Lyra jumped over her wife and head-butted a dive-bombing drone. "You know there's a sixty five percent chance of something like this happening at least once a week."

Bon Bon raised an eyebrow as the unconscious drone plopped at her hooves. "Thanks."

Lyra wiped the sweat from her brow and winked. "Anytime."

"M-Miss Bon Bon?"

The married mares looked down to find a set of familiar twins looking up at them. They held each other close, their eyes darting around at every noise that surrounded them.

"Pound! Pumpkin!" Bon Bon leaned close and examined the pair for injuries. "Are you two alright? Where's your mommy and daddy?"

Pumpkin started sniffling.

Pound pulled his sister closer. "Those monsters g-got Mommy. We ran to the store, but the m-monsters were alread-dy there." Now tears were gathering in the colt's eyes. "Daddy told us to hide in a barrel. He-he-he didn't come back..."

Bon Bon pulled the now sobbing twins close and shushed them. "It's gonna be okay. Miss Lyra and I will take care of you until..." She measured her next words. "Until we find your daddy. Okay?"

The twins nodded, their faces buried in her coat.

Bon Bon looked at her wife. "We need to get these two to Town Hall."

Lyra nodded and magically lifted the pair onto her and Bon Bon's backs. Side by side, Lyra and Bon Bon Heartstrings raced to safe haven, their bodies now bearing precious cargo.

/////////////////////////////////////////////////////////////

One of the newly hatched flying Changelings scanned the ground below for a new target. It had slaked its hunger just minutes before and already the roaring appetite had returned with a vengeance.

The monster's eyes focused on a fleeing purple foal.

It dove, reached out the talons on the end of its legs...

...and squealed as a burst of flame burned away its wings.

Spike smirked with grim satisfaction as the creature struck the ground with a wonderful cracking noise.

"Oh, I'm sorry; are we not taking them alive then?" Crescendo blasted another charging drone with enough force to send it into the now burning Quills and Sofa shop.

"Darling, Spike knows what he's doing." Rarity raised an eyebrow as two more drones were encased in cocoons of magically controlled fabric. She released them and casually walked up to their squirming bodies. Their exposed head hissed at her in rage... until two solid blows from her hooves rendered them unconscious. "Personally, I had enough of these dreadful creatures back in Canterlot."

Crescendo noticed a dive-bombing drone headed directly for her and snatched it in his magic. "I was hoping you could clear something up for me."

Rarity turned and grimaced at the snapping jaws of the beast now hovering in the air. "What's that?"

"I seem to recall Sweetie Belle telling me about another run-in you lot had with these creatures back when she was a filly." With a flick of his neck, the drone smacked into the ground. It looked around woozily.

"Nonsense." Rarity rolled her eyes as she delivered the Changeling into unconsciousness with a blast from her horn. "The imagination on that girl."

The two unicorns turned at the sound of a screech. One of the heavy Changelings had launched itself towards them. They braced to attack...

The Changeling squeaked as a purple claw closed around its throat.

Spike bared his fangs. "No one touches her." He reared back and hurled the Changeling as hard as he could. It smashed into the Quill and Sofa shop, knocking down another wall.

Rarity fanned herself with a hoof. "Minor correction to your statement, darling." She grinned up at him with hooded eyes. "You can touch me whenever you like."

Spike's response was cut off as the severely damaged and burning building tilted forward and came crashing down towards them. Crescendo's horn lit and cast a shield around the trio just in time to block the impact as the shop dissolved into useless rubble.

Crescendo clicked his tongue and shook his head. "May we please keep the flirting on hold until after the day is won?"

Spike chuckled in embarrassment. He put a claw on Crescendo's shoulder. "I'm sorry. About earlier, I mean."

"What? You mean when you tried to kill me after being fooled by a pair of Changelings?" Crescendo shrugged. "Water under the bridge... gecko."

Spike smiled. "Whatever you say... old timer."

Rarity reared up and wrapped her forelegs around their necks. She planted kisses on their cheeks and nuzzled them each in turn. "My boys. My wonderful, dysfunctional boys."

There was a crash and a scream nearby.

The moment broken, the trio gave each other a nod and raced back into the fray.

/////////////////////////////////////////////////////////////

"Fluttershy!"

The yellow pegasus shook her head and resumed binding the broken leg of Blues. "Sorry. I tend to zone out during conflicts. Old defense mechanism."

Cheerilee bustled in her saddle-bags for more bandages. "Just try to stay on task. Once we set his leg, you have to fly him to Town Hall." The teacher pulled out another roll with a triumphant exhale and set to wrapping the sticks Fluttershy had placed on Blues' leg. "You're gonna be okay."

"Of course I am." Blues chuckled painfully. He looked up at Fluttershy. "Tell Mac thanks for pulling me out of that building when you get the chance."

At the sound of her husband's name, Fluttershy looked over at where the red stallion was still lifting heavy beams so other ponies could pull the injured from underneath. His prodigious strength was already straining, his muscles pulling taut, but he gave no complaint. He saw Fluttershy watching and smiled at her.

She returned the smile and mouthed, 'I love you, Big Bunny.'

He opened his mouth to respond...

...and a heavy Changeling landed on his back. It wrapped its large front legs around his neck, pulled as tight as it could, and closed its mouth over the right side of Mac's face.

Mac screamed in agony as blood ran down his face... but he stayed put, the beam still held on his back.

"MACINTOSH!" Fluttershy and Cheerilee screamed. They left a protesting Blues behind and raced towards him.

The Changeling twisted its head, burying its fangs deeper into Mac's flesh. He screamed again.

"GET OFF OF HIM!" Fluttershy cried, her wings propelling her forward like a bullet. She smashed into the Changeling with every ounce of strength she had in her. The impact tore the Changeling loose and Mac screamed a third time as the teeth inflicted more damage as they were pulled free.

"Mac, let her go! We've got everypony!" Berry Punch shouted.

Needing no further encouragement, Mac hefted the beam from his shoulders and collapsed to the ground with the same impact as the heavy wood behind him. He clutched at his right eye and rolled on the ground in agony.

Cheerilee slid to his side and tried to calm him down. "Shhhhh, shhhh... let me see."

Mac whimpered and carefully pulled his hooves away.

Cheerilee's heart broke, both at the idea of the strongest stallion she'd ever known reduced to a mewling foal and the terrible damage inflicted to his face. Mac's right eye was gone. The flesh around the bleeding socket was ripped and torn nearly down to the bone. Cheerilee reached into her saddlebags. "Fluttershy, I need more gauze..." She trailed off when she realized the pegasus had not returned. She stood up and looked down the way Fluttershy had tackled the Changeling.

The Bearer of Kindness brought her hooves down again and again on what was left of the monster's skull. Green ichor splashed the ground with every impact. The thing's body twitched every time the hooves came down.

"Fluttershy?" Cheerilee asked in a weak voice.

The pegasus rounded on her, her face a mask of rage. Her chest heaved with every panted breath. She glared at her former romantic rival... and looked down at her injured husband.

Like a switch being flicked, the normal Fluttershy was back.

Her breathing slowed and her eyes got wide. She looked down at her hooves and felt her gorge rising at the splattered blood and bits of flesh stuck in her fur. "I... I didn't mean to..."

"L...Little Wing?" Mac whined. "Where a-are you?" He retched from the pain. "I can't see you."

Fluttershy flew to Mac's side at once. She wiped her hooves off as best she could on her sides and cradled his great head to her chest. "I'm here, Big Bunny. I'm here."

Cheerilee forced herself back to the situation at hand and set to work, wrapping bandages around Mac's injured head. She felt a small hoof on her flank and turned to see the bespectacled face of Diminuendo. "Dimmy! Are you alright? Where's your father?"

The colt shook slightly, clearly affected by the chaos around him. "We don't know where we're supposed to go."

She looked past Dimmy and saw a small gathering of colts and fillies, most of them her students. Some were crying. Most were, like Dimmy, too shell-shocked to even cry. They looked at her with hopeful expectation. Cheerilee felt her true calling pulling her away from the situation at hoof.

Cheerilee swallowed heavily and looked back at the married couple. "Fluttershy?"

The pegasus looked at her, her hooves still stroking Mac's mane.

"I have to get these little ones to safety. If you see Crescendo, tell him Dimmy's with us. I'm taking them to the schoolhouse." She looked down at Mac and ran a hoof down the untouched half of his face. "Take care of him."

Fluttershy nodded. "I always do."

Cheerilee gave her a smile. "I know you do." She started towards the group of little ponies. "Alright boys and girls; let's get you somewhere safe."

The assembled students nodded and obediently followed their teacher as she set off at a brisk pace, doing her best to avoid any skirmishes.

None of them noticed the two flying newborn Changelings watching silently overhead.

///////////////////////////////////////////////////////////////

So there it is. The weird thing is, I feel better ever since I confronted Celestia about it. I thought about telling Mac and Applebloom, but I know the more responsible thing is to just lay it all out here.

So long as Celestia keeps her hooves clean, I don't think I'll ever have to really use these powers of mine.

I ain't no goddess. I ain't a princess neither for that matter. I'm Applejack Apple, and that's all I ever want to be.

Applebloom let the journal fall to the covers of her bed in shock. Princess Celestia... was her great-grandmother? And more than that, Applejack had some kinda super powers?

"Why didn't she want me to know?" The mare asked her empty room.

Scarlet's scream of fear answered her from down the hall.

Applebloom bounded from her bed and bolted down the hall to the nursery. She threw the door open and stared in horror at the sight before her, the wind from the open window blowing in her face.

Scarlet was wailing and waving her little legs frantically, trying to ward off the thing standing over her as she lay in her bed. The insect-like monster licked its beak as it looked down at the little filly. The membranous wings on its back buzzed with barely restrained pleasure.

"Hey!"

It turned and glared at her with eyes a peculiar shade of green. It hissed at her, upset with being interrupted.

Applebloom had listened to Applejack's tellings of her adventures for long enough to know what the thing was in an instant; a Changeling.

"Get away from her!" The yellow mare jumped onto the bed and shoulder-bumped the beast into the wall. Not pausing to relish the things cry of pain, she scooped her niece onto her back and shot back out of the room. "You okay?"

Scarlet sniffled and held tight to Applebloom's ponytail. "Uh huh."

"We're goin' to town to find yer mama and papa, okay? They'll know where that thing came from."

"Okay." The filly wiped her eyes.

Applebloom took the stairs two and time and skidded to a stop in the farm-house's living room.

The front door was standing wide open. Another Changeling, this one looking a lot heavier, was crouched and ready to spring at her. It hissed a challenge.

Another hiss came from the top of the stairs as the flying Changeling began to give chase.

"Right. Back door." Applebloom muttered. She spun and galloped for the kitchen...

...nearly running headlong into another of the heavy ones.

Applebloom fell back on her rump with a surprised cry and scooted backwards, narrowly avoiding the snapping jaws. She stopped in the middle of the living room and watched as the three Changelings began to approach her.

There was no way out.

"Auntie Applebloom?" Scarlet asked, her small, sick voice asked. "What do we do?"

Applebloom reached around and pulled her niece around to her chest. She held her tightly and tried to shield her. "Just close your eyes, Scarlet..."

////////////////////////////////////////////////////////////////

Every breath Filthy Rich took choked his lungs with smoke. The heavy green amulet bounced on his chest as he ran desperately towards Ponyville's train station. He had paid good money to the conductor to ensure that the train would still be standing by despite any chaos that might erupt.

He looked back irritably at his wife. It was all her fault they hadn't left town yet. Suri had insisted that she take one last look around Rich Manor before their departure. "I still say it's too early to head to Zebora." She'd whined as the servants moved their packed belongings down the road. "And these necklaces are hideous."

"Daddy?" Filthy's eyes were drawn to his beloved daughter. The teenage mare ran close to him, her eyes wide with fear. She had accepted her medallion no questions asked. It glinted in the sunlight that managed to break through the thickening smoke. "What's going on?"

He gave her a reassuring smile. "It'll be alright, princess. Just keep running." Following his own advice, he returned his gaze to the ever-closer train station. "Just a bit further..."

"Ah!"

His daughter's surprised yelp made Filthy stop and spin. She had tripped over a piece of debris and landed face-first in the dirt. Her ever-present tiara went flying and was lost.

"Diamond Tiara!" He rushed to her side. Suri stopped beside her daughter, panting from the run. "Are you alright?"

"I'm okay." She pushed herself up on her hooves... revealing the shattered medallion, crushed beneath her. The last few pieces clung to her fur like emerald flecks of dust.

Filthy's mouth went dry at the sight... and at the sound of buzzing wings above him.

The three earth ponies looked up to find three of the newborn Changelings hovering overhead. They licked their chops while eying Diamond Tiara.

Filthy rounded on them, stepping protectively over his most precious treasure. "We had a deal! I made a deal with your father!"

The Changelings said nothing, only pointed their barbed hooves at the broken medallion.

"Daddy?" Diamond Tiara's eyes flicked back and forth between the hovering monsters and her father.

Filthy looked at his little girl and knew what had to be done.

The stallion sighed heavily and walked over to a still very confused Suri. "Diamond... I'm sorry." He nuzzled his wife, trying to remember their memories as a family. Those were slow in coming. Instead he focused on memories of his daughter. He thought back to Diamond Tiara's birth. Her first birthday party. Her cutecenera. He remembered her falling asleep on the sofa in his office.

Suri did not return the nuzzle. She began to tap a hoof anxiously. "Filthy? Why did we stop running?"

Filthy sighed heavily into his wife's coat. "Say good-bye to your mother, Diamond Tiara."

Suri's eyes widened in sudden understanding. "Now wait just a minute...!"

Filthy's teeth closed around the strap holding Suri's amulet and pulled. The necklace snapped instantly. Filthy pulled away, the amulet dangling from his mouth. He spun and pulled Diamond Tiara to her hooves. He pushed his face close to hers and the mare, some part of her brain realizing what was happening, obediently too the leather into her own mouth.

Father and daughter shared a look... and took off running.

They ignored the screams of rage from Suri Polomare Rich... even as they changed in pitch when the Changelings descended upon her.

////////////////////////////////////////////////////////////////

Applebloom's eyes shot open when she heard one of the Changelings scream.

The heavy Changeling was flailing and snapping at a brown, furry thing latched on to its tail...

Scarlet realized first and forgot her fear to squeal in joy. "Judd!"

Winona's oldest snarled and bit harder into the membrane of the monster's tail.

The Changeling screamed again as its tail was torn away. It snapped at Judd as the young male dog scampered between its legs and stood protectively in front of the two Apples. He growled, the monster's tail still clutched in his teeth.

Three more growls made themselves known.

Applebloom and Scarlet watched as Winona, old and blind, was guided from under the sofa by Willow and Ryder. The three younger dogs formed a protective triangle around Applebloom and Scarlet. They bared their teeth and flattened their ears, practically daring the three Changelings to attack.

Winona licked Applebloom's hoof.

Applebloom stroked the old girl's head. "Can you take care of Scarlet for me, Winona?"

The old dog tilted her head, but her milky eyes seemed to say 'What else would I do in this situation?'

Applebloom pulled her niece away from her chest and brushed her mane from her eyes. "You go hide behind the couch with Winona, alright?"

Scarlet nodded, the fear starting to return.

Applebloom kissed the filly's forehead. "It's gonna be alright. The boys and I have just gotta take care of a few bugs."

Winona nudged the little pony's hind-quarters and pushed her back towards her sleeping area under the couch from where she'd come from.

Applebloom waited until Scarlet was out of sight before adjusting her ponytail and squaring herself. "Ya'll ain't gonna touch one hair on that little filly's head. Ya hear me? Boys?"

Six ears perked up, waiting for the word.

"Sic 'em."

The three dogs sprang at the Changelings.

Applebloom picked her target, the heavy one blocking the front door, and joined the fray with a wild "YEE-HAW!"

/////////////////////////////////////////////////////////////////

Filthy Rich slid to a stop outside the train station. His chest was on fire, his coat lathered in sweat. Some pony running past him had ripped his collar and his tie was slowly coming undone. He saw the train still waiting and found the strength to smile. He turned to check on Diamond Tiara, to tell her that they'd made it, to tell her that everything was going to be okay.

Time seemed to stand still as he watched the knot holding the amulet still swinging from her mouth begin to give.

He opened his own mouth to shout a warning but it was too late; the knot slipped and the heavy green medallion slid down the leather to the hard ground below.

Father and daughter stared in horror as the bauble struck the earth and shattered.

The teenage mare stopped in front of Filthy, the now useless strap falling from her teeth. "Daddy, I'm so sorry. I wasn't paying attention..."

"Take mine."

Diamond Tiara's jaw dropped. "What?"

Filthy bent his neck and pulled his own medallion off. He tossed the loop around his daughter's neck and watched as the last talisman settled against her pink coat. He kissed her cheek and smiled at her. "Go. I'm right behind you."

Diamond Tiara sniffled and wiped her eyes. "I love you, Daddy."

Filthy pulled her into as tight a hug as he could manage and kissed her cheek. "I love you too." His eyes remained focused on the trio of heavy Changelings approaching them. "Now get going. Tell the engineer to start her moving."

Diamond Tiara nodded as she pulled out of the embrace. She ran past him and into the train station.

Filthy's eyes stayed on the Changelings. "I suppose this is what I get for dirty dealin,' huh?"

The three males hissed, bent and ready to attack.

Filthy took one last breath of air. He adjusted his tie and pulled it taut and proper, just as his father had taught him to do so many years ago. He found the cigar given to him by the King of the Changelings in his jacket pocket and stuck it in his mouth. He wondered what it would have tasted like if he'd had the chance to light it. "Well? What are you waiting for? A written invit..."

They were on him.

Diamond Tiara watched it all from her hiding place under the train. It wasn't going anywhere. All that remained of the conductor was his foreleg, still wrapped around the hoof-brake.

/////////////////////////////////////////////////////////////////

Button Mash started hyper-ventilating as he desperately pulled himself along the ground on his belly. The bite on his flank wasn't terribly deep but still penetrative enough that entirely too much of his blood was seeping into the ground of Ponyville. He could hear the heavy hoof-steps of the Changeling as it stalked him, toying with him until it was ready to make the kill. His vision swam as the strength in his legs finally started to give out. He heard the monster behind him pick up the pace, ready to end the game and begin the feast...

"I think you've had enough to eat today, sugarcube."

Button Mash found the strength to turn his head just in time to see Bucky McGillicutty and Kicks McGee do their work and launch out with enough force to bring down a fully grown apple tree. The heavy Changeling screeched as it was blasted into the brick wall of a nearby building with just enough impact to leave an impression before it hit the dirt, out cold.

The blonde angel that had saved him offered a grin and a hoof. "Can you stand?"

The young stallion returned the grin as best he could and accepted the offered appendage. "For you, I think I could fly right about now." He pulled himself up and promptly collapsed onto her side. "Never mind. Hurt. I am very hurt."

Applejack patted his head and waved over Berry Punch to take him to the Town Hall. "You hang in there, sugar. Sweetie Belle would have my hide if something happened to you."

Button Mash managed a small laugh before passing out entirely.

Applejack helped to heft the earth pony onto Berry Punch's back and watched as she galloped back towards Town Hall. She looked around and appraised the situation.

Ponyville was a war zone.

The fire had already consumed most of the shopping district. The walls of the buildings that were still standing were splattered with blood. The streets were littered with debris, bits of bodies that had once been ponies, and unconscious forms of Changelings. She spied Derpy and Dinky Hooves desperately trying to pull a roaring and grievously injured Bulk Biceps away from what was left of his son Featherweight.

The three lead Changelings still hovered overhead, watching with mild bemusement the struggle the day had become.

Applejack snorted and started looking around for something to throw at them. She had just settled on a choice bit of broken statuary...

"Get OFF me!"

Applejack whirled to see Rainbow Dash being held down by two of the heavy Changelings. A third stalked towards her, drool dripping from its fangs.

