The Twilight Citadel

by Pyrestrike

Rating: teen
Tags: Gore, Original Character, My Little Pony: Friendship is Magic, Dark, Spike, Cutie Mark Crusaders, Changelings, Tragedy, Adventure, Alternate Universe, Main 6
Length: 32039

A new Kingdom has risen in the mysterious Antarctic South. It is the last safe-haven for the ponies of Equestria and the only shelter against the Changeling forces. The Question is though: Will they even open their gates?

It was 16 Years when Twilight Sparkle was exiled from Equestria before the Changeling invasion. Equestria fell not long after, and ponies from all over the devastated nation are searching for places of refuge from the swarms of parasites patrolling the sky. Twilight's friends have searched for years trying to find a safe haven for their families as well, and they have finally found a single location not tainted by the Changelings. The only problem; it was founded by Twilight herself.

Published 2015-03-18 08:10:02 UTC
Last updated 2020-05-21 12:24:34 UTC

Lamentation (Fixed)

"Rainbow Dash! Can ya see anything?!"

Rainbow Dash was struggling to keep flight as the icy wind blew against her face and even though she wore flight goggles she could see almost nothing but the white snow and mountains. She shook her head as she thought she felt icicles hanging from her nose and descended to the ground.

"Nope. I didn't see anything A.J. I doubt we'll ever find something around here. The storm is too thick for me to see anything about a foot away."

"Well keep searching, I saw something up here and I'm not lying about it. If we find somewhere safe from those damned bugs then maybe we can raise our families safely for a bit."

"Applejack, I know you want what's best for your family. So do I, but in order for us to do that we have to watch them and see that they grow into the best ponies that they can be. We can't go on these trips anymore, the Changelings have already taken Equestria, but I have a feeling that they won't try to expand further without much consequence."

Applejack sighed and sat down on a nearby rock and took off her stetson. She shook off the snow that was on it and put it back on her head while staring out into the tundra.

"Don't ya ever get tired of running though? I've seen what those things do to ponies once they catch them, and it ain't pretty."

"As long as my family and friends are safe then I'll run a thousand miles for you guys."

"Yeah, but I wish we should've believed Twilight all those years ago. We could have stopped this entire thing from happening and instead we let that bug outwit us, and now here we are. When Twilight was sentenced to exile I just stood there and watched."

Canterlot Castle: 16 Years ago

"Please Princess you've got to believe me! Cadence isn't Cadence!"

Princess Celestia frowned and turned to her former student as she was locked in a magic-proof cell. She paced about the dungeon as she contemplated what to do with the lavender mare now. Applejack and Spike were watching as she pierced the soul of the poor unicorn with her gaze.

"I'm sorry Twilight, this is your doing. You are the one who kept accusing her of being evil without any solid proof whatsoever. And by doing so you have caused chaos and turmoil in the castle thanks to your antics."

"But Princess, the mind-control spell she had been using, her eyes, the horn aura, she's not the Cadence I knew before!"

"I WOULD HAVE BELIEVED YOU, IF YOU HADN'T TRIED TO ASSAULT HER WITH YOUR MAGIC!!!"

The room shook as the Princess used her Royal Canterlot Voice and nearly blasted the eardrums of the ponies inside the dungeon.

The Princess regained her composure and saw Twilight with her head down in regret.

"Twilight Sparkle, under Canterlot law you have assaulted a royal, caused multiple property damages to the castle, and nearly killed a member of the Royal Guard. The punishment for this would be the death sentence, but since your friends persuaded me so you shall instead be cast into exile, never to return and to never associate yourself with any of Equestria's affairs.

Twilight gasped as she heard the words come from the princess' mouth and started panicking as she saw her charging her horn for the spell to send her away.

"W-What! Please Princess, I'm sorry for not going to you first instead of carrying out my own plans just please don't send me to exile! All my family and friends are here! Please I beg you!"

"I'm sorry, you brought this upon yourself my student."

"W-Wait! Please! Applejack, please help me!"

"I-I'm sorry Twilight, it's for yer own good." she said.

"Spike?" Twilight whimpered hopefully.

Spike went up to the bars of her cell and held her hoof with tears in his eyes. He then stepped back and nodded to the Princess.

"I'm sorry Twilight."

"No! Please! No! Spike! Princess! APPLEJACK!!!"

"Applejack! Applejack!"

The cowpony immediately got out of her trance and looked around. She was still sitting on the rock from earlier and the snowstorm seemed to have settled down after her memory.

