The Third Sister

by Honeypelt945

Rating: teen
Tags: My Little Pony: Friendship is Magic, Alternate Universe, Other, Princess Luna, Original Character, Comedy, Adventure, Princess Celestia, Main 6
Length: 8701

Celestia and Luna`s sister is coming back for revenge!

Ever wonder who Blue Blood`s mother was?

Born during a time of war, Nadine, Celestia and Luna`s younger sister, was pony-napped by the Changelings. The Changelings corrupted and abused Nadine, turning what was supposed to be a beacon for hope, into a sinister psycho hungry for revenge.

Now, the Main 6 has to stop her before Equestria falls into her unforgiving hooves.....

Published 2015-02-06 14:20:04 UTC
Last updated 2015-08-12 16:27:52 UTC

Prologue: A Memory

A red beam of light momentarily blinded Celestia`s face. “MOM!” Celestia screamed as the beam hit her mother. Galaxia stumbled back, her white pelt heaving.

“I-I`m okay,” Galaxia managed to gasp out.

“Why are you doing this?” Cosmos demanded, rearing up on his legs.

Nadine pursed her lips and put her chin on her hoof, as if she was thinking hard. “Lets see: First you abandon me in the middle of a war, you say you dont remember me when I finally find you, and then you try to banish me when I try to earn my place on the throne. Does it sound like a reason to kill my family?” She finished this account with a furious beam at Celestia.

Celestia nimbly avoided it while Luna sent a beam towards Nadine. “I don`t want to hurt you sister!”

Nadine sneered, blocking it. “Dont talk to me as if Im the only pony in the family who has gotten out of line!”

Galaxia sighed, dipping her head. “I admit we were wrong for having you at a time of war, but we couldn`t resist each other even in the gravest of times.”

Cosmos nodded, frowning. “You know it wasn`t our fault the Changelings pony-napped you!”

Nadine darted forward, raking her fathers neck with her sharp horn. “I wasnt special enough for you?” she hissed darkly. “I know you let them take me on purpose!”

As Luna took care of her dad, Celestia approached her raging sister. “You know that`s not what happened, Nadine.”

The corrupted sister slowly circled Celestia, tormenting her. “Says the "perfect daughter" who fearlessly rules Equestria, when really she just makes other ponies do all the work! You have a whole castle, but what does Luna get? A telescope? Im surprised our parents havent found out about the “perfect daughter’s" tor-"

“How do you know about that?” Celestia asked sharply, sweating a bit.

Nadine casually shot a beam at Galaxia. “I have my resources,”

“Just give up,” Cosmos growled, before anybody could question what Nadine and Celestia were talking about. “We`ll banish you if we have to!”

Nadine lifted up into the air so she could face all of her family at once. “You all know Im not going to give up, so arent you going to banish me?” She sent an electric-charged beam at Cosmos, frowning as he deflected it. “Why won`t you guys just play fair and let me kill you?”

Galaxia looked sadly up at Nadine, shaking her head. “You poor filly-“

“Don`t try to take pity on me, mother!” Nadine yelled, frustrated. She sent another electric-charged beam towards Galaxia.

“AHH!”

The queen writhed on the ground in agony, her eyes wide with pain. Cosmos hurriedly raced over to her, concerned for his one and only love. Celestia faced her sister outraged, “How could you hurt your own mother?!”

Nadines fangs glistened in the moonlight as she laughed coldly. “Sister, you are so naïve! We both know she isnt my mother, and you aren`t my sister. “

“What are you saying?” Luna walked up with a puzzled expression on her face. “You`re our kin!”

“The Changelings are my real family, they nurtured me and loved me while thee just forgot me!” The speaker conjured a giant red blast from her horn, striking all of her peers at once. The royal family fell to the floor, but quickly got back up; they knew Nadine could strike again any moment. Luna, Celestia, and Cosmos all nodded simultaneously, and then looked over at the queen.

Galaxia shed a single tear as she realized what they had to do: Banish Nadine. She nodded reluctantly, and dipped her head. Her family did the same, and together their horns, touching at the tips, created a rainbow orb. Nadine rained down several blows on them, but they barely felt it. “WHAT THE HAY IS GOING ON?!” she demanded, angrily. “You should have been dead by now!”

Her former family flew up into the air, their pupils disappearing. The orb grew larger and larger, and Nadine realized it was pointed at her! She tried to move out of its way, but her wings were frozen with fear. Before she could even blink, (or fall to the ground) the orb was sent hurtling toward her. Nadine screeched in pain and disbelief, then she vanished altogether.

The royal family collapsed to the floor, exhausted. “Wh-where did we send her?” Galaxia asked, struggling to her hooves.

“The Badlands,” Cosmos announced grimly.

Luna shook her head, downcast. “Hopefully, she turns from the dark side……”

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

“GASP!”

Celestia sat up sweating furiously. She had been having that same dream for weeks, now. She was sure it was some type of sign, but not completely sure. Her youngest sister was a delicate subject to discuss, and Celestia hadnt wanted to bother Luna with it. Ever since Nadine had been banished to the badlands, her name had rarely been spoken or thought of, and many didnt even know that she existed.

Celestia yawned, and slipped out of bed heading for her vanity. She picked up her comb in her golden aura, and began to lazily brush her flowing hair. She knew brushing her hair made no difference to the appearance, but she liked the calm, peaceful, feeling it gave her.

Celestia glanced at the window; it was almost time to raise the sun. She stretched her wings, and headed for the bathroom, pushing the thought of the dream out of her mind.

I have enough to worry about, without adding Nadine to the list! Celestia thought, turning on the shower. Besides, its not like shes going to show up today!

Two Arrivals

Celestia sat back on her throne with a contented sigh. She had just finished day-court, and all was well. Maybe I can take a quick nap before the delegates from Saddle Arabia get here……. She thought, getting more comfortable on her throne.