"No!" Applejack took a step towards the attack and screamed as something latched onto her right hoof. She looked down to see it clutched in the snarling mouth of the one of the flying Changelings. It snarled at her and tried to reach for her with broken legs.

The third heavy Changeling's mouth was now open, the rows of teeth ready to lash out the next time the struggling Rainbow Dash foolishly exposed her neck...

Something snapped inside of Applejack in that instant. She had seen too many ponies die that day. Too many friends massacred by the invading menace. She refused to let the mare she loved meet the same fate. "No more." She whispered through gritted teeth.

The Changeling only hissed and bit deeper.

"I SAID..." She reared up on her hind legs, the weight of the attacking Changeling not even noticeable. "...NO MORE!"

Her hooves came down with an almighty crash and the earth around her hooves heaved from the impact. It blasted outward, lifting pony and Changeling alike into the air briefly. The sounds of battle seemed to cease.

In the eerie quiet that followed, Applejack felt something new. She felt... detached from herself, somehow. Like part of her was now beneath her own hooves, deep in the earth below. She could feel small, cold pockets of potential there, scattered around the whole of Ponyville. Her thoughts caressed them and they responded to her like newborn foals. Somehow she understood that they had been asleep for a very long time, waiting for a new mother to wake them...

They were seeds, but not like any she had ever known. They were old, older than Ponyville. They were foreign too, brought here from a distant land. They whispered to her of their father, of his planting them for the day they would one day be awakened. They begged her for sustenance, for her to fill them with her magic and to let them grow.

'Will you help me?' She asked them.

'What would you have us do?' They replied.

'Can you feel them? The monsters attacking my home?'

'Yes. What would you have us do... Mother?'

She whispered to them now, told them what needed to be done. An agreement was reached and she poured the magic that lay dormant in her into them. The power was unlimited and filling. The seeds drank greedily, exulting her name...

The Changeling gnawing on Applejack's leg felt something poke him from below. He released his hold and looked down to find a black tendril sprouting from dirt. He cocked his head in confusion and sniffed at it.

The tendril flinched slightly... and sprouted a ridge of thorns.

Applejack's eyes flashed open, ethereal white light blazing from within.

The sprout lashed out and wrapped around the Changeling's throat, digging its thorns in to get a good hold. The injured creature shrieked and scrabbled fruitlessly as the sprout pulled...

...and the earth itself opened to swallow the Changeling whole.

Carapace and Chrysalis' jaws dropped.

Molt's eyes widened in sudden understanding. "Plunderseeds! We have to get them out of there, your majesty!"

Thick, black thorn-studded vines exploded from the earth beneath the Changelings attacking Rainbow Dash. They wrapped around the monsters and squeezed them tight before pulling them back into the depths.

"Run!" Chrysalis sent the message to the entire hive. "Get out of the town! Fly to the forest! Get to safety, my children!"

The drones heard their queen's call and took off as fast as they could for the Everfree Forest. Some carried their unconscious and injured brothers and sisters between them as they raced to safety. Those who had been harvesting the townsponies fled from the underground tunnels, leaving behind their only partially cocooned prisoners.

The newborns heard their mother's call... and ignored her.

Chrysalis bared her fangs as she called out to them again. "Please, my little ones! Run!"

Not one even lifted their head to acknowledge their mother, so consumed were they by their feast.

More vines burst from the ground. The Changelings snapped mindlessly at them even as they were snatched and dragged beneath the Earth. One of the fliers saw the growing danger and shot into the sky... only to be plucked from the air by a vine and buried alive.

Carapace rounded on Molt. "This wasn't supposed to happen! What are those things?!"

"Plunderseed vines, your majesty." Molt swallowed to wet his suddenly dry throat. "From the Bad Lands. They used to be a major problem for the hive."

"I thought we had exterminated them." Chrysalis moaned in horror. "How did they get here?"

Carapace looked from the drone to his queen, his confusion rising almost as high as his irritation. "Why did you exterminate them?"

In response, the ground split open in front of a fleeing heavy Changeling. A vine, this one topped with a strange pod, pushed out in an almost serpentine fashion. The pod split open and a blast of fine mist was blown into the Changeling's face. It stopped in its tracks and wobbled on its hooves, almost as thought it had been stunned. The open pod lunged forward and closed over the Changeling's front half before retreating back into the earth with its prey.

Tears were running down Chrysalis' face now. "Why won't they listen to me?"

Carapace said nothing. The only thought running through his mind was how wrong this all was. This wasn't supposed to happen. He wasn't supposed to get this close to his revenge only to have it taken away! He growled and flew over Ponyville towards Town Square, his shell-shocked queen and irritating drone following closely.

Below them, the Plunderseed Vines continued to feed on the newborn Changelings.

//////////////////////////////////////////////////////////////////////////////

Crescendo watched another monster get dragged, kicking and screaming. into the earth and desperately wished he had a drink. "So... why didn't we lead with the bug-eating plant things?"

Rarity shook her head. "I have no idea where those horrible things came from." She winced as a tug-of-war between two vines over one screaming Changeling came to its inevitable, messy conclusion. "You can't say they aren't effective though."

Spike was busy guiding the surviving ponies to safety inside the already packed Town Hall. They limped along and gazed, awestruck, as their attackers were undone as easily as house-flies. The dragon ruffled the mane of one gawking filly... and spied something new approaching from down Main Street.

The pony came walking at a slow and steady pace. Her eyes emitted a blinding light and her mane, yellow but with a stripe of white, flowed around her head like a halo. Flowers and grass grew from the ground where she stepped.

Rainbow Dash floated beside her, a worried look on her face.

Spike raced over. He saw Rarity and Crescendo starting to follow and waved them off for the time being. He got to Rainbow Dash and fell into step beside her. "So... what's wrong with Applejack?"

"I don't know." Dash whispered. "She's been like this since the plants showed up."

"Has she said anything?"

"Tha a h-uile math, Spike." Applejack's southern drawl was still there, but barely noticeable. Her voice echoed and seemed to resonate with his very being. "Tha a 'chlann na Talmhainn air a thighinn gu ar cobhair."

Dash looked at Spike and shrugged.

He blinked rapidly. "That sounds like the language of the ancient Earth Ponies. Twilight had trouble with it back in school and I had to help her study."

"Can you translate?"

He shook his head. "Just bits and pieces. She said something about 'the children of the Earth.'"

Dash watched as one of the vines pulled away a Changeling's foreleg left behind by another. "I'm guessing she's talking about them."

"Tha mòran air a bhith air a bhualadh. Bidh a 'chlann ag ithe agus an uair sin tilleadh gu cadal. Tha ar n- seòrsa sam bith eagal."

"Something about feeding and sleeping. That we have 'nothing to fear.'"

"Well that's comforting." The pegasus landed in front of her marefriend and stroked her face with a hoof. "AJ, honey... are you alright? Can you hear me?"

"'S urrainn dhomh nach eil a' blasad air na creutairean. Tha iad air a bhith a ' glanadh." Applejack stopped walking and raised her right hoof. "Cadal a-nis , clann na talmhainn. Fois le làn mionach agus ar taing."

From beneath the ground Spike heard a response, vast in its multitude. "Glòir do na Terra Banrigh."

He looked at Rainbow Dash with wide eyes. "Did you hear that?"

She wasn't paying attention to him. She watched as Applejack brought her hoof down. A pulse raced outward from the point of impact. The vines still reaching out of the earth retracted from whence they came. The holes filled themselves in. The eerie quiet returned.

As Dash and Spike watched, the glow faded until Applejack's eyes were again her normal green. Her mane fell around her head, limp and regular. Her knees buckled and she tilted forward. "I... I don't feel so good."

Dash caught her and was blasting towards Town Hall before Spike could even blink.

Rarity and Crescendo looked at each other. "Well." He started. "That was..." He grunted in pain as a blast of green magic knocked him to the ground.

"Crescendo!" Rarity moved to help him but instead squealed in surprise as four blobs of slime landed at her hooves. "EW!" She tried to recoil from the vile substance but found her hooves now thoroughly stuck. Another blob struck her horn and ran down the side of her face. She looked up to find the King and Queen of the Changelings flying overhead. The drone floating beside them wiped his mouth. "That is disgusting."

"Well, we can't have you running off, can we?" Carapace chuckled darkly.

Chrysalis said nothing, still shocked at the deaths of her newborns. Her children. Her people's salvation.

All gone.

She wrapped herself in her forelegs and tried not to weep.

"You must forgive my queen." Carapace rolled his eyes. "She's had a rough day."

Rarity cocked an eyebrow. "And you haven't? Or were those not your little monsters as well?"

Carapace shrugged. "No great loss. There will be more, I'm sure."

Molt flinched at his king's callousness but said nothing.

Carapace grinned. "To be perfectly honest, the destruction of your little town was always a secondary goal. The end result of all of this was to avenge myself against the pony who ruined my life."

Molt's jaw dropped. He couldn't mean...

"You, my dear Rarity."

"Me?!" Rarity blanched. "But..." Her eyes shot open. "Wait; are you really Prince Blueblood?"

"I was, yes."

"But... I... and you..." Rarity stammered, trying to process what was being told to her and struggling against her sticky prison at the same time. "...Is this is about the Gala?!"

"YOU RUINED ME!" Carapace screamed, his good humor gone. "YOU EMBARRASSED AND HUMILIATED ME! MY SOCIAL STATUS NEVER RECOVERED FROM THAT NIGHT!" He gestured at Chrysalis, who had not moved or reacted at his confession. "But she found me. She changed me and gave the army and the chance to finally kill two birds with one stone; the chance to end you and to take what should always have been mine." He smirked. "The throne of Equestria."

Rarity looked around at the chaos and bloodshed caused by the actions of the King of the Changelings. "You... you're insane. All of this because of a little cake?!"

"No, my dear. All of this because of you."

"...what?"

"I could have chosen any town in Equestria to begin my plans. I could have chosen far better and safer locations to begin growing my horde. But I chose Ponyville because you live here. I chose it because it is full of ponies you love. And now so many of them are dead. They died horribly, and it was all because of you." Carapace laughed wildly as he began gathering magic into his horn. "I can rebuild my army. My kind can hide and wait and bide our time until we are ready to move again. But this? This is forever. This can never be undone. And it is all because of you. All this misery and suffering is at your hooves, Rarity. They are soaked in the blood of the ponies you love. I wanted you to know that before the end." The King of the Changelings drew all of his hatred forward into a single concentrated orb of magic that hovered on the tip of his horn. It glowed red as he reared back his head. "Now die, knowing that this is all...your...FAULT!" He loosed the orb towards her.

Rarity saw the attack coming. She willed her magic to form a shield but the slime on her horn seemed to be blocking the spell. She strained against her bonds, desperately trying to get away...

Crescendo recovered from the attack against him just in time to see the orb of pure hate nearing the mother of his daughter. Not thinking, even for an instant, he threw himself in front of her. He closed his eyes and braced for the impact, for the inevitable burning pain...

...it never came.

The professor opened his eyes and saw the shocked look on Rarity's face.

"...Spike?" The mare whimpered.

Crescendo turned and found the dragon standing there with his back turned, his arms spread out so as to block as much of the attack as possible. Spike was frozen stiff, his muscles locked.

As the horrified unicorns watched, he tilted forward and fell face-first to the ground.

"SPIKE!" Rarity screamed, tugging frantically at her her bonds.

Crescendo blasted the slime away with his magic and the two ran to the dragon and rolled him onto his back. The attack must have simply knocked him unconscious, they hoped. He was stunned. Injured, but not too terribly. How powerful could the blast have really been, anyway...?

Spike's eyes were closed. His jaw hung open slightly. His chest, the scales now blackened and burned from Carapace's attack, did not rise or fall.

The blast had struck him right in his heart.

"No. No. No. No. No. No." Rarity muttered desperately. She put her ear to his chest and held a hoof to his throat.

Nothing.

Crescendo reached for her. "Rarity..."

"NO!" She smacked his hoof away and started shaking Spike's prone form. "Spikey-Wikey, you need to wake up, darling." She looked at Crescendo, tears running down her face. "Go get the doctor! Nurse Redheart! Somepony!"

Crescendo felt his own tears coming. "Rarity." She reached for her again. "Rarity... he's gone."

"NO!" She shook him more forcefully now. "He isn't gone! He can't be gone! This stupid dragon hasn't worked up the nerve to propose to me yet! I found the ring last week! Spike! YOU WAKE UP RIGHT NOW, DO YOU HEAR ME?! YOU WAKE UP AND YOU GIVE ME THAT RING AND YOU... and you..." She buried her face in his neck. "And you keep making me the happiest mare who ever lived..."

Crescendo looked away and saw the ponies starting to peek outside of Town Hall, ready to assess the damage to the town and start tallying their losses.

Their losses.

The unicorn laid his head on Spike's chest and let his own tears come. "You saved me, you damned fool. Why?" He wasn't expecting an answer but he asked again. "Why?" He sniffled. "It should have been me."

Rarity heard none of it. She nestled into Spike's neck and sobbed, babbling through her tears that Spike couldn't be dead. He simply couldn't be.

Carapace, Chrysalis, and Molt were already gone, flying towards Canterlot Castle.

The Battle of Ponyville was over.

Chapter 15: Checkmate

Canterlot Castle

The bedroom of Princess Celestia was the closest thing to holy ground in the whole of Equestria. Few were the ponies who had seen it, let alone set hoof inside.

Never had the grand bedroom held more ponies than it held at that very moment.

Celestia and Luna lay prone on the bed, side by side, their heads propped up on the bed's plush pillows. Their normally flowing manes were still and lay like rolls of silk. Their royal ornamentation had been removed leaving them looking strangely nude and vulnerable.

And weak.

Their chests rose and fell as one, their breaths shallow but still there.

Twilight Sparkle sat at the foot of the bed, two beams of magic stretching from her horn to the horns of the sisters. She gently fed them magic, just enough to keep their hearts beating and their lungs pumping.

The royal physician, Dr. Swine Heart, busied himself between the alicorns, checking their blood pressure and recording their heart rates.

Shining Armor sat at his wife's side, cradling one of her hooves with his own. Moon Shadow had finally fallen asleep and been carried to bed by Trixie and now the unicorn could focus all of his worried attention on the sleeping mare.

Captain Golden Haze stood still as a statue, her face frozen with sternness. Not a muscle moved. She was at perfect attention, a sentry over her princess.

Dr. Swine Heart checked his last reading and sighed in relief. "They're starting to stabilize. Finally." He started gathering tools in his magic and looked to Twilight. "A few more minutes and they'll be able to breathe on their own. If you can give them an hour..."

"I can." Twilight shook off the first hints of weariness from her casting.

"Good. Then they should be up and about by then." His tools flew into his bag which followed him as he left the room.

"Sorry." Flash Sentry bumped into the doctor as he entered the room. "Your majesty?"

The siblings Sparkle each looked at him expectantly.

"Uh... Shining Armor, sir?"

The twice crowned prince shot a look at his escort that warned him not to waste his time.

"Prince Blueblood has just arrived in the castle. He inquired about the princesses and seemed quite upset when I told him they were indisposed. He demanded to see someone royal."

Shining Armor sighed and kissed his wife's hoof. "I guess since Twily's indisposed, that just leaves me." He stood and looked at his little sister, noticing the strain starting to show on her face. "Are you going to be alright?"

She managed a smile and a nod. "I've got this. You go see what Blueblood wants."

Shining Armor rolled his eyes. "Knowing him, he probably wants a royal warrant issued on a pony who splashed mud on his new shoes."

"Same old Blueblood." Twilight's smile faded as something occurred to her. "That's strange."

"What?"

"I don't think I've seen Blueblood since before you and Cadance's wedding. I mean... he wasn't at my coronation, was he?"

Shining smiled and pecked his sister on the top of her head, just as he'd done when she was a filly. "I'll make sure to chastise him for you."

Twilight shook off her confusion and returned her big brother's smile. "Go on. Luna will be here when you get back."

"Love you, sis."

"Love you too, BBBFF."

Twilight watched him leave and waited until the door clicked shut before she turned her attention to the only other conscious pony in the room. "It's alright to move now, you know?"

Golden Haze didn't move.

"Captain Haze." Twilight sighed. "If you're worried about some secret getting out..."

Haze's eye twitched the tiniest bit.

"Haze, I've seen the way you look at her. I've seen the way she looks at you."

Haze's lip trembled.

"Captain Haze!" Twilight barked. "At ease!"

Haze practically melted. She tossed her helmet to the side with a clatter and took a seat on the ground beside Celestia. She stroked the multicolored mane of the mare she loved and looked at her with worry and tender affection in equal measure.

Twilight could feel her lips tugging upwards into a smile at the display. "How long?"

"Since the Academy." Haze smiled at the memory. "I had a crush on your brother back then. She helped me get over that after I found out about Cadance. We were friends. At first I mean. And then it became more later on."

"She's a lucky mare."

Haze snorted. "I'm the lucky one. All I ever wanted to be was a Royal Guard. Thanks to her, I'm the Captain... with the added bonus of having a space in the bed of the most incredible mare who ever lived."

"I won't tell anypony." Twilight flinched as a twinge of pain went down her horn, a common occurrence from long-form casting. "But for what it's worth, I think you two are great together."

Haze opened her mouth to reply but stopped short when Celestia shifted on the bed. The alicorn groaned and groggily opened her eyes. They met Haze's and the princess exhaled in relief. "Hey."

"Hey." Haze wiped her eyes. "You scared me back there."

"Forgive me. I didn't have my most trusted guard there to watch over me."

Haze leaned down and kissed one white hoof. "I'm watching over you now."

Celestia reciprocated the gesture on Haze's own hoof... and caught Twilight watching from the corner of her eye. She stiffened.

"It's okay." Haze soothed her lover-princess. "She guessed."

Celestia relaxed and rolled her eyes. "I should have known that she would eventually." She smiled at Twilight, asking silent approval.

Twilight granted it with a smile of her own. Her smile collapsed as a pulse of magic rattled her to her bones. She held a hoof out towards Haze, noticing that she was leaving the bed's side and starting towards her. "I'm okay."

But Golden Haze wasn't looking at Twilight. She was looking past her.

Out the window.

Twilight slowly turned... and saw the smoke.

Thick, black smoke billowed into the air off in the distance. The unicorn and the pegasus followed the trail downwards, looking for the source of the blaze.

Twilight's eyes widened as they focused on the little town on the edge of the Everfree Forest.

Celestia felt Twilight's magic withdrawing and knew already what her former student meant to do. "Twilight, wait..."

Too late. There was a flash of purple light and Twilight was gone.

Celestia fell back onto the pillows, suddenly exhausted. She was still so weak...

A crash came from downstairs.

Haze looked at the doorway. "That was the Throne Room."

"Go."

Haze looked at her lover like she was crazy. "I'm not leaving you."

Celestia swallowed hard. "I'm fine. Go see what's going on."

Haze begrudgingly saluted and ran out the door, kicking it shut behind her.

Celestia drew deep breaths and wrapped her left foreleg around the right one of her still sleeping sister. She watched with worried eyes as the black smoke from Ponyville smudged her beautiful blue sky.

///////////////////////////////////////////////////////////////////

Shining Armor trotted into the throne room just behind Flash Sentry. He glared irritably at his cousin-by-marriage as he took his place on the raised dais and beside Celestia's throne. "What can I do for you, Blueblood?"

The white stallion returned the glare from the bottom of the stairs, two helmeted Royal Guards standing on either side of him. "I'm sorry. I thought I made it clear that I wanted to speak to the ranking pony with a crown. If Auntie Celestia and Auntie Luna are indisposed, then I believe that's my cousin Cadance."

Shining Armor raised an eyebrow. "What are you talking about? Cadance hasn't set hoof in this castle since the secession."

Panic flashed in Blueblood's eyes for a moment but he seemed to recover quickly. "Of course. Forgive me, I've had a tiring day."