"Applejack are you okay? You kind of just blanked-out after you sat on that rock for a few seconds."

"I'm fine, just a bad memory that's all. Let's head back to camp, I'm sure the others are probably worried about us."

"Hey, I know we could have stopped this if we believed her but the past is in the past and the future is coming. It's best we get ready for it now."

"Those are probably the wisest words I have ever heard from ya Dash."

"I guess I realized that joining the Wonderbolts was just a silly dream, and that I should focus on important things. Besides, I already got a squadron of my own to take care of now."

Both of the mares shared a chuckle and started trudging through the frozen tundra. Rainbow Dash thought she had saw something but ignored it as the wind blew in her face once more. White snow had gathered on their foreheads once they got to the mouth of a cave. They walked in and shook themselves free of the cold blanket while taking their scarves and goggles off.

"There you two are! I've been trying to search the entire camp for any signs of you both for the last 5 hours!"

Rarity had galloped up to them and poked the aforementioned mares with her hoof. She panted as she regained her composure and tried to find words to say but was too tired to speak any longer and lowered her head in exaustion. After a period of panting she raised her head and glared at the two again.

"How the buck did you get the idea into your head that you could wander off like that in the middle of a bucking snowstorm without telling the rest of us first!"

"Sorry Rarity, we just saw something in the distance and we thought we should check it out."

"Blah, blah, blah. You always have these excuses for your antics, you have a family to take care of for crying out loud!

"Hey! We went out there because we thought there was trouble, don't you think we should try to at least defend ourselves instead of running all the time!" Before the three were about to throw punches a guard came up to the trio with a worried look on his face and interrupted the fight.

"Excuse me Elements, but we found somepony unconscious near the entrance to the hideout."

"Is it one of ours?" Rainbow asked.

"The face doesn't seem familiar to me ma'am." the guard replied.

"Crap. It may be a changeling scout playing possum with us. Use extreme caution and subdue it and seal off the entrance. Am I clear?"

"Yes ma'am, but what shall we do if it isn't a spy?"

"Then take him or her into the infirmary tent and ask Fluttershy to treat the pony with caution."

The guard nodded and gestured to his comrades to the front of the cave entrance while the 3 mares watched in anxiousness of the situation. The guards picked up the pony and laid it on a stretcher and brought it inside the cave. The guards dusted off some of the snow off the pony and gasped at the sight. He immediately galloped to the Elements and stopped with his eyes shrunken to the size of pinpricks.

You three may want to see this, and trust me this may shock you."

The guard escorted them to the unconscious pony and cleared more of the snow off of it's body. The three gasped and Rarity fainted as the image of Twilight's cutie mark was revealed, emblazoned on the suit of armor that the pony was wearing.

"H-How is this possible? She was exiled, I saw her gone in a flash."

"It beats me Applejack, but this pony isn't Twilight so why does he have a suit of armor with her cutie mark on it?

The pony started to wake up and Rainbow Dash and Applejack stepped back as he groaned in pain. The pony tried to get up but was to weak to handle the weight of the armor he was wearing and collapsed.

"I guess he'll have to tell us that himself then."

Explanation (fixed)

"Are you certain it was her's?"

"Yup, I could recognize that cutie-mark anywhere Rarity. I know she's out there, somewhere."

Fluttershy, Applejack, and Rarity were walking to the dining tent. While they were walking they were contemplating what to do with the stallion in the infirmary tent.

"I still don't get why her cutie-mark is on that stallions' armor in the first place. Let alone her being alive after all these years."

"Me neither Fluttershy, but if there's a small chance she might be alive still then we have to look."

"Don't we have other important things to attend to? I mean we have to make sure that we keep our little angels safe from those ruffians. By the way, how are your daughters doing Applejack?"

"They're a wild bunch, always wanting to go outside and play with the snow. Katy Apple is doing great with Cheerilee and is
learning what she can these times. Fireside on the other hand... She's just like Applebloom, almost too adventurous for her age. I mean I know she's already 15 and all but these are dangerous times for a young mare like her to go off on her own."

"Well I'm sure you'll manage, I mean I had to raise 2 colts! You don't know what kind of horrible things they can do to you darling, and I'm pretty sure that Crowntop and I agreed not to have anymore. But have you seen Rainbow Dash's daughter? I swear she looks like and exact clone of her! And to think what she'll start acting like once she reaches her teenage years."

"Nah, Sky Specter's okay in my book, in fact I think she was the most reasonable one in the family you know."