Suddenly, a guard came barreling through the door. “Princess! Princess!” He was heavily limping, and had a scratch on his forehead. So much for my nap….

Celestia sat bolt right up, her gazed fixed intently on the distraught guard. “Yes?” she asked.

“Changelings! They`ve invaded half of Canterlot already and are heading for the castle!”

“How are the guards fending them off?” she asked, trying to keep the alarm out of her voice.

“As best as they can, but there are too many!”

Celestia motioned for the other guards that lined the room to go, and they galloped away, eager for another chance to protect Canterlot. “I`ll deal with Queen Chrysalis myself!” she growled, standing up.

“Princess, thats the thing…..err….. the attack wasnt led by Queen Chrysalis.”

Celestia raised her eyebrows curiously. “Who is it?”

“Oh, sister you couldn`t have forgotten me so quickly?” a strange voice drifted from the hallway.

Celestia stopped dead in her tracks. Surely it couldn`t…….?

A white alicorn stepped through the doors. She had dark golden spots on one of her wings, her back left leg, and a star-shaped one on her forehead. Her mane was a dark mauve and indigo, and her eyes were icy blue. Half of her left ear was missing, and her cutie mark was a six-pointed star set on fire the same color her eyes were. If you could look past the waves of hostility she was giving off, she was quite beautiful.

“N-Nadine,” Celestia breathed, not sure if she was hallucinating or not.

The guard scrambled awkwardly out of the way, cowering by the far wall. Nadine glanced at him with disgust, but focused her attention on Celestia once more. “Miss me?” she hissed.

Celestia ignored the question. “How did you escape? We surrounded The Badlands with an inescapable wall!”

“Please! As soon as I got back to full strength, the walls were no match for me!” Nadine scoffed.

“What do you want?” Celestia demanded, still on her guard.

Nadine passed by her sister and sat on her throne. “Equestria,” she answered.

“You`ll never get a throne!” Celestia yelled.

“I have your castle surrounded, and Canterlot is under attack. Are you sure you don`t want to just give me my throne?” Nadine reasoned.

“Over my dead body!” Celestia`s voice was serious.

Nadine shrugged. “Suit yourself!”

She shot a sparking red blast at Celestia. Her sister didn`t have enough time to dodge it, and fell to the ground, stunned.

“Bye, bye, sister!”

Celestia fell unconsciousness to the sound of Nadine laughing triumphantly.

~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~

Starlight Jewel and Sorea stepped off the train carrying their luggage. Well, at least Sorea was. “Tell me again why I`m the only one carrying the luggage!” the maroon unicorn huffed, setting down the bags with her magic. She had pretty light purple eyes, and her cutiemark was a pair of pink ballet slippers.

The younger sister was either ignoring Sorea, or she had just not heard her. Starlight breathed in the country air, relishing the feel of the wind in her mane. She was a dark pink alicorn, (thats right, alicorn) with mint patches both on her wings, chest, horn, snout, and front right hoof. Starlights mane was curly dark and light pink, and her eyes were golden-brown. Her cutiemark was a swirl of pink, gold, and purple stars, with one big pink star in the middle, centered inside a royal-looking heart-shaped jewel.

It was a fairly humid spring day. The birds were chirping, the sun was shining, pegasi were flying lazily in the air, trees waved in the afternoon breeze, and foals ran around laughing and playing.

“Ponyville…..” she whispered in awe.

The station was crowded with ponies trying to get on and off the train, and others hugging their loved ones. Many stopped to stare at Starlight, or even bow at her feet, but many stood in whispering clusters, shooting wary glances at her now and then. Starlight ignored them, as she had always done; after all, she had grown up being the center of attention. Now, she just went with the flow, and didn`t care what anypony thought about her.

“Come on Sorea, let us explore!” Starlight exclaimed dramatically, and jumped off the platform, racing into Town Square. Sorea sighed, but couldn`t help but smile as she followed her hyper sister, (luggage in tow) into the heart of Ponyville.

Starlight looked around in wonder at the vendors, and shops like she had never seen any before. She stopped in front of a particularly interesting-looking cart that sold jewelry. Her eyes lit up when she spotted a pearl necklace.

She was just about to ask how much it was, when Sorea came up behind her, and started pushing her in the opposite direction. “Nope! You already have WAAAAYYYYY too much jewelry!”

Her sister pouted, and was about to protest when she glimpsed a rainbow blur in the corner of her eye. Starlight swung her head around just in time to see Rainbow Dash herself skid to a stop in front of a flower cart. “No way!” she said, and ran towards the famous pegasus with Sorea close behind.

“Are you Rainbow dash?!” Starlight squealed, not even trying to hide her excitement.

“The one and only!” Rainbow answered, puffing out her chest proudly. Sorea rolled her eyes.

“Im Starlight, and your awesome, and Ive always wanted to meet you, and this is my sister-she swung her foreleg over Sorea`s neck-and you’re the element of loyalty-“

Rainbow did a double take. “Wait, you`re an alicorn?!”

“I am indeed!” Starlight took her foreleg from around her sisters neck, and tried to keep a stoic expression. Sorea put down the luggage and laughed at Starlights pitiful attempt. Starlight punched her in the arm.

Rainbow Dash was still just standing there with her chin, (literally) to the ground. “I-I`ve gotta tell Twilight! TWILIGHT!!!” she began to fly rapidly in the other direction, stooped mid-flight, and came back. “Come with me!” she ordered, and began to fly away again. Starlight picked up half of the luggage with her magic, and began to happily trot after Rainbow. “Hey, what about the hotel?” Sorea called after her. “We still have to check in!”