"Can we get to the point of this, Blueblood?" Shining Armor had never gotten along with Celestia's adopted nephew. He'd butted heads with the pompous stallion ever since he and Cadance had begun dating. "And please remind your guards that protocol calls for the removal of the helmet when standing at the base of the Princess' throne."

The guards flinched and looked at Blueblood.

Shining huffed, getting more irritated. One of the guards was a Sergent for pony's sake. She should know better. "Lieutenant?"

"GUARDS!" Flash snapped to attention and barked like a practiced drill major. "REMOVE YOUR HELMETS NOW!"

The guards hesitated but then carefully removed their ornate helmets. The stallion looked like a newbie, somepony who had come on board since Shining Armor had left the corps.

But the mare...

Shining Armor stared in confusion at the youthful and fiery sergeant. "Haze?"

Flash pointed a hoof back towards the way they'd come. "Weren't you just back there, Captain?"

Blueblood and Haze shared a mortified look. "Captain?!"

The stallion guard just shook his head and aimed his horn at Flash Sentry.

"Look out!" Shining Armor watched as the blast of familiar green magic hit his escort dead in the chest and sent him flying back into the far wall. He slid down to the ground, stunned.

Shining Armor's shield spell was up before the emerald fire had finished revealing the three ponies as they truly were. He glared at one in particular, the one who had blasted Flash Sentry.

The one who had nearly stolen his sanity just a few years ago.

"You." He growled.

"Hello... lover." Chrysalis tried to smile but there was no joy behind her eyes. Just an awful deadness. A lack of caring.

"This is why intelligence reports would have been of use, your majesty." Molt hissed at Carapace, his anger and revulsion apparent to all.

Carapace rolled his eyes and looked instead to Shining Armor. "Before you ask; yes, you are all alone. I took the liberty of hypnotizing the Guards outside and ordered them to not allow anypony inside."

Shining Armor faltered a bit at the still familiar voice. "Blueblood? Is that really you?"

"THAT'S NOT MY NAME!" Carapace stomped the ground. "Blueblood is dead, do you hear me?! The Prince is dead!" His horn charged with magic. "Long live the King!"

Shining Armor braced himself for the attack...

Another shield materialized over his own, doubling the strength just as the Changeling King's blast struck. The attack bounced off the dome and went flying back towards Carapace. He ducked, just narrowly dodging and letting the energy burn the carpet behind him.

Trixie stepped out from behind Luna's throne and tossed back her hood. "The little Prince is down for his nap, your highness." She glared at the three intruders. "Is there anything else I could assist with? Pest control, perhaps?"

Carapace recovered quickly. He laughed as haughtily as he could manage. "You two think you stand a chance against the likes of us? What a poor day for the Princess' to be ill."

"True, their majesties are indisposed at the moment." The real Golden Haze lifted herself into the air from behind Celestia's throne. She started unbuckling and removing the unnecessary, ornamental pieces of her armor. "But make no mistake; they are defended."

Molt examined the three ponies standing in the way of their victory. "Orders, your highness?"

"I..."

"I wasn't talking to you!" Molt snapped at Carapace. He felt a small tug of satisfaction at the shocked looked on the King's face. He looked instead to his queen. "Your majesty? We can still run. Most of the hive is still alive. We..."

"Kill them." Chrysalis' new tail slid out, and coiled over her head. Dangerous fluid leaked from the dangerously barbed needle at the end. "Kill them all. Nothing matters. Not anymore."

Carapace smirked. "That's the spirit, my love." He locked eyes with Shining Armor. "I've waited a long time for this, you buffoon."

"Are you kidding?" Shining Armor pawed at the ground. "I've been dying to beat some humility into you for years now."

The two sides charged at each other.

Golden Haze and Molt collided in mid-air. They promptly fell to the carpet and began rolling about, kicking and biting at anything they could reach. Haze's teeth found the membrane that was Molt's beard and she yanked as hard as she could. Molt cried out in pain but the membrane did not give.

Haze smirked as an idea popped into her head.

With a burst of her wings she was airborne, the Changeling still beating at her as he dangled from the membrane clutched in her teeth.

She started to spin. Around and around and around she went...

Molt cried out again as she let him fly. He shot across the room and quickly popped out his wings to stop himself. He glared in her direction. "That's rather unorthodox, don't you thi...?" The air was driven from his lungs as she crashed into him, hooves first, and smashed him into the far wall.

Carapace and Shining Armor circled each other, their horns lowered dangerously.

"Why don't we settle this like gentlestallions?" Carapace asked with a snap of his teeth.

"Why start now?" Shining Armor returned.

Carapace rolled his eyes and let his magic coat his horn. "As a Guard, I imagine you were trained in horn-to-horn combat?"

"Fencing?" Shining Armor's own magic flowed along his own horn. "I was the best in my class."

"Why lie, Shining Armor?" Carapace assumed the position. "Surely you recall the masked stallion who bested you? The champion of the Equestria Games?"

Shining Armor's jaw dropped. "That was...?"

"En garde, idiot." Carapace lunged.

Shining Armor parried and crossed his horn with the King's. Sparks flew from the colliding magical fields as the two stallions pushed for the advantage.

Carapace pulled back and lunged once again.

Shining blocked.

Lunge.

Block.

Lunge.

Block.

Feint.

Shining Armor cried out as the tip of Carapace's horn pierced his shoulder. He pulled away and shook out the pain.

Carapace smirked as he made ready to attack once again. "I believe that's a point in my favor."

Shining Armor growled and swung wide.

Carapace yawned as he blocked lazily... and staggered backwards after Shining Armor's hoof collided with his face.

Shining Armor grinned savagely. "How many points is that worth?"

His lip rolling back in a viscous sneer, Carapace resumed the attack.

Trixie was busy firing off every offensive spell she could think of. The Changeling Queen was as slippery as a serpent, dodging her blasts and castings with split second precision. Trixie noticed she was favoring her right side, her left wing folded down over something...

The green eyes of Queen Chrysalis were suddenly inches in front of her own. "Boo."

Trixie's magic flashed and she winked backwards, cursing herself for being so easily distracted...

She felt something wrap around her mid-section before she could even register the trap. She gasped in agony as Chrysalis' stinger jabbed into her back. She felt the coiled tail flexing as something terrible and burning was pumped into her body. She felt herself suddenly become very woozy.

"I really didn't think it could reach that far." Chrysalis regarded the pony caught in her tail with cold disinterest. "I can taste it, you know? The love you have for her. The Moon Princess. And for..." She lapped at the air with her forked tongue. "Her son." Chrysalis retracted her tail until the poisoned pony was at eye-level. "She's like the mother who abandoned you, isn't she? It's funny. I've experienced the start and end of motherhood, all in the same day. Do you know how that feels?"

Trixie gurgled, foam appearing in the corner of her mouth.

"I don't imagine you do. I don't imagine you'll feel much of anything once this poison is done liquefying your insides. You should know that she loves you as well. Both her and the colt love you dearly." Chrysalis put herself nose to nose with the dying mare. "Perhaps I'll take your form when I go to finish them. What do you think of that?"

Trixie whispered something.

"I'm sorry. What was that?" The Changeling Queen put her ear to Trixie's lips.

Trixie grinned a rictus grin through the pain. "Luna nobis providet."

Chrysalis felt the burning heat from the unicorn's horn the instant before the mare exploded into a blast of energy. Her tail was obliterated by the suicide attack and her right leg was blown clean off. Her shell caught fire briefly as the shock-wave of Trixie's final spell blew her backwards to the ground where she lay, writhing and protecting her left side.

"TRIXIE!" A recovered Flash Sentry screamed, flying towards the injured Queen.

"YOUR MAJESTY!" Molt kicked Haze off of his chest and into a nearby standing suit of armor. Ensuring the troublesome pegasus was dazed, he flew towards his queen's side as quick as he was able.

"You monster! I'll kill yoAH!" A random blast from Shining Armor and Carapace's dual sent Flash spiraling backwards. The pegasus hit the ground, groaning in pain from new injuries.

Molt slid to a stop by Chrysalis' side. He took quick stock of her injuries and placed his forehead to her now chipped horn. "Feed, my Queen." He begged. "Forgive me for holding my love from you. Take as much as you need..."

Chrysalis spasmed from the pain and grabbed Molt around the neck with her remaining foreleg. She pulled him close and whispered something in his ear.

The drone's eyes widened as Chrysalis revealed her left side. "Your majesty... I...." Molt screamed as a blast of green energy tossed him away from his queen. He rolled onto his side, carefully handling what Chrysalis had passed to him.

Carapace approached his injured wife with a cold look on his face. He cast his eyes back for a moment to ensure Shining Armor was still nursing the cut the King of the Changelings had just lain upon his face before returning his full attention to the hurt creature at his feet.

"My...my King..." Chrysalis whispered. She reached for him as dark green blood continued to pool around her. "Please... help me..."

"Help you?" Carapace knelt so that his face was inches from hers. "And why would I do that? Why should I help a queen so weak that her first brood is dispatched in a matter of hours?" His lips curled into a sneer. "You promised me the greatest spawn who ever lived."

Chrysalis was desperate now. "Please... my king... my love..."

"Love?" Carapace touched his horn to hers. "You never loved me. I was a means to an end. I was both battery and donor. But I'll tell you a secret; I loved you, Chrysalis. I loved that you could help me achieve everything I ever wanted and more. I loved that you could hide that hideous, chitinous form in the body of any mare I desired. I loved that you were so very easy to manipulate... my Queen."

A small spark of love flickered between the horns. Chrysalis lunged for it hungrily.

"Yes, I loved you... but I'm afraid that I'm going to need that love back."

Chrysalis' mouth opened in a silent scream as Carapace drew the love he had poured into her over the years back into his own being. Only now did it occur to her how subtly he had worked, how easily he'd moved the pieces of her hive around so that he had been her only source of sustenance.

The Queen of the Changelings began to shrink. She withered away into a frail mockery of everything she had once been. Her membranous mane fell from her head and lay like dead skin on the floor. Her wings followed suit, sliding to the stone with the softest of rustlings. She curled into herself and lay there, gasping like a fish pulled from the water.

"FIGLIO DI PUTTANA!" Molt launched himself at Carapace, blinded by tears. In his anguish he cried out in the language of his old life, the language of his father. "TI UCCIDERO!"

Carapace caught the drone in his magic and hurled him backwards over his head. He smirked at the sound of the impact as Molt struck Shining Armor. He turned and cocked his head at the two stunned males. "I think this little game has gone on long enough."

Shining Armor pushed the stunned and weeping Molt off of his body and stood tall. "I agree. So why don't you just surrender?"

Carapace laughed. "What? No 'thank you?' I did just finish off the monster that took over your mind, didn't I?"

Golden Haze landed in front of Celestia's throne. "I'm focused on the only monster still standing."

Carapace winked at the mare. "My lady, the stallions are talking. Why don't you tend to the wounded or something?"

Haze lifted into the air with a snarl, ready to fire herself at Carapace like a bullet...

Her eyes widened when she saw his horn alight with magic.

The stained glass windows on either side of the throne's dais exploded inward. Haze flinched in a futile attempt to block the shrapnel. She cried out, not in pain but surprise, as a heavy form knocked her to the floor. She gasped as her wing bent too far back as she tumbled down the carpeted stairs. She opened her eyes just in time to see her savior; Shining Armor.

They realized in the same instant that the windows had been a distraction.

Shining Armor had barely gotten his shield spell up when Carapace's blast struck head on. The stallion flew backwards, smashing through Celestia's throne and hitting the stone wall behind it with a terrible breaking sound. Before he could recover, the King's magic took hold of the pillars holding the ceiling up and yanked them inward. A whole section of the roof came crashing down on the stallion's form. The dais cracked in half and collapsed.

"No..." Golden Haze whispered as the dust settled around the rubble that had been the heart of the Equestrian monarchy.

Of Shining Armor, there was no sign.

King Carapace threw back his head and laughed.

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Shining Armor wiped the blood from his eyes and took stock of his situation.

His shield spell was cast around him, the bubble holding the debris back from crushing him. His horn ached from the duel with the Changeling King and already he could feel the weight of the stone pressing down on him. He winced with each breath, reckoning that he could probably count on several bruised or broken ribs from his trip through Celestia's throne. He reached a hoof back to check his injuries and almost screamed when he felt something large and sharp in his side.

Dreading what he was about to see, Shining Armor turned his head.

Sticking out of his barrel were several long, jagged pieces of stained glass. They had pierced him deeply and blood was already seeping out, staining his white coat red. "I'm..."

"Quite dead, yes."

Shining Armor whirled to find a stallion standing before him. He was jet black and bald, his body seeming almost to shift and congeal. His hooves grew talons for an instant and were suddenly hooves again. His eyes almost seemed to burn, like a flickering campfire was set just beyond his pupils.

A hissing snake coiled about his neck.

"Who are you?" Shining Armor was too taken aback by the stallion's strange appearance to ask where he had come from.

The stallion rolled his eyes. "Oh, I have so many names. But in this form, I've grown quite fond of Belial."

"Belial?" Shining Armor winced again from the pain. "You said... I'm dead?"

"Not yet, but you will be very soon. That's as mortal a wound as any I've ever seen, o Prince of Sinners."

"...why did you call me that?"

"Because I don't like games." Belial snorted. "Not anymore, anyway. Not since your sister and her merry band of friends beat me so handily."

"I... I don't understand." Shining Armor began to feel lightheaded.

"That's the blood loss." Belial grinned at the snake around his neck. "You don't have long now. I wonder, if you had the chance, what would your dying wish be?" The dark stallion walked the perimeter of the bubble shield. "Would you go to Cadance and beg her forgiveness? Would you fly to Luna instead and forsake all others but her?"

Shining's strength began to fade. One of his forelegs buckled and he knelt before the King of Lies. "Why are you doing this?"

"Because you are damned, Shining Armor. Your actions, your sins, drew me here and now I cannot leave until I have claimed the souls of those who called to me from across the aether." Belial pushed his face against Shining Armor's. "Look into my eyes, o Prince, and see the fate that awaits you."

Shining Armor looked... and he saw...

And he screamed.

Belial cackled as he drew back. "Long have I waited to taste the torment your soul will feel! And yet..." Belial's good mood faded. "And yet things have become complicated."

Shining Armor, dazed and reeling from both his injuries and from what he'd just seen, followed along so he could stay focused on something. "C-complicated?"

"As I said, I cannot leave Equestria until I have taken the souls of the sinners who brought me here. That is to say you and the Princess Luna. Sadly, it would appear that Luna is beyond my reach. Her soul is more than just a soul, it seems. When she dies, she is out of my reach forever." Something occurred to the King of Lies. "I could claim your son. Such darkness lies in his future..."

"No!" Shining Armor cried desperately. "Leave Moon Shadow out of this. Take me and be done with it!"

Belial's eyes flashed. "Don't you think I would if I could, you fool? Normally I would sit here, watch you bleed out until your shield gives out, and swallow your essence as the stones crush your bones. But then where would I be? Stuck in this world of sunshine and happiness forever, barely subsisting on the few sinners your kind manages to produce." Belial smirked. "No, I think I'll backdoor my way out of this one." He shrugged. "And, as a bonus, I'll have squared my debt with your sister for teaching me that little lesson about faith."

"What?" Shining Armor realized his mouth was now bone dry.

"Redemption, dear boy. A redeemed soul is out of my reach. If you redeem yourself with your dying breath, then the original sin that drew me here should become null and void." He shivered with pleasure, an action mimicked by the snake. "If this works, then I might finally be able to move on to another world."

Shining Armor's other leg buckled and his face struck the cracked marble floor. "How... how can I redeem myself?" He started to weep. "I betrayed the mare I loved! I was greedy and claimed the hearts of two mares I never deserved! I had the chance to end things and I didn't!"

Belial regarded the stallion with open contempt. "You accept that you've done those things. That's the first step. But tell me, o Prince; what of your sons?"

"My sons?"

"Do you regret their existence?"

"No." Shining Armor thought of Morning Dew and Moon Shadow and had to smile. "I love them both."

"The smallest light in the darkness can be a guiding star, Shining Armor. Think of your sons. Let your memories of them be your strength."

He did. Shining Armor turned his back on the pain and focused on thoughts of his little colts. He thought of Morning Dew's artistic talent. He thought of Moon Shadow's unending and imaginative stories. He thought back on the day where they had come face to face for the very first time. He remembered Moon Shadow's shyness in the presence of the colt he didn't know was his own brother. He remembered Morning Dew's wide smile and extended hoof. He remembered their smiles as they raced off to play together.

Shining Armor tried to lift himself.

Belial could not help but smile. He nodded to the serpent on his shoulder. "Redeem yourself, Shining Armor. Not for yourself, not for your wives, but for your sons. There is a monster out there that will not stop until he has destroyed everypony and everything that you hold dear. Are you just going to lay here and die while he does it?"

Shining Armor tensed and tried to push himself up again. "No." His wounds began to bleed once again.

The snake slithered down Belial's body and wrapped itself around Shining Armor's neck. It hissed in him ear, its breath shockingly cold. "Are you a ssssssinner?"

"Yes."

"But will you die a ssssssinner?"

"...no."

"Will you die a hero then?"

Shining Armor's eyes closed. "No."

"Then how shall you die? How will your ssssssonsssssss remember you?"

Shining Armor, the Twice Crowned Prince, the Prince of Sinners, felt his heart beating like the drums marching a condemned stallion to his fate. "...a warrior."

Belial leaned close to Shining Armor's other ear. "Then rise, warrior. Rise... and go out with a lion's roar."

The snake bit Shining Armor's neck but he did not wince. The poison that flooded his veins only increased his will, his strength. He pushed up and stood once again on all four hooves. He focused every fiber of his being into his horn, no longer fearing the stones that began to shift under his dying shield.

As the poison reached his heart, Shining Armor spared a final thought for those he loved.

Mom...

Dad...

Twily...

Haze...

Luna...

Cadance...

Moon Shadow... Morning Dew... my sons...

...

I love you all.

Belial smirked as Sin returned to his place about his shoulders. "Consider my favor settled, Twilight Sparkle." He chuckled as Shining Armor's shield faded into thin air and the rubble came crashing down.

/////////////////////////////////////////////////////////////////////

What happened next happened quickly.

Carapace and Golden Haze turned as one as the rubble collapsed. From the dust came Shining Armor, bellowing a cry of bloody war. His horn was encased in his shield spell... and pointed right at the King of the Changelings.

Carapace fired a blast at the charging stallion as he took a flying leap off the ruined dais. It bounced harmlessly off the shielded horn that now was flying towards Carapace like a hurled javelin. The King spread his wings, intending to fly but already knowing there was no way to escape...

Queen Chrysalis, who had been using the last of her physical strength to drag herself towards her husband, used the last bit of her magic to launch herself off the floor. Her wrinkled and shrunken body flew into the air right in front of Carapace...

...just in time for Shining Armor's horn to pierce her chest.

Golden Haze screamed as the two landed on the floor right at Carapace's hooves.

No one moved.

Carapace knelt by his wife's side and used his magic to remove Shining Armor's horn from her body. He barely noticed the stallion was now quite dead as he carelessly tossed him to the side. He stared at Chrysalis in wonder. "You... you saved me? After everything I said to you?"

Chrysalis looked at him with clouded eyes and found the strength for one last smirk. "I... saved... my kind."

"What?"

"Queen sacrifices to take King. Wipe the... board." She seized up, her last breath caught in her chest. "We... we..." She went limp, her last words a whisper on her final breath. "We begin again..."

Carapace had barely begun processing her words when he screamed in agony. This was pain beyond pain, beyond any definition of pain he could ever fathom. It felt as if his every atom was on fire. He couldn't breathe, couldn't think. His eyes rolled into the back of his head from the torture. He collapsed to the floor, his body bending and shaking violently.