"Thank Faust I haven't had any fillies with Mac yet, who knows what'll happen with you talking about them as such a bad thing."

"Oh, don't worry darling, you're the most kind pony I've ever known in my life. You're strict when necessary and kind as well. I'm sure that if you had children you'd teach them a lesson and they'll turn out proper."

"Thanks girls, but I wonder. What would happen if we met Twilight's children one day. What would we say? What would we do? Should we apologize? Or should we leave them alone? I just don't know!!!"

"Calm down Fluttershy, I guess we'll never know unless we actually do meet her children one day."

They approached the large tent and saw nothing but darkness. Cautiously, Rarity lit her horn and nudged Applejack toward the table. There was a giggle underneath the table which confused the ponies in the tent, Applejack looked underneath the tablecloth and saw a grown mare and a young filly with a wide smile hidden inside.

"SURPRISE!"

Just then the room exploded with party supplies as Pinkie Pie and one of Applejack's daughters tackled her to the ground as the room lit up suddenly and everypony in the tent started laughing as they got up. Applejack smiled wide as her daughter continued to hug her while on the ground. The little orange bundle of adorableness had tiny bows in her golden mane that she tied herself to look nice for her mother on her special day.

"Well I thought something was under that table! But why are you doing this? It ain't somepony's birthday yet is it?"

"Well it's your birthday mommy, don't you remember?"

"Yeah, It's your birthday silly! Unless you're a Changeling, which I would immediately blow your head off with my party cannon by the way. But I highly doubt that scenario ever happening in the first place. Am...I...Right...AppleJack?

Pinkie put on a dark smile as Applejack backed away and nodded sharply at the crazed party-mare.

"Pinkie! There are foals in this room you know!"

"I'm sorry, I just had to make sure. Can't be too careful these days, now let's get this party started people!"

While the small party had gotten into full swing, Applejack couldn't help but wonder where her second daughter was.

"Hey Pinkie! Where's Fireside?"

Pinkie put her hoof to her chin for a moment before answering. "I honestly have no idea!"

Frowning at Pinkie's answer Applejack replied. "Gee, thanks..."

Just then Rainbow Dash burst through the entrance of the tent with an amazed look glued to her face. She was holding the chest plate of the stallions' armor in her mouth and set it on the table in the middle of the tent.

"You girls won't believe this! I was just about to take this to the armory when one of the trainee units accidentally blasted me with an energy bolt!"

"WHAT!"

"It's okay though, thanks to this bad boy. I checked the armor and I didn't see a scratch on it!

"Rainbow Dash please be careful next time, and you said it was a trainee that hit you right?

"Yeah, he did. Then I asked some of the veterans to hit me with the armor on. They used so many spells and curses on me but the armor here still looked brand-new! After they were exhausted using magic I put the armor on one of our training dummies and let them have fun letting loose on it."

"What happened?"

"Oh, the armor gave off some sort of magical pulse that knocked them back every time they hit it. Trust me, it was hilarious!
The rest of the elements except Pinkie rolled their eyes and stepped toward the armor.

"Whoever made that must be a very good blacksmith then."

"Well not just any blacksmith Applejack. In order for somepony to forge armor of this kind of durability would require alloys which can only be made with both unicorn, pegasi, and earth pony talents combined through magic."

"You're right Rarity, and I can only guess that a certain unicorn had something to do with this."

"It might be her or not. A handful of great scholars and mages can do this."

"Hey! Is it just me or did I just miss a party. Who the hay forgot to invite me! I see this cake and it's delicious, I know one of you tried to deny me a treat but I'll find you!"

The party continued as Pinkie entertained the guests and the elements talked more about their lives and parenting. Applejack sat in the corner writing in a journal until Katy interrupted her.

"It's time to do the birthday song mommy!"

"I know, I know, just give me a moment to finish this entry."

All of a sudden, Nurse Redheart burst into the tent with a worried expression on her face. She panted a bit before raising her head to face the elements.

"He's awake, and he's asking questions."

The elements turned to face Nurse Redheart and waited for her to continue.

"He wants to know where he is and what happened to the armor he was wearing."

"All right, but we'll need some answers from him first. Katy, I want you to enjoy the party with your friends while I settle this okay? Can you be a good apple while I'm gone for a bit?

"But what about your cake, and the wish, and the blowing out the candles?"

"I know that, that's why I need you to watch the cake and make sure it isn't stolen by any Changelings ya hear?"

"Yes mommy, I'll stay right here and guard the cake!"

"That's a good filly. Let's go girls!"