“We can do it later; I want to meet the bearers of The Elements of Harmony. Don`t you?” Starlight answered, without looking back.

Sorea shrugged, picked up the rest of the luggage, and followed her. Meeting the bearers of The Elements of Harmony beat checking into a hotel any day.

A Meeting With The Mane Six

A giant crystal tree loomed in front of them. It had a big star on top, and large balconies protruded from the side and directly above the door. The whole thing was ridiculously shiny.

Starlight gazed up at it, her eyes round as full moons. “It`s glorious….” She whispered. Even Sorea was gawking.

Rainbow led them inside. “Come on,” she urged. “Twilight is gonna freak!”

They galloped down the halls, admiring the decorations, paintings, and layout of the rooms. They eventually reached a large throne room. Seven thrones were placed around a large yellow disk with a star in the middle; each one had one of The Mane Sixs cutiemark on it. They were all occupied, except for Twilights and the one with Rainbow Dash`s cutiemark on it.

“Twilight, look who I found!” Rainbow smirked, anticipating her friend`s bewilderment.

Neither Rainbow nor Starlight had noticed the desperate state the room was in: Books and scrolls lay haphazardly around the room, Rarity had fainted and was awkwardly splayed on her throne, Fluttershy was trying in vain to calm her down, Twilight was pacing reading the same letter over and over again, Spike was looking at her with concern, Applejack was fidgeting in her throne, and Pinkie Pie was reading a book, with a confused expression on her face.

Twilight Sparkle whirled around at the sound of Rainbow`s voice, her eyes wild and her hair unkept. “Rainbow! Where have you been? I sent a messenger for you an hour ago! Canterlot is under siege! Princess Celestia has been captured by an unknown alicorn, and Princess Luna is locked in a battle to defend the castle!”

“WHAT?!” Sorea, Rainbow, and Starlight exclaimed in unison. Rainbow fluttered to the ground, stunned.

Twilight seemed to finally notice Sorea and Starlight, and almost went off her rocker. “Who are- WAIT, YOU`RE AN ALICORN?! HOW CAN TWO NEW ALICORNS SHOW UP IN ONE DAY? THIS IS TOO MUCH- TOO MUCH!!” She collapsed on the ground, sobbing.

Pinkie, Applejack, Fluttershy, Spike, and Rarity rushed over to see what was the matter. Rarity fainted again after seeing Starlight.

Setting down her luggage, Sorea stepped forward to end the commotion. She jumped onto the star in the middle of the room, and cleared her throat: “Please calm down, and go back to your seats so we can discuss this in an orderly, and professional fashion!”

They followed her commands wordlessly, and Spike dashed out to get two stools they kept for guests.

When they were all settled, (and Rarity had regained consciousness) Twilight began the meeting. “As you all know, the Princess has been captured,” she began. “Equestria is in a state of emergency, and we must decide what to do immediately! But, before we begin, we have two new guests.” Twilight nodded her head at Sorea and Starlight to begin.

Sorea dipped her head. “Thank you, Princess. I`ll let Starlight begin.” She nudged her sister.

Starlight felt her coat grow hot as the gazes of The Elements of Harmony landed on her, waiting for her to speak. Taking a deep breath, she began, “My name is Starlight, and this is my sister Sorea. We came to Ponyville to relax, and hopefully meet you ponies before we traveled to Canterlot to see Princess Celestia. I didnt know that Canterlot was under siege or that Princess Celestia had been captured. By the way, how come the public doesnt know? It seems that the news would`ve gotten out by now…..”

“The situation in Canterlot is on a need-to-know- basis,” Twilight informed her. “But, more and more families are evacuating, so it won`t be a secret for long.”

“Well, what are we going to do about it?” Rainbow Dash demanded, slamming her foreleg on the table.

“This might help!” Pinkie slid a big dusty book across the table.

Twilight reached out and pulled it towards her. “The Early History of Equestria,” she read the title aloud. She flipped to the page Pinkie Pie had bookmarked: Many years ago, before Nightmare Moon had been banished, there was a great war with the Changelings. In the midst of this war, a princess was born. Queen Galaxia and King Cosmos named her Nadine, meaning hope, wishing that she would be an end to the war......”

But that was not to be. The Changelings attacked the castle and kidnapped Nadine. After a few years, she came back fully grown and tried to claim her throne. This ended in her banishment, and for thousands of years her whereabouts have been unknown……”

There was a long stunned silence.

“So…...there`s a third princess?” Spike asked, breaking the silence.

“Yep,” Starlight nodded solemnly. “And shes the strange alicorn whos attacking Canterlot!”

Luna`s Army

“CHARGE!”

A wave of soldiers rushed to meet the onslaught of changelings. The head changeling was cut down with a spear, while another was trampled. Noise filled the room as the two groups clashed.

Furious after hearing what had happened to her sister, Luna had immediately launched an attack on the changelings. Her goal was to run them out of the castle, rescue her sister, and most importantly, deal with Nadine.

They were currently being delayed in a small hallway, not at all big enough for a battle. Even know, soldiers and changelings were tripping over one another. It made the whole ordeal even more tiring on both sides.

Luna paced along the hallway, waiting impatiently for her scout to return. She had sent her to gather information about their route to the throne room. If it wasnt for the scout, she wouldve been fighting right alongside her loyal soldiers.

She was covered in shiny blue-black armor, which covered everything from the tip of her nose to her hindquarters. Luna wondered if she looked at all like Nightmare Moon.

Suddenly, a changeling flung itself at her, teeth bared. Lunas horn illuminated, and a black spear appeared in front of her. The changelings eyes, still filled with malice and hatred, glazed over as the spear went through its middle. Luna flung the body across the room, not caring where it lay to rest.

Just as she was wiping her sword on a banner, (Celly wouldn`t like that!) a dark grey pegasus came zooming over the battlefield. She skidded to a stop in front of the princess.