Molt forced himself to laugh even as his body went through the same thing. "Enjoying the experience, your majesty?! Enjoying my Queen's final gift?!"

Golden Haze watched in stunned horror as the two Changelings writhed in agony. She nursed her injured wing and made her way over to Flash Sentry. She helped him to his hooves and together they watched.

They watched as the King of the Changelings ceased to be.

His black exoskeleton cracked at first and then began to flake off. Larger and larger pieces came crumbling from the whole, revealing white fur and blonde mane beneath. The stallion choked on his own vomit as his organs destroyed themselves and built themselves anew into their original shapes.

After what felt like hours but must have been only seconds, the pain finally stopped.

Prince Blueblood, panting heavily, stood on all four hooves. He looked around at the shattered pieces of what had been his body in stunned disbelief. "What...?"

Golden Haze galloped across the room and smashed her hoof against Blueblood's face with every bit of strength that remained in her. She watched as the stallion hit the floor like a ton of bricks, knocked out cold. She found enough saliva in her mouth to spit on him.

"Good riddance."

The voice sounded elderly and weak. Haze turned and saw that the drone called Molt had gone through a similar change. Surrounded by bits of Changeling armor was a stallion of faded beige, like old parchment. His mane was stark white and his beard was the same color. He still lay on his side, breathing heavily. He did not move even as Haze approached him. She looked him over and leaned close to him. "Who are you?"

The stallion looked at her and she was stunned by the blue of his eyes. "In another life, in another time, I had another name. Mio padre called me Mareco."

"Mareco?" She raised an eyebrow. "As in Mareco... Polo?"

The stallion nodded. "I forsook that name when I took on a great task. A task I must now pass to you."

"What are you talking about?"

Mareco Polo carefully rolled onto his back to reveal the precious cargo Queen Chrysalis had kept hidden since the first eggs came. The niyad's skin was still wet. The pieces of her egg lay cracked on the ground amidst broken pieces of exoskeleton. She yawned as she slept, exhausted from the act of being born.

Haze's jaw dropped. "Is that...?"

"She is the last now. Just as her mother was the last. But she will have no hive, however small, to help her as her mother did. She will only have you."

Haze tried to pull herself away but found she could not. "I... I can't. I don't know..."

"Nor did I, once upon a time." Mareco Polo raised his head to look sadly at the body of the Queen he had spent centuries protecting and raising. "But you will learn. Just as I did." He slumped to the ground, his breathing shallow. "I task you now, mare. I task you with the preservation of an entire species." He closed his eyes. "Do not fail this little Queen... as I... failed... mine..." A single tear rolled down his fur as he breathed his last.

Golden Haze reached for the tiny Changeling Queen and carefully lifted her from the body of Mareco Polo. Still so shocked, still so unsure, she did the only thing she could do.

She tucked the little hatchling under her wing, safely out of sight, and joined a weeping Flash Sentry by the cooling and bloody body of Shining Armor.

Chapter 16: Those We Leave Behind

Ponyville

Applejack winced as Nurse Redheart finished tying the sling in place. “Is this really necessary? It’s just a split horseshoe.”

The white earth pony, looking haggard and tired from helping so many injured ponies, sighed. “We can’t take any chances. I’m already seeing signs of infection from some of the Changeling’s more… personal attacks. Everypony is getting the most treatment they can for every injury.”

Applejack huffed as she adjusted to standing on her three legs. “Well… thanks I guess.”

“No. Thank you.” The nurse shocked Applejack to her core by tilting her head in a small bow. “I saw what you did. I know it was you who stopped those monsters.”

“I-I don’t know what yer talkin’ about.” Applejack hurried away. “You just don’t be blabbin’ to ponies about things you don’t understand, alright?” She hurried away from Redheart and found herself at the base of the fountain where she had rallied the ponies to fight back. She looked into the still clean waters and frowned. There was something about her face she didn’t recognize. She shook her head and looked again. The mystery mare was still there. Her face was harsh and unyielding, yet kind and understanding. Her eyes, though, were hard and unforgiving. “What have I done?” She asked her reflection.

A blue mare joined her reflection and smiled. “You saved us. I don’t know how, but you saved us.”

Applejack sighed heavily and sat on her haunches. She pulled off her hat and looked around at the devastation.

Downtown Ponyville was wrecked. From the Town Hall to the Shopping District, there was damage as far as the eye could see. The flames had finally been doused thanks to timely assistance from Rainbow Dash and the Weather Team conjuring up a brief rainstorm, but now there was the unfortunate side effect of the mud. Now the ponies of Ponyville were shocked, injured, and filthy. Those not recovering in Town Hall or being transported to the hospital wandered the square, eyes wide at the destruction wrought by the Changeling invaders.

“How bad is it?”

“Bad.” Rainbow Dash knew her marefriend wouldn’t appreciate sugar-coating in a situation like this. “Really bad.”

Applejack’s eyes found Rarity, still cuddled up to Spike’s body. “How many?”

“There’s… there’s no way to tell right now.” Dash leaned down and lapped up some water to soothe her dried throat. “Those new Changelings didn’t leave much behind but bones. It’s going to take us weeks to check dental records. Thank Celestia they didn’t get to the hospital.”

Applejack couldn’t help a derisive snort at the alicorn's name.

“Caramel fought off a pair that were raiding the cemetery.”

Applejack turned sharply at the mention of her cousin. “Is he…?”

“He’s fine. He’s with Derpy. They’re going door to door, checking to see who’s still hiding.”

Applejack let out the breath she’d been holding. “What else?”

“They got the Riches. Well, Filthy and Suri.”

“Diamond Tiara?”

“Hiding under the train… which was loaded with everything the Riches owned.”

“Is that so?” Wheels began to spin in Applejack’s head. “What else?”

“Button, Pipsqueak, and Rumble volunteered to check out the manor house. They said there were a ton of tunnels down there.”

“Like an ant's nest.” Applejack muttered. “That’s how they were able to move around.”

“There’s more.” Rainbow Dash took a steadying breath. “They found… cocoons. With ponies in them.”

“And?”

“Some of the ponies were just shell-shocked. They’d only been snatched for a day or two. But some of the others…” She closed her eyes, remembering what Button Mash had described. “They were being converted into Changelings.”

Applejack’s jaw dropped. “Are they…?”

Dash just nodded. “Every single one that was in mid-change is dead. Their cocoons all just exploded and they died right there, screaming.” A tear rolled down Dash’s face. “One of them was Thunderlane.”

“Aw horseapples.” Applejack breathed. “Rumble saw, didn’t he?”

Dash nodded. “Passed out right after. They took him to the hospital already.”

“Who else?”

“Lotus, Lily, Amythest Star, the Puppet Pony, Cup Cake, Mr. Quills, Featherweight…”

“Stop.” Applejack held out a hoof. “Please.”

“There’s more.”

“A'course there is.” Applejack leaned her head against the fountain. The cool stone comforted her somewhat. "Why wouldn't there be?"

“There’s a group of colts and fillies missing. Fluttershy said the last time she saw them, they were being taken to the school-house by Cheerilee. Crescendo volunteered to go check on them.”

Applejack looked over at the Town Hall again. A colt and a filly were sleeping on a cart next to a snoozing pair of mares. “Is that the Cake Twins over there with Lyra and Bon Bon?”

“Yeah. They volunteered to watch them until we find Carrot Cake.”

“We just found Carrot Cake.” Fluttershy joined her best friend and sister-in-law by the fountain. She lapped at the water and sighed.

“Well?” Applejack pressed her. “Where is he?”

“A-all… all over the place.” Fluttershy broke down, sobbing loudly. Her tears fell into the fountain like raindrops.

Dash pulled her close and shushed her. “It’s gonna be okay Flutters. You’ve done enough searching for right now. Why don't you go check on Mac.”

Fluttershy sniffled, nodded, and was gone with a flap of her wings.

“Is Mac okay?”

Dash nodded. “He’s gonna be scarred. And his right eye’s gone. But he’ll make it.” Dash looked down at her soot and blood spattered fur. “We took a beating on this one, AJ.”

“Some of us more than others.” Applejack was looking again at Rarity and Spike…

…when Twilight Sparkle appeared before her in a flash of light.

“I came as soon as I saw the smoke. Well, not as soon as I saw the smoke. I went to Cloudsdale first to see if I could bring some rain but it looked like they had that covered. Then I…”

Applejack stopped the alicorn’s babbling with a hoof. "Twilight. Breathe."

Twilight pushed the hoof away and looked at the ruined town. “What happened here?”

“Changelings happened, Twilight.” Dash shook her head disbelievingly. “Where have you been? We really could have used you back there.”

“Changelings? But how? I mean…” Something in Dash’s tone stuck in Twilight’s craw. “Well, if you needed me so badly, then why didn’t you send a letter through Spike?”

Applejack and Rainbow Dash shared a look.

“Come to think of it, where is that dragon? He should’ve known to alert me as soon as he…” Twilight noticed the two mares were no longer looking at her, but behind her. She turned and saw the huge purple mass laying in the mud being attended to by a white unicorn. “…Spike?”

“Twilight…” Applejack reached for her but she was already gone, winking across the courtyard in another flash of light.

Twilight reached a hoof towards Spike even as her eyes remained focused on the burn wounds across his chest. “Spike?” She touched his scales and she was thrown back to her first days in Celestia’s school. She remembered the baby dragon cooing under her desk as she snuck him small gems during lectures. There had always been a latent heat to Spike’s scales, even then.

They were so cold now.

“Spike?” Twilight’s face caved in on itself as the tears came.

Rarity twitched at the sounds of Twilight’s crying. She pulled her head away from Spike’s body and stared at Twilight with something like amazement. “Twilight? Is that you?” The amazement quickly faded into suspicion.

And then to anger.

With a cry of rage, Rarity tackled the purple alicorn into the mud. Twilight offered no resistance as the seamstress began slapping at her face with her hooves. “Where were you?!” Rarity demanded. She grabbed Twilight’s shoulders and started shaking her. “He would still be here if you’d been here to help us. IF YOU HAD BEEN HERE, HE'D STILL BE ALIVE! WHERE WERE YOU?!” She was screaming now, her running mascara painting a mask on her face. “WHERE… where were…?” She fell onto Twilight’s chest and started sobbing into her fur.

Twilight, who had not stopped crying, just wrapped her hooves around her friend and held her tight.

Applejack and Rainbow Dash turned away from the crying mares and leaned on each other. They closed their eyes and took a moment to calm their nerves. They breathed deep, trying to relax...

But every breath filled their muzzles with the smell of smoke and death.

"How's the farm?" Applejack asked.

"Nopony's checked it."

Applejack started and climbed to her hooves. "Land's sake, Dash; Applebloom and Scarlet are out there!"

"Relax, AJ." Dash rolled her eyes. "I highly doubt any of those monsters made it all the way out there. I'm sure they're fine."

Applejack adjusted her hat and began trotting towards her family home. "Somepony should still go make sure."

"Want me to come with?" Dash flapped her wings and floated alongside her marefriend.

Applejack shook her head. "You stay here and keep an eye on things. Keep getting the injured to the hospital." The wheels involving the Rich Family continued to spin in her mind. "And send somepony to search Filthy Rich's office. See if they can find the deed to the manor he sold that King fella. I'll be back in a jiff." She kissed the pegasus lightly and gave her a reassuring smile. "I love you."

Dash returned the smile. "I love you too." She stopped and watched as the mare started galloping towards Sweet Apple Acres as fast as she could manage with only three usable hooves.

"Rainbow Dash? Is that you? Or another winged mare with a coat of blue?"

Dash turned in amazement to see Zecora exiting the perimeter of the Everfree Forest. The zebra adjusted the satchel hanging from her neck and stared at the damage to Ponyville in shock and disbelief. Dash flew over to her and pulled her into a quick hug. "I was getting worried about you, Zecora."

"Worried? About me? The scared one should be me." She gestured at the town. "I have never seen such devastation. Tell me; responsibility falls to what creation?"

"Changelings. They were different than the ones we faced before. We... we lost more than a few ponies."

"We will mourn the lost and toast to their names." The zebra put a hoof on Dash's shoulder. "But now it seems one problem remains."

"What's that?"

"A ghastly commotion called me from my hut. I followed the trees and the path that I cut. I found something strange, maybe you can tell me; would you know who these ponies might be?" She gestured into the woods behind her.

Dash watched as dozens of ponies nervously stepped into the light. They were emaciated, like they hadn't eaten in weeks. They were skittish, their movements quick and unsure.

Most of them were children.

Seeing Dash's confused face, Zecora reached into her satchel. "They were surrounded by pieces like these." She removed a large chunk of thin black armor from the bag and held it out for Dash to touch. "The feel of it fills me with a sense of unease."

Dash touched the armor and shuddered at the texture. "Zecora." She looked at the motley gathering of ponies. "I think they're the Changelings."

///////////////////////////////////////////////////////////////////////////////

Crescendo was sure that his heart stopped when he turned the last corner and saw the body laying out in front of Ponyville's school-house.

The unicorn bolted the rest of the way, not heeding the burning in his lungs or the pain in his still very sore legs. He slid to a stop a few feet from the body.

The fuchsia mare lay face down in the dirt, her fur patched and ripped from a number of bites. The breeze ruffled her tattered mane. The ground beneath her was soaked in blood. The earth surrounding her looked freshly moved, evidence of something rising from beneath and returning to the depths. He considered rolling her over, to see if her lovely face was locked in peace or anguish, but decided against it.

Crescendo sighed and let his head droop. "Oh, Cheerilee..."

"Dad?"

Crescendo looked up sharply and saw his Diminuendo standing in the open doorway of the school-house. He ran up the stairs and pulled his son into a hug. "Dimmy!" He pulled back and looked over him for injuries. "Are you alright?"

The colt sniffled and nodded, reaching a hoof under his cracked glasses to wipe at his eyes. "Miss Cheerilee saved us."

For the first time Crescendo noticed the group of young ponies hiding under their desks in the room's center. Some were crying. Others had already cried themselves to sleep. He looked back to his son. "What happened?"

"They attacked us right when we got here. Miss Cheerilee pushed us all inside and told us to hide." Tears began to run from the little unicorn's eyes. "S-she fought them, Dad. Th-they were trying to g-get inside the door b-b-but she blocked it with her body and she fought them. She m-managed to fight them off the porch. Sh-she kept screaming that she wouldn't let them get to us. And then two more showed up and-and-and..." Dimmy broke down completely as he remembered the horrible scene just before the plants had come out of the ground just moments too late.

Crescendo held his weeping son and patted his back until the initial storm had passed. He stood Dimmy up and ruffled his mane. "You go and sit with your friends. I need... I need to tend to Miss Cheerilee."

Dimmy nodded and rejoined the group.

Crescendo searched the room and quickly found a large tarp typically used to cover the chalkboard during summer. He carried it outside and spread it over the teacher's body. Electing not to use his magic, he carefully tucked in the edges and rolled the stiff mare into the protective cloth. He sat heavily beside and and knelt his head in reverence. "Thank you... for my son. You were an incredible mare, Cheerilee." He kissed his hoof and put it on her head. "Dies autem, magister. Ut flores requiem tuam. Ut non obliviscar nomen tuum. Ut non obliviscar tui. Requiescat in pace."

The stallion was ashamed that no matter how he tried, the tears would not come.

After today, he found he had no more tears to shed.

///////////////////////////////////////////////////////////////////////////////

The first thing that struck Applejack about Sweet Apple Acres was the quiet.

There was no birdsong, no ambient farm noise, nothing at all. Just dense silence.

She made her way to the front door of the house and started breathing fast when she saw that it was already cracked. She gave it a nudge and it swung wide.

The living room was in shambles. The walls were lousy with holes. Splashes of blood, red and green, stained the wood everywhere from floor to ceiling. Furniture was flipped and broken into kindling.

She stifled a scream as something snapped and a black shape fell to the floor in front of her. It was one of the heavy Changelings. It stared at her with bulging eyes. The rope that had been holding it to the ceiling fan was still wrapped around its broken neck. She glanced up and saw the broken blade of the ceiling fan that had been holding the beast.

Whining came from under the couch.

Applejack lowered herself and peeked under the suspiciously untouched piece of furniture.

Ryder and Willow saw her and wagged their tails. Between them, fast asleep, was Winona. Snuggled up to her, also asleep, was Scarlet.

"Oh thank Celestia." Applejack exhaled before she could stop herself. She looked at the younger dogs. "Where's Applebloom? Where's Judd?"

The dog's tails stopped wagging and their ears drooped. They looked towards the kitchen.

Applejack quickly and stood and headed across the room. She noticed the trail of blood stretching from the living room rug to the tiled kitchen floor, like something had been dragged...

Her breath caught in her throat as she crossed the threshold of the kitchen.

Applebloom was on her side, Judd cradled in her forelegs. Winona's oldest whined pitifully. Applebloom's ribbon was tied around his front left leg, the fur caked with dried blood.

The yellow mare shushed him and stroked his head. She looked up and smiled weakly at Applejack. "He fought so good, AJ. He saved me and..." Applebloom looked at the living room in panic. "Is Scarlet...?"

"She's fine." Applejack hurried across the room and knelt by her sister's side. She took the dog from Applebloom and hugged him close, minding his injury. "Good boy, Judd. Let me check on Applebloom, okay?"

The dog licked her face and managed to wag his tail twice.

Applejack set him down and bent to look her sister over. The younger mare was covered in scratches and bites, but nothing appeared too deep...

"I'm glad you showed up when you did." Applebloom chuckled. "I was... I was gettin' kinda light headed."

"You've always been a little airhead." Applejack laughed as she went to push Applebloom up so she could check her other side. "Why should today be any... any..." Applejack's mind went blank when she saw the jagged, still bleeding tear in Applebloom's side.

"One of 'em got me pretty good while I was hoisting his brother up to the fan." Applebloom coughed and a light spatter of blood went flying. "Can't be too bad, right? I mean, I can barely feel it." She chuckled again. "Can't barely feel anything right about now, actually."

Applejack stared at the pooling blood, only now aware that she was kneeling in a spreading pool of the sticky liquid. Her mind raced, trying to figure out what to do. She needed to plug the hole, needed to stop the bleeding... She snatched the hat from her head and pushed it towards the wound.

Applebloom pushed her hoof away with what little strength she had left. "Don't get blood on Pa's hat, AJ. What's wrong with you?"

Applejack tossed the hat away and tried to heft her sister onto her back. "C'mon, little bit. We've gotta get you to town. We've gotta get you to somepony who can help you."

"I read the journal, AJ."

Applejack stopped struggling with her sister's dead weight and collapsed next to her. She pulled her head into her lap and stroked her mane. "I... I told you not to..."

"I know." Applebloom sighed. "But I had to know." She looked up at Applejack, her eyes cloudy. "Why, AJ? Why didn't you tell me?"

"Because I didn't want to know. It's a damn curse, is what it is!"

"Applejack... you saved everypony. When I saw those vines, I knew it was you." She sighed happily. "You saved us."

"You saved Scarlet, little bit. You were so brave." Applejack sniffled. "I'm so proud of you."

Applebloom smiled and closed her eyes.

A breeze pushed the kitchen door open. It came from the older part of the orchard, bearing the smell of apples.

The wind brushed through Applebloom's mane with a caress not unlike the gentle touch of a mother. She opened her eyes and looked in confusion at the door. "Applejack?"

"Yeah?"

"Who's that pony in the door?"

Applejack looked up but saw nothing but an empty doorway.

Applebloom looked at the mystery mare in confusion... then smiled wide in understanding. "...Mama?"

Applejack felt the wind die as Applebloom went limp in her forelegs.

The mare pulled her sister close and wept into her mane. "You come back, little bit. You come back right this instant. You can't go. You can't." She whispered into the red curls and remembered how she had held her that first night out in the orchard. How small she had been. "I promised Ma I'd protect you. I promised. Come back, little bit. Please come back. I can't lose you too. I can't... lose..."

Her words faded into unintelligible, wracking sobs.

The smallest of smiles remained frozen on the cold face of Applebloom Apple.

Author's Note

“It helps sometimes, y’know. To talk to ‘em.”

“Can they hear you, do you think?”

Applejack nodded and patted Applebloom’s bow. “Of course. Don’t you?”

They stood in silence until Applebloom sighed. “I never bothered askin’ ‘cause you and Macintosh and Granny never talk about ‘em.”

“But we do, Applebloom. We talk about ‘em all the time. You just have to listen closely.”

Applebloom stepped forward and moved a piece of grass off the marker.

“Would ya like to talk to ‘em?”

“Yeah… but could I do it in private?”

“A’course.” Applejack rubbed her head through her mane. “But don’t carry on too long. Granny Smith’ll be home soon and we’ll have dinner.”

“What if I have a lot to say?”

“They’re always here, sis. They’re not going nowhere.”

Applebloom smiled and nuzzled her. “I love you, sis.”

“Love you too.”

Chapter 17: The Night of the Memorial, Part I - Two Students

The next two days passed with agonizing slowness.

Word spread throughout Equestria about the Changeling invasion, the attack on Ponyville, and the murder of a head of state. Donations and offerings of sympathy came from the four corners of the kingdom and beyond.

In an act of solidarity, it was decided that the memorial service for those who had fallen in Canterlot and the memorial for the ponies of Ponyville would happen on the same day. Twin bonfires would be lit in an act of remembrance and unity.

Foreign dignitaries and heads of state began to arrive in Canterlot the next day. One of the last to arrive was the Empress Cadance, her face hidden by a black veil and her little son carried by an attending nanny as they found their rooms in Canterlot Castle.

In Ponyville, Sweetie Belle and Scootaloo were met at the train station by Crescendo, who had volunteered to give them the unhappy news about Applebloom, and Scootaloo's parents. They had heard about the death of Spike thanks to his status as assistant to Princess Twilight Sparkle, but had heard nothing of Applebloom's fate. Sweetie Belle's magically enhanced and hysterical screams shattered the few remaining windows in buildings near the train station even as her father tried desperately to calm her. Scootaloo managed to keep her resolve, her sorrow betrayed only by the trembling of her knees and her softly falling tears as she held Bubble Burst and Pepperdance close to her. As destroyed as she was about Applebloom's death, she gave silent thanks to Celestia that her parents had made it out unscathed.

A volunteer crew led by Caramel Apple watched over the bodies of the fallen where they lay in Town Hall until the cemetery could be fully restored and ready to receive them. Already there were whispers of converting the field where the battle had begun into a permanent memorial site.

The orphans, as the collective of former Changelings had taken to being called, were housed with anypony willing to take them in. There were some grumblings, some hostile whispers, but in the end they were taken care of. Most of the younger pegasus ponies were graciously welcomed into the Cloudsdale Home for Wayward Pegasi. Inquiries were made across Equestria seeking the parents of those colts and fillies who had been snatched and converted by the Changeling horde. The adults were taken into custody by the Royal Guards and transported to Canterlot to be questioned and ultimately released.

Diamond Tiara Rich was also taken into custody after documentation was found in her father's office that strongly implied that he had previous knowledge of the attack. After almost a day of tense interrogation, she was released, found totally innocent of her father's misdeeds, but the damage had already been done in the court of public opinion. The teenage earth pony returned from Canterlot to find her family manor vandalized. Magical graffiti burned violently bright on her door; COLLABORATOR.

Rarity retreated into Carousel Boutique, refusing to see anypony save for her daughter. The Cake Twins fought bitterly against being taken from Lyra and Bon Bon Heartstrings.

The Apple Family buried Applebloom in the old orchard in a small, private ceremony. A fourth headstone joined those belonging to Jack, Beatrice, and Granny Smith Apple.

Finally, on the appointed night, the twin bonfires were lit.

In Canterlot, Shining Armor was interred in a great marble tomb in the castle's Memorial Gardens with full military honors. A statue, shockingly flawless given its rapid production, stood at eternal attention over where his casket would lay for all time. His black-clad sons and veil draped widows used their magic to bear him into his final resting place as Captain Golden Haze herself played 'Taps' on the ceremonial bugle, tears streaming down her face.

Night Light and Twilight Velvet, the prince's parents, held each other and wept silently.

Princess Celestia watched, her face a stoic mask; a symbol of strength and resolve for all of Equestria.

Of Princess Twilight Sparkle, there was no sign.

In Ponyville, after the traditional Speaking of the Names, Spike was granted the honor of being the first to be buried. Rarity, draped in a gown the color of a starless night, sat silently beside his casket as pony after pony came by to pay their respects. Light from enchanted candles glinted off her one piece of jewelry; a heart-shaped ruby set in a chain around her slim neck.

Crescendo, Dimmy, Sweetie Belle, and Rarity herself acted as pall-bearers. Their magic carried the boxed dragon across the way and into a newly dug grave in the center of the cemetery. Crescendo delivered the eulogy, his words fading seamlessly halfway through the speech into a song of loss and sadness that reduced the sizable crowd to tear-soaked wrecks. Rarity managed to hold herself together until the dirt began to fall and then spirited herself away back to her boutique.

Of Princess Twilight Sparkle, there was no sign.

After the first funerals, casks of wine and cider were broken into and had their contents spilled into waiting glasses. Toasts were made and stories were told.

In Ponyville and Canterlot, those left behind began to find their way towards the path of living once again.

High above the twin bonfires, hiding in the clouds, hovered a solitary hot air balloon.

//////////////////////////////////////////////////////////////////////////////////////

Twilight's magic refilled her glass with blood-red wine and she raised it in a toast to Canterlot. "Good-bye Shining Armor. I'm sorry I wasn't there to help you. You were the best big brother anypony could have asked for." She drained the glass in a gulp and hastily refilled it. She held it aloft again, this time towards Ponyville. "Good-bye Spike. I'm sorry I let you down as well. I'm sorry I never apologized for all those years of treating you like an indentured servant." She drained the glass again and refilled it a third time. She stared into the liquid and watched as one of her tears fell into it. She saw the flash of a stray bolt of heat lightning and smelled the resulting ozone. "And a toast to Twilight Sparkle." She sniffled. "She lost two brothers in the space of an hour and wasn't able to save either of them." She elected to just sip from the glass this time and found a chuckle somewhere inside her. "What I wouldn't give for that time travel spell right about now."

"I'm rather glad you don't, actually."

Twilight turned to find that she wasn't as alone in the balloon's basket as she'd originally believed. A unicorn stallion stood before her, his coat and mane a deep black. An hourglass cutie-mark emblazoned on his flank broke the infinite darkness of him only slightly. He smiled at her gently, his silver eyes kind and concerned.

A raven was perched on his back, preening itself absentmindedly.

"Who are you?" She asked carefully, eying the bottle of wine. She had only just started drinking, far too early to be hallucinating.

"Nevermore!" The raven cawed.

"Hush, Lenore." The unicorn clicked his tongue at the bird and looked back at the alicorn. "But she's right. My name is Nevermore... and I have waited a very long time to meet you, Princess Twilight Sparkle."

Twilight narrowed her eyes. "How did you get up here?"

Nevermore winked. "You think you're the only student of a princess who learned the teleportation spell?"

"Student?" Twilight relaxed somewhat. "You're from the School?"

"You could say that." Nevermore sat down and motioned at the bottle of wine. "Planning on drinking that all yourself?"

Twilight briefly considered. She had no idea who this pony was or how he had come to be in her balloon. But something about him seemed to allay her suspicions.

Besides, it was terribly unhealthy to drink alone.

She shrugged and conjured a second glass. She sat down opposite her strange visitor and watched him carefully. "Why are you here?" She asked as she filled both glasses and floated one over. "Come to see the Princess of Friendship drown her sorrows?"

Nevermore nodded in thanks as his own magic took the glass. "I wish I could tell you that I'm only here to share your wine and trade stories of your departed brothers. I'm sad to say I'm here on rather serious business."

"Do tell."

"Indeed I shall. But first, a toast." He raised the glass. "To Spike the Brave and Shining Armor the Defender. May their names echo through the centuries."

Twilight clinked her glass against his and drank.

Nevermore sipped his own wine briefly before raising it for his pet to dip her beak in. "Twilight... may I call you Twilight?"

She waved him off as she refilled her glass.

"Twilight... you heard me say that I'm glad you don't have access to any time travel spells. Do you know why?"

She shrugged.

"Because you would be able to undo all the hard work my Guild has done." He inhaled deeply before draining the glass and looking back at her. "You see, I'm a member of an organization dedicated to the defense of the Timelines. For the past few years, we have dedicated ourselves to this one and this one alone because somepony... something... has been manipulating it to send it towards a terrible calamity that will cause it to cease to exist. To counteract this future, we have been manipulating events and removing certain ponies to morph the flow of the Timeline in the hope that we will be able to stop this monster that seeks to destroy everything that ever is, was, or shall be."

Twilight stared at him with emotionless eyes. "So you're an insane pony. Wonderful."

He looked at her, unamused. "I can prove it to you."

"How?"

He swirled the last few drops of wine in his glass. "I can tell you something that nopony else could possibly know."

Twilight smirked and made to refill her glass. "Go ahead." She chuckled. "Let me guess; you know about some embarrassing incident from my school days? That won't prove much. I'm pretty sure Lyra told the whole school about that time she caught me making out with my pillow..."

Nevermore set his glass aside. "I know that two days ago you were tricked into allowing something sinister to steal an artifact of untapped power."

Twilight's glass shattered as her jaw dropped. "How did you...?"

"We've taken to calling him the Emissary of Shadows. He's been popping up here and there, meddling with our efforts to shift the Timeline. It would appear that whoever or whatever our adversary is, he is not working alone." Nevermore sighed. "What I wouldn't give to know who that pest really is."

"Nevermore!" Lenore cawed once again.

"Hush, Lenore." The unicorn chuckled. "Blasted birds are supposed to be intelligent. This one just keeps repeating my name."

Twilight was still staring at him. "So... you really can travel through time?"

He nodded.

Twilight swallowed. "Can you...?"

"No." Nevermore sighed, knowing that she would be asking this exact question. "I'm sorry to tell you that these events must remain as they are."

"I'm not asking you to change everything!" Twilight jumped to her hooves. "But if you could take me back, then I could warn myself! I could stay in Ponyville and be there when the Changelings attacked! I could save Spike! I could stop the Changelings there! And then Shining Armor..."

"What if I told you yes?" Nevermore held out a hoof. "But on the sole condition that you could only save one? Who would you choose?"

Twilight sat down again. "...what?"

""Who would you save; Spike or Shining Armor? What about the Cakes? Why not one of them? I'm sure Pound or Pumpkin would love to know how you reached that decision. Why not Cheerilee? Why should generations of Ponyville's children be denied her teaching?" He raised his eyebrows. "What about Applebloom?"

Twilight's head sunk. "Why are you telling me this?"

"Because I learned a long time ago that changing events that are set in stone can be disastrous, and nothing is more set in stone than death. That seems to be the one thing that Timelines simply refuse to budge on. If a pony is meant to die, then they have to die." Nevermore sighed. "It kills me that my Guild's manipulations may have led to any of these deaths, Twilight. I will never truly know who would have lived or died during these events had we left everything alone." He took a deep, steadying breath and looked at her with new determination. "But we do these things for the greater good. And, in the end, I have to have faith that we're doing the right thing."

Tears ran down Twilight's face. "But I could help them. I could help all of them."

"You can't tell yourself that, Twilight." Nevermore crossed the basket and sat beside her. "Believe me, You will drive yourself crazy."

Twilight sniffled and wiped her eyes. "I know. It just hurts." A sob wracked her chest. "It hurts so bad!"

Nevermore wrapped a foreleg around her shoulders and held the Princess of Friendship as she cried.

"At... at least the worst is over, right?" She tried to recover from the latest crying fit. "Now we can rebuild and..." She looked and saw the dark look on Nevermore's face. "What is it?"

Nevermore blinked slowly. "You asked me why I told you everything I did. Let me ask you this; why do you think I've told you everything I have? Why would I reveal the Guild's existence to you? Why would I tell you about all of our plans and manipulations?"

The answer hit Twilight like a bolt of lightning. "Because... because I'm one of the ponies you're removing from the Timeline?"

Nevermore hesitated... then nodded.

Twilight pulled away from Nevermore and pushed him away from her. "But why? And why do you think I would willingly leave for anything at this point? I'm sure you and this 'Guild' mean well, but I already let my friends down once. I already lost my brothers, for pony's sake! Why in the wide, wide world of Equestria would I leave now? Now, when they need me the most?" She gestured at him. "Because you just told me 'it's for the best?'"

"No. Because the worst isn't over, Twilight." Nevermore stood as he looked at her sadly. "A dark cloud comes for Ponyville in her darkest hour. Your friends are about to be tested by a struggle unlike any they've faced before. This is only the beginning. The only way they can emerge victorious is if they grow stronger. And, sadly, they can't get stronger with you around."

Twilight stared at him. "What's going to happen?"

"I can't tell y..."

"WHAT?!" She snapped at him. Magic crackled at the tip of her horn. "WHAT IS GOING TO HAPPEN?!"

Nevermore made no move to defend himself. "Four of your friends remain in Ponyville. Each has been touched by this disaster and each will be tested by what comes next. Rarity has lost her love, but must decide if her loss will consume her. Fluttershy must confront the source of the latent darkness in her very being. Rainbow Dash must face the strongest enemy of them all; herself. And Applejack..." Nevermore spared a look to Ponyville. "Applejack must come to terms with her destiny. She must face her trial by fire and be reborn as the leader she was always meant to be." The unicorn looked back the princess. "And none of them will be able to overcome their tests if they have you to fall back on. A storm is coming, Twilight... but you will not be here to see it."

Twilight scoffed. "That's ridiculous. I'm not going anywhere."

Nevermore's horn lit with magic. "I had a feeling you would be wary. That's why I have someone on stand-by who might be able to convince you."

Twilight looked away as a bright light erupted from Nevermore's horn. Again she smelled lightning and finally understood how Nevermore had arrived on her balloon. "I seriously doubt you have anypony who could convince me to abandon my friends in the time of their greatest need."

"He's right, Twilight."

Twilight's breath fled her lungs at the sound of the pony's voice. She spun and stared in amazement. "That... that's not possible. You..."

"...were removed." Nevermore finished for her. He smiled at the newly arrived pony. "And not permanently. Both of you will be returned to this Timeline when the time is right."

Twilight was still gaping at the pony. "But... but... how?"

"It's kind of a long story." The pony smiled gently. "But I promise you I'll tell you the whole thing if you come with us." The pony sighed and looked at Ponyville. "It hurts me too, Twilight. Knowing that we can't be there for them. But Nevermore's right; it has to be this way." The pony winked at her. "You know if there's anypony you could trust, it's me."

Twilight stood on shaky hooves. Her magic grabbed the wine bottle and she drained it in several long pulls.

Nevermore stared, more amazed than anything.

The other pony couldn't help but giggle.

"Nevermore!" Quoth the raven.

"Yes I know, Lenore. We're going." The unicorn looked at the princess who was again looking towards Ponyville. "Aren't we?"

Twilight sighed, closed her eyes... and nodded. "For the best, right?" She muttered.

"Splendid." Nevermore began casting the spell once again. "Now, brace yourself; the first time tends to be a bit, uh, wobbly."

Twilight said nothing. She felt a foreleg encircle hers and looked at the other pony now standing beside her. She smiled as the tears came again. "It really is you, isn't it? I can... I can feel it."

The mare smiled at her friend. "The one and only."

Twilight pulled her first friend into a bear hug, breathing in the smell of her mane. It smelled of pure sugar, just as it had always smelled. The mare returned the hug just as tightly.

As the dome of the Time Spell lowered onto the three ponies and one bird, Twilight's whispered one sentence into the mare's ear. The sentence echoed in the empty hot balloon basket as the transport floated off into the night, now unmanned and at the mercy of the winds of fate.

"I missed you so much... Pinkie Pie."

Chapter 18: The Night of the Memorial, Part II - Only the Dead

Canterlot Castle

Princess Luna stood alone before the altar in the Hall of Remembrance, her head bowed in reverence. A small image of a unicorn formed of moon-light danced beside a single, flickering, black candle. “Thank you, Trixie. You did your mistress proud. Though you originally sought my tutelage for selfish reasons, I know that you gave your own life selflessly. You saved my life and the life of my son. I will remember you for all time.” A small smile crossed her lips. “Rest easy… my most faithful student.”

Luna turned and strode from the room, her magic sealing the doors behind her. She adjusted her veil before stepping out into the Grand Atrium. Visiting dignitaries milled about Canterlot nobility and made small talk. They sipped from glasses of the finest wine and nibbled at the most delectable of finger foods. As she passed them they stopped speaking and bowed lowly and respectfully. Most of them had no idea that she and Shining Armor had been joined by marriage. They simply believed that the entire royal family was taking the loss of one of their own particularly hard.

Luna paid them no mind. The pony she wished to speak to was standing on the open-air balcony, her gaze focused on the ground below where her beloved now slept. Luna sat beside her and took a deep breath. “Greetings, Cadance.”

Empress Cadance said nothing, her eyes hidden by the delicate veil that cascaded from her crown.

“’Tis a beautiful night.” Luna chuckled awkwardly. “Of course, I suppose I would be biased, wouldn’t I?”

Cadance remained as still as a statue.

Luna sighed. “Cadance… any apology I could give you now would be hollow. And, despite your initial desire to see me banished once again, I still respect you enough to not mince words; I lost a husband, just as you did. I loved Shining Armor, just as you did. I bore him a son, just as you did. I, too, and in mourning now. You and I, despite everything else, sit here as equals now. Not fellow princesses, not aunt and niece; equals. So, as your equal, would you speak with me now?”

“…Say what you have to.”

Luna nodded. “Thank you.” She looked into the starry night. “Shining Armor told me, before he died, that you were now open to the idea of reconciliation. Is that true?”

Cadance sighed. “I may have acted… rashly when I seceded the Empire, yes.”

"I would hope that now, even though he's gone, that you would still be in favor of such an event."

Cadance bowed her head. "I... I don't know, Luna."

"Cadance, it's..."

"No, you don't understand. I don't know about anything anymore. I still can't process the idea that he's gone. I can't envision waking up in bed every morning from here on out and not seeing him snoring beside me."

Luna sniffled even as she smiled. "He was quite the snorer, wasn't he?"

Cadance laughed quietly as her own tears fell. "It runs in the family, I guess. I used to be able to hear Twilight through her bedroom door when she was a foal. And Morning Dew! I've had the palace servants prepare for thunderstorms when that colt goes down for a nap."

Luna shook her head. "Moon Shadow as well. In all my years, I have never known something so small to make such a terrible noise!"

The two widows laughed quietly. The laughter faded into sniffles and then silence.

"I miss him so much."

"As do I, Cadance. As do I."

Cadance shuffled her hooves. "I remember the last time I saw him. He was so happy that I had forgiven him. And then he..." Cadance frowned. "And then he left. And then he came here." She turned to face Luna. "He came here to take care of you."

Something in Cadance's tone put Luna on edge. "Cadance..."

"He died because he was here. With everything that's happened, I only just now put that together. If he had stayed in the Empire, none of this would have happened. He would still be here with me."

"That's not fair, Cadance. How could we have known we would be attacked?"

"It was you." Cadance hissed, tearing the veil from her face. Her eyes were bloodshot and anchored by heavy bags. The beautiful face of the former Princess of Love was an image of exhaustion and fury. "You took him from me, Luna. And then you took him from me permanently."