Luna looked up instantly, putting away her spear.

“Scout, how`s our route look?” she asked, hoping the answer was a positive one.

The mare was clearly exhausted, and was bleeding below her left wing where a dagger had stabbed her.

Taking a big gulp of air, the mare began, “Not good, Princess. A few hallways down theres a big group of changelings just waiting for you to give them a visit, and the entrance to the throne room is heavily guarded with changelings patrolling the perimeter. Theres also a small group coming that way-she gestured toward the corridor behind Luna- with plenty of weapons.”

Luna frowned, already forming a new plan in her mind. She looked up sharply when the pegasus mare let out a pain-filled shriek. The pegasus stumbled to the ground, holding her left wing to her side. Blood was visibly leaking down her side.

“Somebody get this mare to the sickbay!” Luna ordered, and four soldiers trotted over to help the pegasus.

The princess turned around and was surprised to find the battle over: The soldiers were helping each other get organized, patch wounds, and take care of dead bodies.

There was no sign of any changelings.

The Captain of the Royal Guard came over to give his report. “Sixteen casualties, and nine seriously wounded, Princess.”

“Thank you, Shining Armor,” Luna said, nodding her head in a business-like manner. “Get all the seriously wounded to the sickbay, deposit all of the dead bodies in a room until we can sort them, pick a soldier to lead a small group to head off the group of changelings that are coming from behind us, and get everypony else up on their hooves and ready to go!”

As Shining Armor carried out her orders, Luna began to think more about her plan. Would it work? Would the changelings attack them before they had a chance to carry out her plan? Or would all of her army be brutally slaughtered by the enemy?

Too soon, the Captain was waiting for her orders. “How many soldiers do we have?” she asked.

“Sixty, Princess,” Shining Armor replied.

Luna sighed. “Good enough, let`s go!”

She led her small troop through a door on the right, up a flight of stairs, and to a small locked trapdoor that blended in with the wall. Luna unlocked the door with a golden key that was hanging on a hook next to the door, and ducked in. She actually had to climb in, and crawl uncomfortably through the vent until they got to the other side.

After a bit, Luna opened a hatch in front of her, and watched it swing open with a small creak. She winced, and looked down to see if anypony had heard the small sound. The other soldiers strained to see over her shoulder.

There were a ridiculously large number of changelings below. There were a large group standing directly in front of the entrance to the throne room, and two large groups to the sides. They all looked bored, and none of them seemed to notice the sound.

Luna barely contained a big sigh of relief.

She craned her head slightly to face her soldiers. “On my count, we go. Okay?”

They all nodded silently.

“One……”

A changeling yawned.

“Two….”

The changeling`s ears twitched.

“Three…..”

The changeling looked up towards the vent opening. His eyes widened.

“GO!”

Luna swooped down upon the same changeling. She reared up on her forelegs, and bashed his head in instantly killing him. Shining Armor and two other soldiers jumped down to join her.

The room exploded.

Luna kicked out with her hindlegs, catching many changelings from behind. She head-butted a changeling that had charged at her, knocking him out.

Several soldiers had already jumped out of the passageway and were fighting ferociously, but many were still joining the battle.

Luna got out her spear, and began to slowly make her way to the entrance. She whirled her spear in all directions, watching as changelings were sent flying from its blows.

The Captain and eight other soldiers rushed to cover her flanks, and for a brief moment, the changelings turned their attention to them.

Luna used this moment to make a sprint for the entrance. She bust the double doors open with her forelegs, and ran inside, spear at the ready.

Countless numbers of changelings lined the walls, and main area. Nadine sat on the throne with a triumphant look on her face.

“Horseapples!” Luna swore, dropping her spear.

Heading To Canterlot

“Are you sure this is a good idea?”

Starlight Jewel zipped up her saddlebag, after she had checked for the hundredth time that all the required necessities were there. She and her sister were packing their bags in one of castle`s spare rooms, getting ready to head out with The Mane Six.

Starlight turned around to face her sister. “What are you so worried about?” She asked, frowning.

They had all decided that they were going to travel to Canterlot by train, and then figure out what to do next when they got there.

“”Not a very reliable plan!’’” Sorea had grumbled, when they had come to their conclusion. Twilight hadn`t liked it either, but none of them knew how to deal with Nadine.

“Hmmm…let me see….” Sorea began sarcastically. “We could die, rot in the Royal Dungeon, become Nadine`s personal slaves, and did I mention die?”

Starlight rolled her eyes. “You don`t have to come ya know!”

Sorea looked shocked. “The last thing Id do is leave my only sister when shes about to try to go save Equestria!”

Starlight walked over and gave her a warm hug with her arms and wings. “I love you,” she whispered.

“I love you too,” Sorea said, wiggling uncomfortably in her sister`s embrace. She had never been the touchy-feely type.

“Well, it`s time we were going,” Starlight sighed, breaking the hug. “Have you got everything?”

Sorea lifted her saddlebag onto her back with her magic. “Of course I do!”

Starlight laughed, put on her saddlebag, and headed out into the hallway. The spare room was in the same hallway as the double doors that led outside, so they didn`t have far to walk to get outside.

She burst out of the castle, rearing up on her hind legs with excitement. Starlight was just about to gallop down the short flight of steps, when she someone that made her heart leap.

A pegasus stallion was walking by the castle. He had a dark gray coat, amber eyes, and a blue-silver mane. He looked up and caught her staring at him.

Starlight blushed, and looked away. What was that?

Not thinking, she unfurled her wings, ran down the stairs to gain momentum, and shot off into the sky. She felt the gray stallion`s eyes on her the whole time.

Starlight forgot about everything (including her sister) as she flew through the sky. She relished the feeling of the wind in her mane, and closed her eyes for a second.