Luna flinched at the sight of her niece's face. "I will not tell you that I regret falling in love with Shining Armor, Cadance. He meant just as much to me as he did to you." She narrowed her eyes at Cadance's scoff. "With that being said, I do regret that we kept it hidden from you as long as we did. Perhaps things would be different if we had been more open about our..."

"Affair?"

"...Yes. Our affair. I took Shining Armor into my bed not thinking or caring about how such a thing would affect you. He was just another pony in a long line of ponies. That was how it started, but... but..." She removed her own veil. "I truly fell in love with him, Cadance. He gave me so much joy just by being around him. He gave me my son. He brought light into my life. He was... he was my everything." Luna's face fell and she watched her tears strike the cold marble floor. "And now he's gone."

Cadance watched the alicorn cry with cold detachment. The moon's light reflected off the shattered heart her cutie-mark had become. "Now you know how it feels to have your heart broken, just as mine was by your actions."

Luna sniffed. She forced herself to look back into Cadance's eyes. "My heart broke over a thousand years ago when I didn't believe the word of somepony who loved me more than she valued her own life. Shining Armor healed my heart, Cadance." She took a deep breath and bowed her head lower than usual. "The only thing I'm sorry for is that the price of my healed heart was your broken one."

Cadance was momentarily stunned by the bow. She recovered quickly and made to leave. "This conversation is over."

"Cadance, wait!" Luna reached out and hooked her foreleg around her niece's. "You told Shining Armor that you were ready to talk. Why can't that still happen? Wouldn't he have wanted us to make peace with one another?"

"I'm not sure what he would have wanted." Cadance snatched her leg away and glared at her aunt. "He's dead. My husband is dead. And he's dead because of you."

"And what of Morning Dew?" Luna narrowed her own eyes. "Doesn't he deserve to know who Moon Shadow really is?" When Cadance said nothing, Luna took a step forward. "Does your hatred for me truly run that deep? So deep that you would deny your own son the truth?"

"Hate?" Cadance looked at Luna like she was crazy. She gestured beyond the rim of the balcony. "Out there, far to the east, lay the Bad Lands. It was from that wretched place where all my misery was spawned. And I tell you this, Luna; if every single grain of sand in that endless, burning desert had the word 'HATE' inscribed upon it, it would still only be a fraction of the hatred that I have for you in my heart." Cadance walked until she was face to face with the older alicorn. "You can tell your son whatever you like. I can't stop you. But if anypony, you, your son, anypony at all, ever tells Morning Dew about the sins of his father..." A small bolt of burning magic zapped between the two horns.

Luna flinched with momentary pain.

"...I'll kill you." Cadance whispered.

She spun and left a stunned Luna on the balcony. Flash Sentry hurried and joined her. Together, they left the Grand Atrium.

////////////////////////////////////////////////////////////////////////////////

Princess Celestia and Captain Golden Haze stood together on the room's opposite side. They watched as Cadance and Flash Sentry left the room.

Celestia sighed. "I warned Luna that might not go as well as she hoped."

Haze looked up at her princess with concern. "Should we be worried?"

"I don't think so." Celestia responded. "We'll just have to try again after Cadance is done mourning. I still believe that reconciliation is possible." She sipped white wine from the glass floating beside her. "She already turned down her chance to face her husband's murderer so I would imagine she'll be departing soon. We'll check in with her in a few months." She made a noise as something else occurred to her. "Speaking of; what of Blueblood?"

"What about him?" The Pegasus spat.

"I believe I told you to have your best interrogators have a run at him, didn't I?"

"Yes ma'am. The interrogation is complete. He'll be moved to the dungeons to await trial tonight." She closed her eyes and recalled Brass Ring and Smasher's report. "Evidently Chrysalis found the method she used to change him into a King in the Archives while she was disguised as Princes... as Empress Cadance. I've already spoken to Brother Veritas and she apparently didn't read the entire entry or she would have known that the offspring of two such disparate kinds of magic would be... unstable."

"Are there more? Of the impure Changelings, I mean?"

Haze shook her head. "If there were, then they're dead. According to the reports I'm getting from some of the older Changeling converts we've talked to, every Changeling spawned by Queen Chrysalis ceased to exist with her last breath."

"I see. Then we have truly seen the end of the Changeling race." Celestia muttered.

"...Not quite, your majesty."

Celestia looked down as the mare gestured for her to follow. The two ponies left the Grand Atrium and stepped into an adjoined dining room. Celestia couldn't suppress a giggle as Haze checked to make sure none had seen their departure before she closed the door behind them. "You're getting more bold, Haze. Dragging me away in the midst of a social gathering."

Haze said nothing in response to the loaded remark. Instead she lifted her wing and revealed the bag hanging from her side. Sticking out of the top was the head of a Changeling. The niyad had already grown since her hatching, her shell already solid and shining black. The first traces of a membranous green mane were sprouting from above her already pointy and jagged horn.

Celestia stared in shock. "Is that...?"

"The new Changeling Queen. She hatched right after Chrysalis died. Mareco gave her to me before he died. He... charged me with protecting her."

"Just as he protected Chrysalis." Celestia marveled at the sleeping babe. "May I?"

Haze nodded and allowed Celestia's golden magic to lift the Changeling from the pouch.

With practiced movements she had not used in over a century, she cradled the newborn in her foreleg and examined her. "Extraordinary." She murmured. "She's beautiful."

"Beautiful?" Haze scoffed. "She's a monster, born from monsters. I should have squashed her the instant she was given to me."

"Then why haven't you?"

Celestia's question stunned Haze for a moment. "I..."

"And why isn't she bawling for food? If you felt nothing for this little one, then she would be absolutely starving. I believe I read somewhere that Changeling Queens can only feed on love."

"I... I don't know. There's something about her." Haze reached out and stroked the niyad's head. "I look at her and all I can see are the monsters who killed Shining Armor... but, try as I might, I can't bring myself to hate her. She didn't do anything wrong. How can somepony be held responsible for the sins of her parents?"

"So you thought to ask me to pass judgment?"

Haze nodded. "You are so beyond me, your majesty. You have the wisdom of the ages. What should we do with her?"

Celestia smiled. "The answer is quite clear, Haze. We must do as Mareco asked and raise this little one. She is the only hope for her kind's survival, after all. How could we knowingly condemn an entire species to extinction for the actions of a few?"

"But what if she turns out like the others? Those monsters that attacked Ponyville?"

"Only the dead know the future, Golden Haze. We among the living must simply hold out hope that the future will be a better one. For us, and for our children." She nuzzled the Changeling as she began stirring. "Our children repair our mistakes and secure our legacies. All we can do is try to raise them as best we can and hope that when they step into the world, they make it a better place than the one we left for them."

The niyad's green eyes opened. She yawned and looked up at Celestia with a wide smile as she soaked in the love that poured from the alicorn. She looked over at Haze and cooed at her.

Haze couldn't help it. She smiled back.

The niyad suddenly closed her eyes in concentration and was bathed in emerald flames. When they faded, the tiny Changeling Queen was gone. In her place was a white Pegasus with eyes of gleaming jade. A mane of pink flowed from her head. She reached out for Haze with tiny hooves.

Celestia nuzzled the foal once again before passing her back to the Captain of the Guard. "Yes, in the end, hope is all we have. Glorious, glorious hope."

Chapter 19: The Night of the Memorial, Part III - A Matter of Family

Sweet Apple Acres

Those close to the Apple Family (which is just another way of saying most of Ponyville) had retired to the farmhouse for glasses of special spiced cider. The house was filled with small talk and occasional bursts of laughter or crying. The survivors of the Battle of Ponyville toasted the lost and the living.

Applejack stood beside the stairs that led to the house’s upper level. Her eyes were focused on Cranky and Matilda. The mules were holding each other, minding the various bandages that covered the multitude of injuries they had sustained in the fighting.

They were standing in the kitchen, on the spot where Applebloom had died. The house had been cleaned, the blood scrubbed away, but it was still there, plain as day, in Applejack’s eyes.

“AJ?” Her brother’s baritone made Applejack turn her head. The red stallion was looking at her with concern with his one good eye. He fiddled with his new leather eye patch absentmindedly. “You okay?”

She forced a smile. “Yeah. As okay as I can be, I guess.” She nodded at his new accessory. “How’s that workin’ out for you?”

“Not bad. Fluttershy thinks it’s handsome.” He grimaced as his hoof touched his newly formed scars. “Not so sure about these.”

“You show me a mare not drawn to a battle scarred hero and I’ll show you a liar.” Applejack adjusted herself so less pressure was on her own hoof, now sealed in a cast. “Ya’ll still meetin’ with that mare from the Home tomorrow?”

“Eeyup.” Macintosh found Fluttershy on the opposite side of the room. “Those new little ponies need homes. I reckon we could give that to at least one of 'em.”

“It’ll be good.” Applejack began to stare at the mules in the kitchen once again. “Have another filly in the house.”

Macintosh caught his sister’s tone and gave her a reproachful look. “Don’t be like that, AJ. She was my sister too. We ain’t tryin’ to replace her.”

Applejack sighed and stared at the floor. “Aw, shoot bro. I know that. Just hurtin’ still. It’s like…” Her breath caught in her throat. “It’s like Ma and Pa all over again.”

Macintosh pulled his little sister close and hugged her. “We’ll be alright, sis. We’ll remember Applebloom just like we remember them. Always.”

Applejack returned the hug and held back the tears that threatened to spill from her eyes. “I know, bro. I know.” She pulled out of the hug and gestured up the stairs. “I think I’m gonna hit the hay early. Want me to look in on Scarlet?”

“Would ya mind?” He rubbed the back of his head after she shook her head. “Will Dash, uh, be joinin’ you tonight?”

Applejack couldn’t help but chuckle at how uncomfortable her big, strong brother became when the subject of her marefriend came up. “If she wants to come up, let her come up. But tell her not to wake me up.”

Mac smiled and nodded.

Applejack climbed the stairs, leaving behind the ambient noise of the memorial below. She cracked the door to Scarlet’s nursery and poked her head inside. The little filly was snoozing peacefully, bathed in moonlight. Applejack smiled and made to leave.

There was somepony else in the room.

Applejack pushed the door wide and went to cry out and raise the alarm…

“Hold, Applejack.”

The familiar voice made the mare freeze. She peered into the darkness until her eyes adjusted. The tall mare in the room suddenly became crystal clear. “Princess Luna?”

The Goddess of the Moon nodded in greeting. She stepped out of the shadows and looked down at the sleeping foal. “She is adorable. I love my son, but I must confess jealousy at not having my own little princess.”

Applejack stepped into the room and closed the door behind her. “What in tarnation are you doing here?”

“I’ve come to offer my condolences to you personally. Applebloom was a wonderful mare. It wasn’t long ago that she and her friends came to me seeking aid with a certain dream related problem.” She ran a hoof down Scarlet’s mane. “Did you know that it was Scootaloo who gave me Moon Shadow’s name?”

“I appreciate it, but I got the envoy from Cele… from Princess Celestia already. She explained the whole deal about why ya’ll were MIA during the battle.” She leaned back on the door. “Why else did you come?”

Luna smiled. “I will speak plainly, then. As a great aunt to her niece.”

Applejack started and stared at the princess. “How do you…?”

“The birth of Eden Apple is a matter of record, though not a public one. Did you think that I would not learn everything about my sister’s actions during my banishment?”

Applejack laughed quietly. “I guess it would make sense that you would know.” She offered a humorless smirk. “Ya gonna talk down to me too? Call me a bumpkin?”

“I cannot speak of my sister’s actions. All I know is that you are blood of my blood, Applejack Apple. You, and your family, are as much a part of the Royal Family as my sister and myself. That entitles you to take part in certain traditions.”

“Heh. Thanks, but no thanks.” She gestured at the window. “You can go now. We ain’t royalty and we don’t want no part of no royal traditions.”

“Even if it means striking back against the one responsible for your sister’s death?”

Applejack froze once again. “…I’m listening.”

Luna left the crib and stood beside the window. “It was Blueblood who spawned the beasts who killed your sister, Applejack. And it was Blueblood who killed my husband.”

“Husband?” Applejack raised an eyebrow. “I only heard that ya’ll lost two ponies. Who was yer husband?”

“Shining Armor.”

Applejack snorted. “Uh, sorry, but the last time I checked he was married to Cadance. I was at the weddin’ and everythin.’”

Luna stared at her with no humor in her eyes.

“Oh. Oh wow. Yer serious.” Applejack rolled her eyes. “I knew you royals were messed up, but geez…”

“I came here for judgment, Applejack, but not from you on the matter of my marriage.” The window flew open with a gesture of her hooves. “In the old days, before my banishment, the committing of a crime against any member of the Royal Family was considered the gravest of offenses. If we deemed the crime egregious enough, we were permitted to carry out judgment and sentencing ourselves.” She looked out at the full moon. “Blueblood’s crimes are abominable. As a member of the Royal Family, I extend to you the offer of joining me in passing judgment upon him.”

“Me? Wouldn’t Cadance have more of a right than me? Or Celestia?”

“My sister, for whatever reason, has softened over the years. She would be more than happy to let Blueblood rot in the dungeons for the rest of his life. And Cadance… well, that situation is complicated. I think it would be best if she were left out of this.”

“What about Twilight?”

Now it was Luna’s turn to raise an eyebrow.

“Yeah. That was stupid. She’d side with Celestia.” She huffed as she began to pace. “Not that I don’t appreciate the offer, Luna, but it don’t feel right. I’m not the only one who lost somepony at his hooves. Hay, I reckon Rarity has more of a right than I do, losin’ Spike and all.”

“Rarity has already been damaged to the point of total destruction by Blueblood’s actions. What I have in mind for Blueblood would surely send her into an abyss from which she would never return.”

“So why are you offerin’ it to me then?”

“Because I know you can take it.” Luna stepped closer and drew to her full height. “I sense in you the same strength and magic that flows through my sister and me… but I sense something else, too. I know that you have the stomach to do what must be done and the strength to not let it destroy you. I’m offering you the opportunity to act as an avatar of justice. Not just for your sister, but for all those you love who lost somepony in that battle. You have the strength to do what must be done, to stain your hooves, so they will not have to.”

Applejack considered her words carefully. She thought about the little filly sleeping nearby. She thought about her brother, his scarred face and his missing eye. She thought about the rows of bodies waiting to be buried. She thought of the piles of bones still waiting to be identified. She thought of the screams and cries of the Cake Twins when they’d been told of their father’s death. She thought about the dead look in Rarity’s eyes during the funeral. She thought about how heavy her baby sister’s body bad become the instant after she breathed her last.

She thought about the mocking smile on the face of the Changeling King as he looked out on her fellow ponies just before the slaughter began.

She took a deep breath, removed her Stetson, and hung it on a nearby chiffarobe. She stared into Luna’s eyes. “Where is he?”

//////////////////////////////////////////////////////////////////

Canterlot Castle

Prince Blueblood blew a strand of filthy mane out of his face and glared at the guard leading him deeper into the dungeons. “I expected a trip to the showers before my incarceration.”

The Royal Guard called Flail didn’t bother looking back. “There’ll be a bucket in your cell.”

Blueblood snorted. He spared a look back at the guards following closely behind.

They both glared back at him.

Blueblood winked and tried to light his horn. The silver ring wrapped around the bone buzzed as it blocked the magic. Blueblood made a show of pouting before turning his eyes forward. “So are you three more upset that I magically mind controlled you… or that I killed your former captain?”

The guards said nothing.

“He died a fool, you know. Lived a fool, died a fool…”

“He was five times the stallion you are!” One of the rear guards snapped.

“Can it, Mace!” Flail shouted back. “Don’t give this scum the satisfaction.”

They trotted in silence for a few more minutes before arriving outside a heavy wooden door. A white Pegasus mare in armor stood beside it.

“Captain Haze!” Flail snapped to attention and saluted.

Golden Haze returned the salute and turned her attention to Blueblood. “I’ve come with a message from Princess Celestia.”

“Is it the date of my trial? I’d like to see my lawyer at once.”

Haze ignored the remark. “By order of Princess Celestia of Equestria, Goddess of the Sun and Chief Ruler of this Kingdom, you are hereby stripped of your title of Prince. Your lands, your manor, your possessions, and anything else that you have been given while under the protection of her Majesty is now forfeit. Her Majesty officially denounces you and disowns you as her adopted nephew. Your name will be burned from the family tree and you will be remembered as what you are; a traitor and a murderer.”

“Do you think I care?” Blueblood sneered. “I was a king. And while it may take a while, I will be king again. It’s only a matter of time.”

Haze pushed the cell door open and gestured to the guards. The trio walked him in and slammed the door shut behind him.

Blueblood heard the clicking of a heavy padlock and reached for the magic nullifier. It sparked at his hoof and he retracted it with a grimace. No matter. It would take time, but he would find a way to remove it. And then he would make them all pay…

He was not alone.

Blueblood rolled his eyes at the pony standing beside the room’s lone cot. “They couldn’t even give me my own cell?”

Applejack narrowed her eyes as she stepped into the light. “You don’t know who I am, do you?”

Blueblood peered at her. Her face was familiar. “Aha!” A lightbulb went off in his mind. “You’re that mare from Ponyville. The one who stirred the others into a tizzy.” He smirked. “That worked out wonderfully for you, didn’t it?”

“We beat you, didn’t we?” Applejack’s heart was beating in her ears as she took in the filthy stallion who had caused so much pain and destruction. “Don’t you feel any regret at all for what you did?”

“Of course I do.” Blueblood took a step towards her. “I regret not killing you all sooner.”

Applejack reared back and decked the stallion as hard as she could with her uninjured hoof.

He stumbled but did not fall. He grinned at her again. “You lost somepony, didn’t you? And now you’ve paid off someone to get a few licks in as payback. That’s fine, but I’ll tell you a secret; I’ve spent the past forty eight hours getting beaten up by stallions twice your size. If you want to hurt me, you’ll have to try a little haRRRGH!” Applejack’s back legs shot out, the impact sending Blueblood into the wooden door. Before he could recover, Applejack ran over to him and sank her teeth into the scruff of his neck. She bit as hard as she could and relished the pained gasp that came from him. The muscles in her neck strained as she hefted him across the room. He crashed into the cot and rolled onto the cold stone floor, groaning in pain.

Applejack cracked her neck as she slowly walked over to him. “Yes, I lost somepony. So did everypony in my town. I’m here for all of them. I know all their names and all the names of those they lost. And, by the time we’re done here, I reckon you’ll know their names too.” She sent her cast-encased hoof into his stomach and pushed him onto his stomach as he coughed from the punch. She placed the hoof over his back leg, paying no mind to the pain. “This is from Twilight Sparkle, for her brothers.” She pushed down as hard as she could and grinned savagely at the sound of bones breaking.

Blueblood screamed.

She placed the hoof over his other back leg. “And this is from your good friend Rarity, for Spike.” Again she pressed. Again the bones broke.

Again, he screamed.

She walked around until she was at his front left leg. “From the fillies and colts of Ponyville, for Cheerilee.” Push. Break.

Scream.

She reached his last leg and considered it. “This one’s a two-fer. From the Cake Twins, for their mama Cup.” She pressed and snapped the leg then wrapped her foreleg around it. “And their papa Carrot.” She pulled the leg as hard as she could in the other direction and smiled humorlessly as Blueblood’s screams reached a new pitch.

“P…Please…” He muttered.

“Oh, but we’ve just reached the one that means the most to me.” She stood beside his head and raised her hoof up. She focused that mysterious inner strength and sent as much of it as she could into that hoof and that hoof alone. “This one’s from me, and it’s for Applebloom Apple.”

Blueblood looked up at her with confused eyes. “…Who?”

Applejack cried out in fury and brought her hoof down with all the strength she could muster. Blueblood’s horn snapped in half. The broken end clattered to the floor, sparking uselessly.

Blueblood fainted.

///////////////////////////////////////////////////

Blueblood blinked rapidly and took in his surroundings. He was standing in what appeared to be a void. The wind blew around him and whispered into his ear. The pain in his legs and forehead were distant but still very present throbs in his body. He looked around, trying not to panic. “Wh-where am I?”

“Isn’t it obvious? You’re dreaming, Blueblood.”

The voice of Princess Luna chilled Blueblood more than the rapidly cooling air that surrounded him.

“The dreamscape is a wondrous place, Blueblood. Time has no meaning here. Your dreams can last hours, even days. And anything can happen. The only limits are the limits of your imagination. Do you know what I imagine?”

Blueblood drew back as two huge eyes of white light opened in the darkness before him.

“I imagine such suffering for you.”

A grinning mouth of shockingly white fangs appeared below the eyes. The mouth opened wide and Blueblood screamed as he was drawn into it.

“You took my husband from me, Blueblood. The father of my foal. You have no idea how much pain you have made me feel. How much I have suffered.”

Blueblood cried out as his eyes glued themselves shut. What felt like millions of tiny needles pierced his skin.

“But you will know, before this is over. After all, we have nothing but time…”

Blueblood’s coat burst into flames.

///////////////////////////////////////////////////

Blueblood’s eyes shot open and he screamed as the pain in his physical body came rushing back all at once.

“Aw, did you wake up already? I doubt Luna’s even gotten started.”

Blueblood painfully looked over to find the mare fiddling with a length of rope. “Wait…”

“I suppose the polite thing to do in this situation would be to knock you cold again while I finish tying this up. A’course, I could just start on yer ribs instead.” She pushed the rope aside and started towards him again.

“Please!” Blueblood groaned in agony as he tried to pull himself along on his broken legs. “I’m sorry! I’m so sorry!”

She planted a hoof on his tail to stop his progress and glared down at him. “Not yet you aren’t. But you will be by the time Luna and I are done with ya.”

Blueblood whimpered as she pushed him over onto his back.

Applejack settled a hoof on his barrel, running it down her ribs. “Let me tell you a little bedtime story before you pass out again.”

“Just kill me!” He cried. “Just end this!”

“And deny Luna her payback? Nah.” She sat beside him and picked a rib. “Now let’s see… a few years back, there was this awful storm…” She started to push.

Blueblood’s voice finally gave out… but not before his rib did.

//////////////////////////////////////////////////////////

Sweet Apple Acres

Rainbow Dash sat up in Applejack’s bed and looked across the room. A mare with a streak of white in her blonde mane sat at the room’s desk, her attention totally focused on whatever she was going. A lone candle danced beside her. “AJ?”

“Didn’t mean to wake ya, sugar cube.” Applejack didn’t look back.

Dash peered at the clock and rubbed her eyes. “It’s almost dawn. Where have you been?”

“Busy.”

Dash tossed aside the blanket and started flapping towards her marefriend. She drew near and saw that Applejack had a pen in her mouth and was scribbling furiously into what looked like a book…

“DON’T LOOK!” Applejack cried out and slammed the journal shut. She whirled on Dash who drew back in unconscious terror. Applejack’s eyes were wide and blood-shot, like she’d been crying. She looked closer to a nervous wreck than she had the day Applebloom had died.

“Applejack…?”

“THIS DAMNED BOOK!” She turned back to the desk and flung the journal across the room with one swipe of her hoof. “IT’S A DAMNED PARASITE, IS WHAT IT IS! JEST GOTTA KEEP FEEDING IT SECRETS AND FEEDING IT MORE AND… and…” She buried her face in her forelegs and began to shake with deep-chested sobs.

Dash landed behind her and wrapped her in her wings. “It’s okay, Applejack. I promise you, it’s okay…”

“P-promise me one thing, sugar cube.”

“Anything, babe.” Dash was willing to promise to fly to the moon and back if it made Applejack stop crying like she was.

“D-d-don’t ever ask me where I was tonight.” She sobbed again. “Or what I d-did.”

For an instant, Rainbow Dash considered pressing the distraught earth pony for further information. She brushed off the thought and blew out the candle instead. “I promise. Come to bed?”

“Y-yeah.” Applejack stood on shaky hooves and allowed herself to be drawn to bed. “Will you just hold me? For a little while?”

Dash smiled, trying to perish the uneasy feeling in the back of her mind. “Of course I can. I’m Rainbow Dash.” She pulled the covers over them and pulled the farmer tight against her. “I can do anything.”

/////////////////////////////////////////////////////////////////////

Canterlot Castle

Princess Celestia watched the rising sun and reckoned with how useless she felt now that the great ball of fire was moving all on its own. She sipped her coffee and adjusted herself to the newly installed throne. There was something off about the cushioning…

She looked up sharply as Golden Haze floated in and saluted. “News from the dungeons, your Majesty.”

Celestia nodded for her to continue.

“The murderer Blueblood is dead.” She glared downwards, as though she could still see into the miserable wretch’s cell. “The coward hung himself in the night.”

“Indeed? That’s disappointing. Ah well. It is what it is.” Celestia peered into her steaming cup and saw a hazy image. “But it makes me wonder.”

“Wonder what?”

The hazy image of her sister’s grimly satisfied smile formed in the steam of her coffee gave Celestia an involuntary shiver. “Wherever did he get the rope from?”

Chapter 20: You Will Know the Truth

Ponyville

“He’s over there.” The violet coated representative from the Cloudsdale Home for Wayward Pegasi pointed a hoof at a group of laughing colts and fillies enjoying the (miraculously undamaged) playground equipment of the Ponyville School-House. The youngest was no less than three and the oldest was no older than twelve. Her hoof was aimed at one colt in particular; a stocky pegasus with a coat of lime green and a mane of light brown. He smiled widely as he pushed a younger, laughing filly on the swings.

Macintosh and Fluttershy peered over at him and listened as the filly squealed with delight. “What’s his name?” Macintosh asked.

“He doesn’t remember.” The mare sighed and adjusted her glasses. The strain of taking so many new foals into the Home was showing clearly on her face. “He doesn’t even know his exact age. From what we can gather, the Changelings snatched him a very long time ago.”

“What does he remember?” Fluttershy asked as she adjusted the sling around her neck that held a snoozing Scarlet.

“He remembers hearing from a friend about the rogue dragon attack in Trottingham. That happened at least one hundred and fifty years ago.”

Macintosh and Fluttershy’s jaws dropped.

“Remarkable, right?” The mare chuckled. “Evidently being converted into a Changeling stops the aging process entirely." She cleared her throat to continue, remembering that she shouldn’t scare the prospective parents away. “He’s a very smart boy. And he’s wonderful with the little ones. He actually prefers them to ponies of the same age. He’s very sweet. And…” She cut herself off, cursing internally.

“And?”

She sighed. “He seems to have retained some small part of his… Changeling-ness. He can… feel things. Sense them almost. It’s hard to explain.” She chuckled again. “Sometimes I get the feeling that colt can read my mind.” She smiled hopefully. “Would you like to meet him?”

Macintosh returned the smile. “We’d love to.”

“Great!” The mare sped off towards the playground to collect the colt.

Fluttershy tried to control her breathing and ran a hoof through her short hair. “I’m still not sure about this, big bunny.”

Macintosh raised an eyebrow. “It was your idea.”

“I know, but…”

“…but what if you don’t feel anything?” He finished for her.

Fluttershy nodded sadly. “I don’t want to be a bad mother, Mac. These little ones have been through so much already. I just want them to have the best mother possible.”

“Little wing, you will be.” Macintosh cupped his wife’s chin in his hoof and tilted her head up. “Yer the most carin’ pony I know. Yer so full of love and compassion that yer practically poppin’ with it.” He kissed her and smiled. “Let’s just meet him and see how it goes, alright?”

Fluttershy took a deep, calming breath, swallowed hard, and nodded.

“…and don’t mention the stallion’s eye.” The mare floated back with the colt in tow. They landed and she presented him fully. “Here he is.”

The colt looked up at the grown-up ponies with the wide, inquisitive eyes of a child. “Hello.”

They smiled down at him. “Hello back.” Macintosh rumbled as gently as he was able.

“Ten, these are the Apples; Mister Macintosh and Missus Fluttershy.”

Fluttershy looked at the mare in confusion. “Ten?”

“It was my number. In the hive, I mean.” The colt looked at the ground and pawed at the grass. “I don’t remember my name from before.”

“Do you remember a lot from… those days?”Fluttershy asked gently.

“Just bits and pieces. I mostly just did what Mother told us to do.”

The representative frowned and put a hoof on the colt’s head. “Ten, what have we talked about?”

The colt sighed. “Queen Chrysalis wasn’t really my mother. She was a monster who stole me from my real mother and made me into a monster like her.”

The representative smiled softly at the couple. “Some of them are having a harder time letting go than others.”

Fluttershy glared at her. “Because it was the only life he knew for over a century! How can you refer to them by the names they had then and then turn around and tell them the only creature that cared for them all this time was a monster?”

The representative stiffened. “Because she was a monster.”

“Then, by your logic, so were they!” Fluttershy smacked the mare’s hoof away from the colt’s head. “You’re treating these foals like they’re burdens! I can see it when you talk about them. When I was in the Home, Firefly would never have treated us like that.” She snorted angrily.
“Shame on you.”

The other mare’s jaw worked soundlessly for a moment before she broke eye contact. “I… I’m sorry. You’re right.”

“I’m not the one you should be apologizing to.” She tilted her head at the colt.

The representative looked at the colt and bowed her head. “I’m sorry.”

But the colt wasn’t paying her any attention. His gaze was focused entirely on Fluttershy. He was feeling something from her, something he hadn’t felt since…

Fluttershy looked over to see her husband’s pleased face. “What?”

“And you were worried.” He chuckled.

Fluttershy’s reply was cut off by movement from the sling. She looked down to see Scarlet waking from her nap. “Good morning, little one.”

“Morning Mama.” Scarlet yawned. Her tail thrashed briefly, now tied with the ribbon of her beloved aunt. “I dreamed about my prince friend again.” Her little face scrunched up as she struggled to recall details. “He was… sad. I can’t remember why.”

The colt, curious about the tiny voice, leaned forward and peered over the sling. “Hello.”

Scarlet spied the colt and smiled widely. “Hi! I’m Scarlet! I’m a Apple like my Daddy.”

“Nice to meet you.” The colt returned the smile.

And in a moment that stunned her parents, little Scarlet held out her forelegs for the colt to pick her up.

The colt looked at Fluttershy. “May I?”

Still shocked at her daughter’s total trust in the colt she’d literally just met, Fluttershy just nodded.

The colt carefully lifted the little filly from her sling and cradled her in one of his wings.

Macintosh and Fluttershy shared a look. “Well.” He chuckled. “I think the decision’s been made for us, don’t you?”

Fluttershy could only nod.

“Great.” The representative lifted off again. “I’ll just fetch the paperwork.” She was gone, happy to be away from the mare with the terrifying stare.

Macintosh smiled down at the colt playing peek-a-boo with his daughter. “Yer gonna need a name though…”

“Jack.”

The colt hadn’t even looked up when he said it. Now it was Macintosh who was struck dumb. “How did you…?”

“There’s a lot of happiness in your mind around that name. A lot of sadness too.” The colt looked up at him and smiled for the first time at the stallion. “I don’t think just Jack would work, though.”

Macintosh returned the smile. “Nah. But I do like the sound of Jack Junior.”

Fluttershy kissed her husband’s cheek. “So do I.” She looked at the young ponies. “What do you think, Scarlet? Do you want Jack Junior to come home with us?”

“Yay! Jay-Jay! Jay-Jay!” The filly squealed and nuzzled the smiling colt.

The colt who had now lost both a name and a number smiled around at the three ponies. “Then I guess I’m Jay-Jay now.”

Macintosh and Fluttershy stepped forward and embraced the colt. “More than that, kiddo.” Macintosh hoped his baritone hid the quaking in his voice. “Yer an Apple now.”

/////////////////////////////////////////////////////////////////////////////

“To Applebloom?”

“To Applebloom.”

Two glass bottles of hard cider clinked together. The noise echoed off the wooden walls of the long neglected walls of the tree house. The two mares sat heavily on the moth eaten cushions and took long drinks of amber liquid.

“So,” Sweetie Belle started. “How’re your folks?”

“Fine, I guess.” Scootaloo grimaced at the dust particles in the air. “We’ve all been helping with the recovery effort as best as we can.” She tilted the bottle’s neck towards her best friend. “You?”

Sweetie Belle laughed, a harsh and coughing sound. “Dad is helping with burials during the day and drinking himself to sleep at night. Meanwhile Mom only leaves her bed to bathe or use the restroom. She’s still eating what I cook her, thank goodness, but…” She sniffled. “But I hear her crying in her sleep. She calls out for Spike sometimes. And she just keeps muttering that it’s all her fault.”

“That’s awful.” Scootaloo murmured. “How’s Dimmy?”

“Painting. A lot.”

“That’s good.”

“Yeah. I think that’s how he’s working through all this.” Sweetie Belle examined her bottle. “I don’t think Dad’s up to taking care of him right now. I think… I think I’m going to take a leave of absence from school. A short one, just until things get back to normal around here.”

“Button Mash will be happy, at least.” Scootaloo offered the unicorn a supportive smile.

“Yeah.” The thought of her long-time colt-friend made Sweetie Belle smile. “He’s one in a million. He’s been great through this whole thing. He’s been there for Rumble more than anypony.”

“Oh Luna, I haven’t been to see Rumble!” Scootaloo face-hoofed. “Were he and Applebloom still…”

“Yeah. Didn’t you get his letter asking what her favorite stone was?”

Scootaloo looked away and took another drink. “I haven’t gotten any mail in awhile.”

Sweetie Belle cocked her head to the side. “Why? Is the school having issues?”

Scootaloo blushed hotly. “I, uh, left Manehatten last month.”

Sweetie Belle’s magic flickered in shock and she just barely caught her bottle. “What?! Why would you leave…?” She raised an eyebrow. “This is about your cutie mark, isn’t it?”

Scootaloo’s blush intensified as her wings unconsciously stretched back to cover her still quite blank flank. “Maybe.”

Sweetie Belle sighed heavily and drained her bottle. “Scoots…”

“Save the lecture.” Scootaloo snapped. “I clearly wasn’t finding my special talent at the university, so I bounced.”

“Where have you been?”

“Up and down the road. I’ll find my purpose one of these days, I know it.”

Sweetie Belle shook her head. “Scootaloo, I know…”

“No. You don’t know. You and Applebloom got yours on the same night.” Scootaloo drained her own bottle and hurled it at the wall. It shattered against the aged chart of cutie mark schemes they’d drawn as fillies. “I still wake up terrified that I was supposed to get mine that night too but I missed my chance.”

“That’s not how it works and you know it.” Sweetie Belle muttered, her eyes fixed on the pile of broken glass.

Scootaloo sniffed. “Applebloom’s gone. She’s dead. What if… what if I die without… without…” She broke down and started sobbing. “I wish she was here! I wish I could talk to her about it! I wish…”

Sweetie Belle hurried over and pulled her into a hug. The two remaining Cutie Mark Crusaders wept together as the sun climbed higher into the sky.

An apple scented wind blew in through the window and against a board covered with newspaper clippings and several letters. One letter was pulled free and flew over to the crying mares.

Sweetie Belle felt the paper hit her coat. She lifted it with her magic and examined it. A smile spread across her face despite the tears. “Hey Scoots.”

“What?” The Pegasus looked up and saw the paper. She smiled too. She wiped her eyes. “That’s…”

“Yeah.”

She remembered the trio’s discussions into their letters and what they’d done after the reading was done. “Can we…?”

“Go see her? Absolutely.”

The mares stood and left the clubhouse, heading for the part of the orchard where they knew their friend was at rest. The unicorn’s magic returned the letter to its proper place on the board.

A stray beam of sunlight illuminated the old paper’s first line;

Dear Applebloom…

//////////////////////////////////////////////////////////////////////

Applejack pulled her hat from her head and stroked her white streak. She yawned. Sleep had not come easy the night before. Dash had wanted her to stay in bed, but there was work to be done. She looked around at the bustling activity in Ponyville’s town square. The survivors were hard at work cleaning debris and wreckage. Ruined buildings were explored for anything salvageable.

She spied Lyra and Bon Bon passing out fresh pastries just removed from the ovens of Sugarcube Corner. Pound and Pumpkin Cake stayed close. Applejack smiled, happy to see that that shocked look on the twin’s faces was finally starting to fade. A bit of hope, she reckoned.

“Applejack?”

The earth pony turned to find a pegasus she didn’t instantly recognize. “Yeah? Can I help you, uh…”

“Carmel.” The brown mare offered a smile.

“Like my cousin?” Applejack raised an eyebrow. The stallion in question was one of the few actually doing better since the attack. He hadn’t touched a bottle since and was actually on his way to Appleloosa to bring more help.

“No. But I hear that a lot.” The mare shook her head to clear the irritation. “I wanted to ask you something.”

“Sure. What’s up?”

Carmel looked around before borderline whispering her question. “How did you do it? The thing with the plants, I mean?”

Applejack’s heart quickened with sudden panic. “I don’t know what yer referrin’ to.”

“I saw it too!” A stallion trotted over. He didn’t bother to watch his volume at all. “Your hair was all wavy and your eyes were glowing! You looked like…”

“Don’t you say it!” It came out harsher than she’d meant it. She felt like an animal being backed into a corner. “I don’t know what ya’ll think you saw, but you need to…”

“I saw it!”

“So did I!”

“Me too!”

A crowd was gathering now. Applejack’s eyes darted every which way. Ponies were leaving their tasks and heading towards her. They clearly had been waiting for the chance to talk about the apparent miracle they had witnessed. Her breath coming in short, rapid bursts, she jumped on the rim of the fountain and looked out at the crowd. It was just like when she’d rallied them before the battle.

But she didn’t feel strong. She felt weak and scared.

“AJ?”

Applejack looked up to find Rainbow Dash looking at her in concern. “Dash…?”

“How did you do it?”

There. There went her last lifeline. She had no choice now. “Everypony wants to know, huh?” She took a deep breath. “Well, I’ll tell ya.”

/////////////////////////////////////////////////////

Back at the house on Sweet Apple Acres, the tome called Apple Family Secrets… twitched.

/////////////////////////////////////////////////////

“The truth is… I don’t know how I did it. I still don’t know how these powers work. I’ve practiced ‘em a little, but what happened during the attack was spontaneous. It was an accident, I swear!”

“What powers?” A mare called out. “I’ve never seen earth pony magic like that!”

Applejack had to take another breath. “Because it ain’t strictly speaking earth pony magic alone.”

////////////////////////////////////////////////////////

The book’s pages ruffled. It made a noise that sounded like an irritated grunt. The magic contained in the tome was experiencing something new.

Something dangerous.

//////////////////////////////////////////////////////////

“AJ,” Rainbow Dash landed beside her. “What are you talking about?”

Time stood still for Applejack Apple. She closed her eyes to center herself. In her mind, she saw herself standing on the edge of a cliff. There was a huge chasm before her, and her only hope lay with a cliff on the far side. The problem was that there was no way to tell how wide the distance was to safety. She had to jump, to take a leap of faith.

She exhaled and opened her eyes.

She jumped.

“The truth…”

////////////////////////////////////////////////////////////////

Apple Family Secrets flew open to the words written by Granny Smith in a final message to her grand-daughter.

“The truth shall make you free…”

//////////////////////////////////////////////////////////////////

“The truth is… Princess Celestia is my great-grandmother.”

//////////////////////////////////////////////////////////////////

The book screamed in rage and pain as it burst into flames. Lightning lanced into the air as the ancient book was reduced to ashes. The ambient magic, released at long last, bounced around the room. Furniture exploded into splinters. Applejack’s large mirror shattered.

As the after-spell faded, the remaining flames began to feed.

/////////////////////////////////////////////////////////////////////

Every pony there gasped in shock. Several took a few steps back.