I should probably get to the train station…. She thought lazily. But then again, I could just stay up here….

Sighing, she opened her eyes, and folded her wings. As she plummeted to the ground she saw the train station up ahead. Oh, how convenient.

The train station got bigger and bigger as Starlight free-fell carelessly. At the last moment, she opened her wings, and skidded to a stop beside Fluttershy. The yellow Pegasus leaped in fright, and hid behind Rarity.

“What took you so long?” Twilight asked irritably. She wanted to be on time.

Starlight shrugged. “I got distracted,” she answered honestly.

Sorea gave her a suspicious look, but didn`t say anything.

The train rolled up, and ponies started to get on and off. Starlight bounced unto the train alongside Pinkie Pie, giggling.

She found an open seat in the back next to a window and sat there. Starlight looked out the window, smiling blissfully.

She just couldn`t get her mind off that darn stallion! There was just something about him that made her want to get to know him better.

“Starlight, darling, could you please explain how you are an alicorn and not a princess,” Rarity interrupted her thoughts.

Starlight sighed dramatically. “That it is a very long and complicated story…..”

“It is not!” Sorea protested.

“Ahm sure wed all like ta here it,” Applejack said, and everyone except Sorea nodded their heads.

“Well, if you insist,” Starlight began, getting more comfortable in her seat. “As some of you know, all alicorns aren`t born royalty. Many ponies think only royal ponies can be alicorns, but that is not the case. There are probably lots of alicorns out there right now, laying low and not drawing attention to themselves.

“Anyway, I was born and raised in Fillydelphia. I have three other siblings including Sorea, and two dogs. None of my other relatives ever saw me as that different. They……..they just told that I had lots and lots of potential. My friends never treated me any different, and some ponies were even afraid of me!” She laughed. “Also-”

“Ah! What`s that?!” Fluttershy cried, pointing at her saddlebag.

A tiny black nose was poking out of her bag, sniffing busily.

Starlight laughed again, and lifted something carefully out of her bag. Her friends gasped.

A delicate fox hung in Starlight`s hooves. She was a pretty reddish-gold with four snow-white paws, snout, chest spot, and ear tips. The fox looked around curiously, gazing at each of them with light amber eyes.

“This is Suki!” Starlight said, happily. “Isn`t she adorable?”

“Wow! A real live fox!” Fluttershy exclaimed, racing forward to stand beside Suki. “Why Ive only seen them at the edge of the woods, and even then, I only see a little bit of them. Shes so pretty!”

Suki gave a small little bark, and licked her on the nose. Fluttershy smiled goofily, stroked her gently behind the ears, and went back to her seat.

Starlight set Suki down on her lap, and she rolled into a small fluffy ball. They both yawned simultaneously, making Pinkie laugh.

Suki made that cat-like purr only she could do, and the pink alicorn`s eyes drooped. Soon, she was fast asleep.

Remembering

Everything is going according to plan……

Nadine shifted on her (formally Celestia`s) throne. Her gaze flicked around the room, taking in what was now hers.

The castle was grand, better than Nadine had ever dreamed. I never in all my years thought this could actually happen…..

There were only four changelings lining the walls on each side. She had assigned all the other guards to other parts of the castle, as soon as Luna had been dealt with.

Nadine almost regretted throwing her sisters in the deepest, darkest, dungeon in the castle. Almost. If she hadn`t imprisoned her sisters, she never would have got what she wanted the most: Equestria.

Nodding to the changelings, she opened the double doors with her magic, and stepped out into the hallway. The guards immediately saluted, as she trotted down the hallways. Nadine appreciated their gratitude, but of course she didn`t show it.

This is how it should always have been, she thought sourly. Instead I spent 20 horrible years with the Changelings, AND THEN my own family banishes me!

Nadine growled. Just thinking about it made her angry.

She sighed, and regained her nonchalant air, as she came to the door she was looking for. It was dark purple with light purple swirls scattered on it. It had a tent like top to it, and an image of the sun was emblazoned on it.

Now, we can`t have that! Nadine changed the sun to her cutiemark, with her magic. She laughed darkly, and stepped into the room.

Celestias`s room was a simple affair: there was a large pallet right across from the door, that had a long pillow at the front. In front of the pallet was a tall, purple, hollowed out fireplace. There was a studded crown on the top of the fireplace, and a type of dark purple vent behind it. A blue banner hung on the wall, and a small tree stood by the wall. The floor was the same pattern as the floor, and the walls were dark blue with clouds and comets speckled across it.

Nadine closed the door with a slam, and her horn glowed with a red aura as she transformed the room. The walls, floor, and fireplace turned pitch black, the tree and banner disintegrated and turned to ashes, and the wood in the fireplace sprung up into a lively fire.

Nadine sighed, and collapsed onto the pallet she had turned dark blue. She closed her eyes, and immediately thousands of memories flashed before her eyes.

Memories of flying into battle against Griffons, changelings beating her up, wandering around the changeling hive, alone and hungry, and constantly being pushed away surfaced. She skimmed through all of them, tears forming in her eyes, unbidden.

Remembering her life in the changeling hive hurt. It hurt so much. All her life, the only thing she had ever wanted the most was to be loved. If someone had invited her to play with them at school, if someone had given her a hug once in awhile, if someone had protected her from those horrid bullies, maybe her life would`ve been different. Maybe she would not have had to take over Canterlot. Maybe she would not have had to be the “bad guy”.

One thing had happened in the changeling hive that had shattered her world. One day after school, three changeling colts had approached me, and ruined my life forever. She bit her lip to stop the onrush of tears that threatened to fall when she recalled the bitter-

Nadine`s eyes flew open, as a changeling swung open the door, interrupting her thoughts. “Queen Nadine, I have some distressing news!”