In her mind, Applejack began to fall into the abyss…

A foreleg wrapped around hers.

She looked over to find her love standing close, looking not shocked but concerned.

A tremendous weight seemed to lift from Applejack’s heart. She smiled at Dash and squeezed her own foreleg.

“So you’re an alicorn?” A small filly asked.

The panic flooded back. Applejack looked back at the crowd. Some were talking amongst themselves and gesturing at her. Some looked plainly terrified. “No! I ain’t no alicorn! I ain’t a princess and I sure as shootin’ ain’t no goddess!” She tried to smile at the ponies. “I’m just plain old Applejack Apple.”

“No.” Carmel said in wonder. “You’re not.”

And, to Applejack’s absolute horror, she bowed.

One by one, the ponies of Ponyville began to imitate her…

“Applejack!”

The farmer's attention flew to a hovering Scootaloo. “What?”

The mare gestured frantically towards Sweet Apple Acres. “The farm!”

Applejack was off like a bullet, terrified at what she was about to find but thankful to leave behind the staring and muttering crowd.

/////////////////////////////////////////////////////////////////

The house was on fire.

Applejack stared at the house she’d been born in as the fire spread across the second floor. Black smoke poured from the windows as the glass shattered from the heat. Part of the roof caved in with a hideous crash.

Rainbow Dash landed beside her. “What happened?”

Applejack said nothing. She pulled the pegasus close and held her tight. “I’m sorry I couldn’t tell you, sugarcube. I love you so much and I swear I’ll never keep anything from you from this day forward.”

Rainbow Dash returned the embrace before pulling away. “Hey, I love you too. But your house is on fire so we should probably talk about this later.”

Applejack wiped her eyes and nodded.

A thundering of hooves signaled the arrival of Macintosh and Fluttershy. They stared at the house in horror. A colt Applejack didn’t recognize stood beside them. Macintosh looked at his little sister. “AJ…?”

“Later. I promise. We’ve got a lot to talk about.” Applejack winced as more roof caved in. “We’re gonna need a mite more help, I reckon.”

Dash pointed back towards Ponyville and smiled. “I don’t think help is going to be an issue.”

Applejack turned and saw the entire populace of Ponyville racing towards the farm. Some carried buckets already sloshing with water.

Applejack didn’t know whether to laugh or cry.

Instead, she turned back to the house and charged forward. “C’mon. Let’s get as much stuff out as we can.”

The black smoke curled from the house and into the sky, a black mark on what was otherwise a beautiful and sunny day.

Epilogue: A Sound of Thunder

The armored pegasus watched the rising smoke from her perch on a cloud high in the sky above Sweet Apple Acres. She felt the winds change course and spread her wings, allowing them to take her.

It was a sign.

She flapped twice to correct her course and flew as fast as she was able towards her home. Even at her top speed, it was dusk by the time she sighted the great city up ahead. Ponyville was nearly three hundred miles away and yet she’d made that distance in only a few hours time. She smirked, proud of how impressive her speed had become in only a few short years.

The great cloud city of Zeph floated before her. It had been formed by the most skilled of cloud artisans nearly two thousand years before and floated still, undamaged and untouched. Great towers ringed the city’s enormous perimeter, each manned by a true pegasus. Beyond the towers lay the city proper, a huge ring of homes, arenas, and shops.

The city was quiet now. Quieter than usual.

They were waiting for her.

She flew over the towers and made directly for the city’s center; the Eye. The mammoth dome held the royal palace inside. Even as she flew towards it, she imagined what was waiting for her within. Nearly all of the pegasi that still called Zeph home would be there, eagerly anticipating her report. The generals were probably being groomed by their attendants, the weaponers and combat masters talking shop while dining on an available buffet. The lower ranking officers and civilians would be silently at attention, facing the throne and waiting.

Facing her and waiting.

The mare flew directly into the Eye’s sky port and landed perfectly on the raised dais in the center of the room. She removed her helmet and knelt until her muzzle touched the floor.

She waited.

The chatter that had filled the room ceased at once. The pony seated on the grand throne before her leaned forward expectantly.

Measuring her words, she spoke in the ancient language of the pegasi. “”

“”

“”

“” She could hear the smile on the Queen-General’s lips as she spoke. “”

Captain Lightning Dust stood, her helm tucked securely beneath her wing.

Before her sat a mare of sky blue. Her shoulders were draped with a cape formed by cloud artisans, the material unlike any other in the world. She wore a helmet of pure gold in lieu of a crown. Her eyes, the color of red wine, watched from the darkness of the helmet.

“”

“Losses?” The Queen-General asked, choosing to practice her Common Equestrian.

“Considerable.” Lightning Dust changed tongues effortlessly. “They are not likely to turn down aid.”

“Nor should they.” The Queen-General’s accent was thick. She stood and surveyed the assembled pegasi. “It would seem that it is time to move our plans into the next phase. Ponyville, as anticipated, is the opportune target for the achievement of our goals.” She gestured at Lightning Dust. “Thanks to our sister, she who was born away from us but returned to the fold when the winds called to her, the one thing that has eluded us for so long is finally in our grasp. Now we must reach out and take it.” The Queen-General saluted the mare before her. “You will lead this effort… General Lightning Dust. You will lead the Children of the Hurricane to glory like none has ever seen before.”

Lightning Dust’s heart swelled. She returned the salute. “Hail Valeria!” She cried. “Hail the Queen-General!”

“HAIL VALERIA!” A thousand voices behind her cried as they too saluted.

Queen-General Valeria removed her helmet and let her long mane fly in the ambient wind of the room. The color of the rainbow, it flowed in the breeze like a trapped and tamed burst of light. “We will take what should have always been ours!” She cried. “Nothing, and nopony, will stand in our way!”

Lightning Dust and the assembled pegasi began to beat their hooves into the cloud floor. The sound became deafening, the roar of an ancient beast at last awake and desperately hungry.

To any creatures who happened to be passing below, it sounded like the roll of an enormous thunderclap. They hurried home before the downfall.

A storm, it seemed, was coming.

TO BE CONTINUED IN...
"ON SWIFT WINGS"

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Foreword- For Those Who Came in Late

This phrase could be seen at the beginning of the serial adventure films of the old days. Audiences would be informed on both recent developments in the story and older information concerning the hero whose exploits they had come to watch.

Allow me to borrow it for my 25th published story.

'The Changelings Have a King' is the first in a trilogy of stories that will close out and finish what I and my readers have come to call the 'Dear Sweetie Belle' Continuity, since it all began with that particular story. Over the past several years, I've written roughly 17 stories following the same established timeline. My original plan was to lay out the whole story's main details here.

But, after great consideration, I decided not to.

Instead, I will simply point you in the general direction of this, which is where you can find the 17 previous stories.

Or, if you aren't in the mood, I will just point you to this, a timeline of the major events that have led to this point.

Or jump in fresh and ask me if you need clarification on anything. Don't be shy. I'll happily clear things up.

Before the story begins, a final warning; a great deal of darkness lies on the horizon. These storm clouds have been building for a very long time and the downpour will be great and terrible. But I promise you all...

...after every storm, there is a rainbow.

-Jade Ring

A Quick Guide to the Original Characters in Ponyville

Professor Crescendo: Sweetie Belle's biological father. Accomplished musical teacher. Recently relocated to Ponyville after getting sole custody of his son.

Diminuendo: Better known as 'Dimmy,' Crescendo's son with his divorced wife. A brilliant young artist.

Scarlet Apple: The toddler daughter of Macintosh Apple and Fluttershy Apple. Earth pony.

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Chapter 10: Promises and Lies

Canterlot Castle

“You find yourself in a deep, dank dungeoun. The only sounds in the darkness you can detect are the dripping of water from the distant roof… and the slow, steady breathing of some enormous creature.”

Moon Shadow looked up from his character sheet. “I cast Sunlight.”

“Hold, my son.” Luna looked over her own detailed list of abilities and bits of equipment. “Sunlight may be too powerful. There’s a chance we could be blinded, and thus easy prey for some terrible beast.”

The small unicorn smiled sheepishly. “You’re right. I’m sorry, Mama.”

She returned the smile and waited for him to make his move.

Shining Armor peered over his Dungeon Master’s screen at his wife and son. “Whenever you’re ready.”

“Right.” Moon Shadow looked closer at his list of available spells. “I cast Lamplight.”

“A wiser choice.” Shining Armor slipped back into his ominous Dungeon Keeper’s voice as he rolled his hoof-full of die. “Soft light slowly fills the cave… illuminating a hideous piece of living fungus! It clicks and clatters at your intrusive light, the membranous wings buzzing lightly on it’s back.”

“A Mi-Go!” Luna whooped in excitement. “It has been millennia since my sister and I last encountered those beasts!” Her eyes darted to her sheet. “I swing with my War Hammer!”

The rolling of die. “You miss!”

“You lie!”

“The beast zooms away from the light and deeper into the cavern. As you listen…”

“No.” Luna smashed her hoof into the table. “I don’t miss. My Hammer never missed.”

Shining Armor rolled his eyes. “Luna…”

“Shining Armor.” She matched his exasperated tone. “I freely admit that I am eternally grateful for your introducing Ogres and Oubliettes as our family game of choice. It has allowed to me relive fond memories of my past and is surely helping with Moon Shadow’s developing intelligence…”

Moon Shadow hastily stopped picking his nose and nodded enthusiastically. “It is!”

“But with that being said, I will not have my history as one of Equestria’s greatest monster fighters slandered, especially by a game of all things.”

Shining Armor stared at his wife. “Are you finished?”

“Yes. Yes I am.”

“Good.” He ducked back behind his screen. “You still miss.”

Moon Shadow laughed as his mother tackled his father to the floor, pantomiming smashing his head to the tower’s stone floor. “Let me fetch my Hammer from the armory and we’ll see how much I miss!”

Shining Armor laughed as well before looking up at his son. “Moon Shadow! The Old One’s power has corrupted your mother!”

“I’ll save you!” Moon Shadow leaped from his chair and joined the laughing pony pile.

Once the impromptu tickle war that erupted once Shining Armor also fell to the influence of the Old Ones had subsided, the three ponies carefully retook their seats around the table. The game continued to the point where Luna's Lady Selene of the Crescent Islands and Moon Shadow's Dornoot the Breezie Mage finally reached the threshold of the great treasure they had been seeking. Shining Armor was just preparing to reveal the greatest puzzle he'd yet conceived when his son spoke up. "Papa?"

"Yes?"

"Can you bring Morning Dew with you next time so he can play too?"

Shining Armor and Luna's eyes met across the table and shared a knowing, worried look. They'd known this question would be coming sooner or later. They'd dreaded this moment, the moment they would have to tell their young son that the times he would get to see his favorite cousin were few and far between.

But recent developments...

"Moon Shadow." Shining Armor began. "You know that I have to beg Dewey's mother and father for permission every time I bring him, right?"

"I know." Moon Shadow pouted, running his hoof over his character sheet. The young unicorn knew all about how Aunt Cadance and her unseen husband were incredibly protective of Morning Dew. It was why they only entrusted his papa, the Captain of the Crystal Guard, to bring him for the occasional visit to Canterlot.

Noting his son's disappointment, Shining Armor walked over to him and pulled him close. "What if I told you that one day..." He looked back at his wife and noted her apprehensive look. "What if I told you that one day, maybe, we could all live together."

Moon Shadow's eyes became enormous plates. "Here in the castle?"

"Why not our own castle? Would you like that?"

"Would I?!" Moon Shadow's horn lit and his magic soon had him doing mid-air somersaults.

Luna could not help but laugh at her son's antics. Her magic intercepted his and she pulled him into a hug. "I know it sounds exciting, but you must control yourself. If such a thing were to happen, it would not come to pass for possibly a very long time."

Moon Shadow's happiness began to rapidly dissipate. "But why?"

Shining Armor joined them and pulled them both close. "Because we have to wait for the things that are best in life. Even though the wait is long, the end result is always worth it."

Basking in his parent's warmth, Moon Shadow looked at his father with an inquisitive eyebrow raised. "So it would be us, Dewey, and Dewey's mama and papa?"

Shining Armor could barely supress a smirk. "Maybe not Dewey's papa. I think his mama might have her eyes on somepony else."

Luna gave her husband the longest, most withering glare she could muster.

"It sounds like the best thing ever!" Moon Shadow exclaimed.

Shining Armor ruffled his son's mane and crossed horns with his wife. "It will be the best thing ever." He told them both.

Luna's gaze softened at his sincerity and she pulled her boys tighter into the embrace. "The very best thing." She said, almost believing it herself.

Shining Armor sighed in contentment as he held half of his family close. "It will be. I promise."

////////////////////////////////////////////////////////////////////////////////////////////////////////

The Archives of Truth

"I'm sorry, Twilight. I should have warned you about his... condition."

Twilight watched the now blind librarian who had helped her on so many late night study sessions make his way with practiced steps down one vast bookshelf in search of more tomes for the alicorns to look over. "What happened to him?"

Celestia sighed as she refilled both she and her student's tea cups. The Archive's false sun shone overhead provided more than enough light for the two to read the rapidly growing pile of books before them. "Twilight, you know we keep many things besides books in the Archives, yes?"

Twilight nodded as she gratefully took the offered tea in her magic.

"Do you recall an item called 'the Alicorn Amulet?'"

Twilight grimaced. "I remember it, alright. Trixie used it to conquer Ponyville before she became Luna's student."

Celestia nodded. "After you sent it to me, I had it brought down here and stored in the relics. A thief somehow found his way past the guards and stole it not long ago. I'm afraid the thief blinded Brother Veritas with a spell in the course of the burglary."

"That's awful!"

"Indeed." Celestia sipped her tea thoughtfully. "After it happened, I offered to release him from his commitments but he refused. He told me 'I will relinquish this hood just as every Brother Veritas has before me; with my last breath.'"

"And the amulet?"

"Still missing, I'm afraid. But no matter, we will find it again."

"And Brother Veritas; doesn't he need any help down here?"

"Help? Nonsense." Another stack of books landed on the table as Brother Veritas returned. He offered Twilight a familiar grin. "I know these Archives like the back of my hoof. The books are all in the same order." He ran his hoof down one cover and his bandage covered sockets widened in momentary panic. "For the most part." He snatched the offending title away and magicked it back down the shelves. "Pardon me, your majesties, but I didn't think you'd be much interested in the erotic exploits of Filly Hill."

Celestia and Twilight laughed as the librarian bowed and beat a hasty retreat to search for more books.

Twilight's magic pulled another book close and flipped it open. "There must be something we're missing. Starswirl's journals didn't reveal anything we didn't already know."

"Perhaps we should examine more of Equestria's great minds." Celestia selected herself a book and smiled at the familiar cover. "Ah, the autobiography of King Noble Heart, father of Princess Platinum. He was quite the unicorn, as I recall."

Twilight flipped to another page. "This is the last diary of Mareco Polo. I haven't read this in years." She flipped a few more pages until she came across one with an all too familiar sketch on it; a nearly skeletal being with insect-like wings and glowing green eyes. "The changing ones..." she whispered.

Celestia put aside her old friend's work and craned her neck to look at the page herself. "Remarkable, isn't it? All these years, we believed that Mareco had chronicled the end of a species. Who would've thought they would have survived somehow?"

"According to Mareco's notes, they were more insect than equine." Brother Veritas returned with yet another stack of books. "They didn't actually have bones, but rather a thick exoskeleton, not unlike beetles."

Twilight looked up. "Notes?"

"Oh, there's a collection of letters and such that never made it into Mareco's journals, mostly correspondence between himself and his distant spouse. Please don't ask me to look for them." He caught her next question before she could ask it. "It would take me days. And I assure you they have nothing to do with Clover's prophecy."

Twilight pouted as her chance the gain new knowledge was snatched away. "The Changelings being more like insects raises all sorts of new questions."

"Like what?" Celestia asked, sipping her tea. "We already know they reproduced through eggs laid by a queen."

"Well, some insects operate on a hive mind system or some kind of pheromone control. It might be worth knowing if the Changeling drones we encountered the day of the wedding were acting of their own free will."

"A hive mind system seems ultimately self-destructive." Celestia tapped a hoof on the illustration. "In some colonies that use hive minds, if the queen is killed then the drones drop dead as well."

Twilight suppressed a shiver and closed the book with a snap. "Why don't we save these questions for another time? Like the next time Queen Chrysalis drops by for tea?"

The three shared a laugh before Veritas lifted one book from the top of the latest pile. "This might be of interest to you, your graces." He carefully laid it on the the table so they could see the cover; a stylized swirling vortex of stars. The book was heavily damaged and encrusted with ages of sand. "This is Starswirl's lost journal, recently discovered by one Daring Do in the Bad Lands."

Twilight nearly lunged for the ancient tome. It was only Celestia's golden magic that restrained her and returned her to her seat. She offered a sheepish grin at her mentor's knowing smirk. "How did you get it?"

"She, erm... left it with me before she departed." Veritas wiped a hint of sweat from his brow while Celestia calmly drank her tea. "Since it seems the structure holding the lost prophecy was destroyed in the struggle with the Smooze..."

"The what?" Twilight dead-panned.

"Later." Celestia winked. "Continue."

"Since the prophecy itself has been lost, then the journal may be your last best chance to find out what any of this means."

Twilight carefully opened the book and began to leaf through the pages. Using techniques she'd long since honed in school, she'd nearly reached the heavy book's final pages in a matter of minutes. "'My final preparations are complete. Clover's final prophecy has been entombed forever beneath Truth itself. May those cursed words never see the light of day.'" She read. "'My failure to master the Spell of Absolute Harmony will be my greatest shame. My only hope is that by venturing into the wastes of the Bad Lands, alone, I will finally have the peace of mind with which to sort the problem out.'"

"It's a shame he never understood what you figured out, Twilight." Celestia beamed at her student. "That the spell itself was imperfect and had to be rewritten to include the magic of friendship."

Twilight allowed herself a small smile before she continued reading. "'I will keep this journal to record my findings and adventures. Upon the event of my death, I have placed a spell upon it so that it will return to my greatest creation; the Archives. I know that my nephew will guard it well, as will all that follow him.'"

The old librarian smiled. "The first Brother Veritas."

"'My journey into the Bad Lands has hit a snag, it would seem. I have badly injured my leg in the Macintosh Hills. It is only by the kindness of my hosts that I am still well enough to write this. They are an earth pony clan of apple farmers with a bit of an honest streak. I will have to give them a gift before I depart.'" Twilight flipped through the last few pages before she landed in the very last one. She sighed. "This is the last entry. 'It has been two weeks since my self-imposed exile. My supplies are running low. The burning sands torment me endlessly. Already I have seen the specter of death approaching me in the night. His horned visage portends darkness waits for me beyond the veil. I have done my best. Forgive me, Luna. I will love you always. Forgive me, Celestia. The mirror...'" Twilight looked up. "That's where it ends."

Celestia looked troubled. "I wonder what he meant about the mirror..."

"Wait." A light-bulb went off in Twilight's mind. "This doesn't make any sense."

"What doesn't?"

"Starswirl said that he enchanted the journal to return to the Archives upon his death. But Daring Do only just found it in the Bad Lands recently."

The implication hit Veritas. "Starswirl didn't die in the Bad Lands. He was captured or taken in by somepony. That figure he saw in the night, perhaps."

"More than that." Celestia lowered her cup to avoid dropping it. Her voice nearly trembled as the final pieces fell into place. "Starswirl's spells were ironclad. If the journal was never brought back here by Starswirl's magic..."

Twilight looked at her former teacher with wide, disbelieving eyes. "...then Starswirl the Bearded is... no. Can it be true?" She looked at the ancient journal that had lain in wait for a millennium to be returned home.

Celestia said nothing, the wheels in her head spinning furiously with the new information.

"It would seem clear." Brother Veritas sat heavily at the revelation. "Somehow, some way, somewhere... Starswirl... is alive."

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