She quickly wiped her tears away, and turned around. “Couldn`t it have waited?” she hissed, walking towards him. “I was in the middle of something.”

The changeling winced at her sharp tone. “Im sorry, Your Majesty, but its terribly important!”

“Fine, what is it?” she snapped impatiently.

“The Elements of Harmony are on their way here!” he informed her.

A wave of disbelief washed over Nadine. “I didn`t know they were stupid enough to actually try to stop me,” she murmured. In a louder voice, she added, “Cut them off, and catch them before they can leave the train station.”

“And then what, Queen?” the changeling inquired.

“Kill them,” Nadine said simply. “I won`t have any ponies standing in my way of dominating Equestria."

A look of surprise flashed in the changelings eyes, but he quickly nodded, and galloped off.

Nadine shut the door, and lay back down on her pallet. Flames seemed to spurt up in her eyes, as she stared into the fire. “Nothing is going to stop me from taking over Equestria.”

She bared her fangs, and her gaze hardened.

“Nothing.”

A Battle With Changelings

"Starlight? Starlight, wake up!"

Starlight opened her eyes to find Sorea shaking her awake. "What?" she grumbled, confused as to where she was. She looked down to find her lap empty. Suki must have climbed back into her saddlebag while she was sleeping.

"Get up, get up! We're already at our stop!" her sister grumbled. "Last time I let you fall asleep on a train....."

Ignoring Sorea, Starlight let out an enormous yawn, and clambered out of her seat. She gave her whole body an extra wake-up shake, downed her saddlebag, and followed Sorea out of the train.

The Elements were already outside, waiting impatiently for the two sisters. Twilight Sparkle frowned at Starlight. "We're going to have to seriously talk about your attendance time."

Starlight simply shrugged and took in her surroundings. There wasn't any other ponies at the train station, save for the conductor, them, and a few passengers getting on or off. The Elements began to go down the ramp that lead out of the train station, and Starlight followed along with Sorea.

They walked down the empty streets devoid of any ponies, in eerie silence. Starlight suddenly got a strange chill up her spine, and looked back to glimpse somepony ducking back behind a building. She furrowed her brow, and glanced at the others; it didn't look as if they had saw anything peculiar.

The group passed another building, and Starlight subtly craned her head backwards to see two ponies disappear into the shadows

"Not to alarm you guys," Starlight began in a low voice. "but I think we're being followed."

Before anypony could freak out, swarms of changelings suddenly appeared in front of buildings, from alleyways, and even some dove out of the sky, camouflaged by the thick cloud-cover. They quickly surrounded the small group of eight, and crept forward menacingly.

Fluttershy let out a high-pitched scream of fright and cowered on the ground; Rainbow Dash and Applejack looked about ready to fight; Rarity snarled in a most unladylike-like way; Pinkie Pie pulled out a large cart of pastries seemingly out of nowhere; And Sorea, Starlight, and Twilight just stood there, frozen to the spot.

"What do we do?" Twilight asked softly as the changelings closed in on them.

"What's obvious of course," Starlight sighed, rolling her eyes. She turned to Sorea, and handed her her saddlebag. "Take care of Suki and don't die."

Before anypony could stop her, the dark pink alicorn dived into the changeling swarm screaming "For Equestria!" at the top of her lungs. The rest of The Elements, (save Fluttershy) followed suit.

Sorea looked around with wide, frightenedeyes as her friends started an all-out battle. "This is ludicrious!" she cried, backing up as two changelings headed for her.

"Stop using fancy words, and get out of here Sorea!" Starlight yelled, tripping a charging changeling.

Her sister let out a grunt of frustration, and teleported out of the battle in a flash of violet magic. She appeared a distance away from the battle but was still within view.

Starlight sighed with relief, and stabbed a changeling in the shoulder with her horn.

"TAKE THIS YOU BIG MEANIES!" Pinkie screamed, flinging a wide assortment of pies at the enemy from her never-ending pastry cart.

Suddenly, when Starlight thought they were winning the battle, the changelings began to morph into different ponies: Countless Pinkie Pies, Starlights, Rainbow Dashs, Applejacks, Raritys, Twilights, and Fluttershys suddenly appeared in front of them.

"This just got a whole lot harder," Starlight sighed as she was bowled over by a Rainbow Dash.

"You can say that again!" Rainbow agreed, as she head-butted a Rarity in the chest.

Pinkie Pie growled as a changeling charged her pastry cart, and grabbed two carrot cakes. She stopped mid-throw as the changeling emerged itself in green light. When it appeared, Pinkie gasped in shock: the changeling had turned itself into Princess Celestia!

The fake Princess Celestia stuck it's tongue out at her, and threw a chocolate cake at it with it's magic.

"Okay, that's just rude!" Pinkie said, licking the chocolate frosting off her face with an unusually long tongue. She hurled a few cupcakes at the changeling, and then ducked back behind the pastry cart.

Fluttershy tapped a trembling hoof on a Rarity doppelgänger's shoulder who was randomly shooting blue beams from it's horn. It whirled around growling.

"Ummm, c-could you m-maybe tell your f-friends to stop a-attacking us?" she asked backing away a little.

The changeling lumbered over her aggressively, ready to crash it's front hooves on Fluttershy's head any moment.

"I mean if that's okay....." Fluttershy whispered.

Rainbow Dash appeared out of nowhere, and crashed into the changeling's side, her hooves contacting with it's stomach. It collapsed to the ground, winded.

The cyan pegasus turned to Fluttershy clearly annoyed. "If you're not going to fight Fluttershy, go join Sorea!"

Fluttershy sadly watched as her friend flew off into the battle, and taking her advice, lifted off into the air to go join Sorea. She landed beside the unicorn, and took the saddlebags off her back. "You can go help the others, I'll stay here."

Sorea quickly nodded, and galloped off to the battle.

Meanwhile, Applejack was facing two changelings; one looked like Fluttershy and the other looked like Twilight. She bucked the Fluttershy, sending it reeling, and the Twilight one lunged at her, trying to use it's body weight to get on top of her.

As the Twilight look-a-like tried to force her down, it suddenly transformed into a snarling changeling. "Anypony else having ah serious case of deja vu?" she asked as she tumbled to the ground under the changeling.

"Yep!" Twilight agreed, as she used her magic to reveal a dazed changeling that had disguised itself as her.

"I forgot you girls have done this before in Canterlot," Starlight said, viciously karate chopping a changeling in the withers. "It's a whole new experience for me!" The alicorn launched herself up into the air, sending mint-colored beams down on the changeling crowd.

"We have to think of some sort of plan!" Sorea yelled above the commotion. She paused to punch one Rainbow Dash changeling in the snout with her hoof. "We can't do this all day!"

"Sorea's right darlings!" Rarity said, kicking a Pinkie Pie in the stomach. "The princesses are in trouble."

"Alright, how about you guys keep the changelings busy and I go confront Nadine?" Starlight suggested, knocking a undisguised changeling out of the sky.

"Alone?" Sorea asked a bit hysterically. "Are you crazy?!"

Starlight smirked. "A bit."

Rainbow shrugged before kicking a Starlight in the gut. "I think it's a good idea."

"Sure, why not?" Twilight said tiredly as she blasted two changelings a few yards away. "Anything to save the princesses. But I think somepony should go with you."

"Sorry, but I need you girls to stall the changelings," Starlight said, starting to fly towards the castle. "I need all the time I can get."

"Be careful!" Sorea yelled.

"Good luck!" Twilight called down from the ground.

"Won't need it!" Starlight yelled back as she shot into the sky.

The Final Showdown

Starlight was starting to doubt her plan, when she saw the castle. It was a giant thing positioned on top of a hill with a natural waterfall running down the side of it. Several towers branched off from the main building, causing it to resemble a white oversized tree.

The entrance was guarded by 20-40 changelings with more look-outs on towers, so Starlight had to quickly drop behind a building before they spotted her.

Now, what do I do? She thought as she skidded to a stop on the ground. Starlight tucked her wings behind her, and peeped around the corner.

She obviously couldn`t go through the main entrance, or risk being killed, and jeopardizing the whole mission. Starlight withdrew behind the building, and silently racked her brain. There had to be some other way into the castle! There had to be!

She peeped around the corner, and studied the tall windows. “Hmmm……” she murmured. Aha! Suddenly, an idea popped up in her head. Starlight could almost see the light bulb hovering above her horn.

She used her magic to cast a camouflage spell on herself she had learned from her aunt. The camouflage spell would help her blend into any surface she came across.

Starlight quietly rose up into the air, in case the changelings noticed the sound of flapping coming from nowhere. She flew over the entrance (and the changelings) and circled the perimeter of the castle looking for a way in. She did this for several minutes.

Her eyes spotted a window directly in front of her, and because she was wasting time, her wings were tired, and the spell was about to wear off, she chose that one. Starlight crashed through the window, wincing at the clatter it made, and the sharp blades of grass scratching across her coat.

She snickered as she brushed the glass of her coat; it must have looked pretty wild watching the window just break like that!

Starlight looked up, and noticed she was in the throne room. It was big and spacious, and had a long black carpet running up the middle of it. The carpet led to a throne, and pools spilled from either side of it. Banners hung on the walls, columns stood to the side, and glass carvings shone on the wall. Everything (except for the glass carvings; they were quite beautiful) was either a dreary type of black, red, or gray. Even though Starlight hadnt been here before, she was pretty sure it wasnt supposed to look like this.

She was ashamed of this, but for one second, Starlight thought of turning and flying back through the window. Shaking herself, she looked around the room; the only thing missing was Nadine. Starlight whipped around as she heard a quiet chuckle.

As if the thought had called her, Nadine appeared from the shadows; she was a white medium-sized alicorn, with dark golden spots spread out on her left back leg, in a star shape on her forehead, and on her right wing. Her mane was dark indigo and mauve, and Starlight noticed it seemed to float and ripple through the air like suspended waves.

Piercing blue eyes glared at her, but the most disturbing thing about Nadine was her cutiemark: it was a six-pointed star set on fire the same color blue her eyes were. Beauty and ferocity seemed to battle for control in this pony`s appearance.

She looked in surprise at Starlight. “Hello, my little….alicorn,” Nadine hissed softly. “Who might you be?”

“My name`s S-starlight,” Starlight managed to choke out.

“Hmmm, I`ve never heard of a fifth princess….”

Starlight awkwardly unfolded her wings. “I`m umm, not a princess….”

Nadine advanced a few steps. “Interesting. And for what reason have you foolishly come here?”

Anger welled up in Starlight. “To defeat you!”

The opposing alicorn`s laugh echoed throughout the throne room. It was a beautiful little laugh that reminded Starlight of church bells ringing. The only thing wrong with it was the poorly disguised sneer embedded in it.

“You really are a stupid little thing!” Nadine sneered, starting to slowly circle Starlight. “Just because you`re an alicorn does not make you invincible.”

How dare her! Starlight growled, “Well, underestimating your opponent is a sure sign of stupidity!”

Nadine seemed truly taken aback with this. “Such large words, for such a small pony.” She said, and stopped pacing to stand in front of Starlight. “What makes you think you can defeat me?”

Starlight had not thought about that. “Umm…..”

Nadine yawned. “Im bored; its time to die!” She sent a red beam from her horn, right at Starlight.

Starlight barely had time to think before the beam shot at her. She narrowly missed it as she jumped out of the way. “Wow, wow, wow!” Starlight said, turning towards Nadine. “You`re trying to kill me already?!”

“Yes, I can`t waste my precious time on the likes of you.” She half-heartedly sent another beam at Starlight that went right over her head, as she made her way to her throne.

Starlight watched Nadine carefully, desperately trying to think of a plan in her mind. She quickly moved to the side before another beam could get her, and suddenly felt searing pain on her leg. Starlight turned her head to see a long red gash there. She cried out in alarm.

Nadine quietly chuckled. “Don`t be such a foal,” she said her horn glowing with a red aura. “There are far worse things I can do to you….”

Starlight closed her eyes, blocking out the condescending voice of Nadine. Okay, okay, I`ve got to think rationally about this. She thought. What drove Nadine to be so cruel? Had something happened to her? If possible, what?

Starlight bit her lip so hard it broke the skin. Hmmm, I wonder if the changelings were nice to Nadine……What if something happened to her at the changelings' hive? If she was scarred, couldnt she had done her actions out of hate? If that was true, didnt that mean-

“Ahhh!” Starlight collapsed to the ground, screaming in agony. She hadn`t seen the beam coming at her until it was too late.

It felt like tiny flames were seeping through her coat, and into her very bones. She had never experienced any pain like this before, and she hoped she never would have to go through it once more.

“Why dont you just give up?” Nadines voice seemed very far away. “There`s no way you can win.”

Starlight fluttered her eyes, struggling to stay conscious. She painfully heaved herself up on her legs. “Because…..” Starlight gritted her teeth against the pain, a mint-colored aura surrounding her horn. Her eyes flew open. “Because I know your weakness!”

For a moment, Starlight thought she saw fear flash in Nadine`s eyes, but it was quickly replaced with scorn. “You ignorant little fool! I do not have a weakness-“

“ITS LOVE!” Starlight screamed, a burst of mint magic shooting from her horn. It lifted Nadine into the air, and surrounded her in a large pink bubble. Nadine screamed, and shouted curses, as the spell worked its magic on her.

Starlight concentrated on the spell, pouring every ounce of love she could into her magic.

Nadine let out a blood-curdling shriek as the bubble completely hid her from view, and a mixture of mint and pink light bathed the room.

“Oof!” Starlight suddenly felt herself flying backward. She crashed into the far wall, and fell limp to the floor. The last thing she remembered before drifting off into unconsciousness, was hearing a familiar voice ask, “Where am I?”

Author's Note

How did you like the ending? Tell me what you think! :pinkiehappy:

Bye!

~Jewel

Epilogue

Moonlight shone down on Canterlot, illuminating the party taking place in the castle garden. A lone alicorn sat on the balcony over-looking the festivaties. She was very beautiful with a pure white coat, light golden spots, a flowing light pink mane, and unsettling icy blue eyes. Still, nopony had figured out how Starlights magic spell had changed her appearance, but really she couldnt care less.

Nadine sighed as she watched the celebrating ponies. She knew she should be happy; she had almost made the huge mistake of enslaving Equestria.

Thankfully, she had been stopped, and know Equestria was in peace once more. Even though some stray changelings that had escaped the guards were still roaming parts of Equestria, they were no real threat.

Nadine had been surprised to find everypony forgiving her so quickly. But then again, Luna had gone crazy and they had forgiven her.

I guess jealous, younger siblings just run in the family... she thought moodily.

"It`s a very beautiful night," Nadine jumped as her sister, Celestia, appeared beside her.

"Umm, I suppose it is...Princess." she murmured. Nadine still wasn`t completely comfortable talking to her sisters, nor did she know how to act around them.

"Oh, you don`t have to call me by my official name," Celestia said warmly. "You can simply call me Celestia or Celly."

Nadine`s stomach pricked at the nickname. "Oh, okay."

"So, how does it feel-being free I mean?" Celestia asked after a few moments.

"Well, its very different..Its like a part of me is gone. A part that I wanted gone, mind you, but know there`s a big hole in me. Like..."

"Like your hate consumed a large of you?" Celestia offered.

Nadine squirmed uncomfortably. "Yes...."

Silence reighned over them like a dark cloud for a few minutes.

Celestia broke the silence again. "How do you like the party?"

She rubbed one foreleg against the other. "Oh, I haven`t really felt like partying. I still feel guilty. I mean, was I really that terrible?"

"Nay, you were worse!" Luna exclaimed as she lighted down on the balcony. Nadine winced at the blunt remark, hurt.

"Luna!" Celestia snapped sharply. "Don`t you-"

"No, no, it`s okay!" Nadine interrupted softly. "I acted horribly, and"-Nadine turned around to face both of her sisters-"I hope you will forgive me."

"We already have!" Luna and Celestia said in unison, and enveloped Nadine in a big group hug.

Nadine felt it again. That warm glow that seemed to pulsate from your heart, and spread all throughout your body.

The feeling of being loved.

She hoped she never got used to that feeling, because it felt so extraordinary and special whenever she felt it.

"Cmon gals, enough sappyness! Lets go get our party on!" Luna said, breaking the hug and trotting to the door.

Celestia smiled, and followed her sister. She turned back when she noticed Nadine hadn`t moved from the balcony. "Are you coming?" she asked gently.

"Yes, yes, in a moment!" she called over her shoulder. Nadine waited till the door closed, and then sank to the floor.

She still didnt feel as if she belonged here, regardless if every creature in Equestria forgave her past sins. Nadine looked up in time to catch a shooting star streak across the sky. She heard her mothers voice whispering in her ear: "Life must go on, my little pony. Go to your friends."

Nadine sighed, and got up off the floor. "Life must go on." she said quietly to herself.

She pasted on her best fake smile, and went to join the party.