Redheart and the elements galloped through the cave and stopped until they reached a large tent with a big red cross on the front of the entrance. They walked in and Redheart guided them to where the pony was and gestured to them. The stallion took notice of his visitors and turned his head slowly to face them. He smiled softly and sighed, coughing as he did.

"I see that the ponies in charge of this place want to question me I presume?"

"That's right, now you answer our questions and we promise Redheart and Fluttershy will take good care of you. If not, you'll be tossed outta here without your fancy shmancy armor."

"Well if you want honesty I would like the same thing. You tell me the truth, and I'll do that as well."

Rarity took a glance at an object on the stallion's foreleg and grabbed it with her telekinesis. The stallion noticed this and tried to hide it but to know avail as it was ripped from his arm.

"Uh-oh, It seems my vow of honesty has been bent a bit."

The appearance of the stallion warped as it shrunk from a muscular and well-built stallion to a meek teenage colt as the Element's eyes widened and stepped back. The dark red that had first made up his coat was quickly being replaced by a lighter shade of grey. His mane had also changed into a bold navy blue and his eyes changed color into a deep lavender. The colt grinned sheepishly while the elements glared at him with confusion and suspicion.

"How the hay did you do that!" Applejack questioned.

"Um, magic trick?" the colt replied.

"Don't play dumb with us! Are you a Changeling? Where's your hive? Did you follow me and Applejack? Are you a Spy?"

"Please don't let her hurt me! I'll answer your questions just don't let her get near me!"

The other elements then pulled Rainbow Dash away from the colt and set a chair for her to sit on.

"Look sugarcube, I know you're just a nice colt who got lost, so answer the questions and nopony'll get hurt. Understand?"

The colt nodded sharply and awaited the first question.

"What's your name to start this off."

Another teenage filly overheard the conversation and stared into the tent undetected as she saw the colt on the bed and looked around the room to find if others have noticed her. She crawled under the tent and leaped for a bunch of stacked crates filled with red apples to hide while the interrogation continued.

"Comet Shard, ma'am"

"A nice name you have there. How did you do that trick where you changed your appearance?"

"I an advanced illusion spell that my mom taught me when I was eight."

"But darling, if what you are saying is true then it would have drained your magic reserves trying to maintain it." Rarity explained.

"He must be lying then! I knew it!" Rainbow blurted.

"Shut up and let me talk Rainbow Dash. How did you manage to keep that disguise on for so long?"

"Powerband, it triples the magic of the user to perform more complex spells with less effort. Another thing my mom made." The colt pointed to the bracelet in Rarity's magic, the others slightly impressed by it. Rainbow Dash sat with a disapproving look on her face while Applejack thought for a bit about the info she was receiving.

"Alright then, next question. So do you have a home somewhere or are there any towns or cities nearby?"

"One that I know of, it's where I ran away from and the reason why I had that disguise on.

The elements' eyes widened and nudged Applejack to continue. "Would ya be kind enough to tell us where that is?"

"Nuh-uh, my mom told me never to give ponies you've just met personal information like that." The teenager said, the Elements deflating slightly.

"Alrighty then, Where are your parents?"

Comet looked down to the floor of the tent for a moment before answering. "My dad died when I was only six and my mom is too busy doing stuff up in the castle, so why should I care? It's not like they love me anymore anyway."

"Hey, I know that's not true. Your mom would never stop loving you no matter what you do."

"But I have a plan though, I'm gonna join the Stardust Guard and become a hero like my dad was and she'll never ignore me again."
Comet threw his forelegs in the air to emphasize this and dropped something onto the floor. Applejack noticed this and picked the object up.

"Hey! Give that back it's mine!"

Applejack examined the object much to Comet's chagrin and saw that was a silver and lavender colored badge which read, "protector vitae crepusculum, bellator lucis, et peperit iniquitatem , et mittere ad vesperam" Struggling to understand it, Applejack turned to Comet for him to answer.

"What the hay does any of this mean?" she asked.

"It's Satin for "Protector of Dusk, Warrior of Light, Bring forth evil and send them to Night." It's the creed of the Stardust Guard, and that was my father's badge he wore before he died in battle with the Changelings. It's the most precious thing I have left of him."
Applejack handed the badge back to Comet, which in turn snatched the badge away from her grasp and turned away from the elements.

"I'm sorry about your father Comet, but I can promise you that we'll get you home safely after this. All you need to do is tell us where you came from."

"But what if he's lying!" Rainbow interrupted.

"He's just a teenager Dash, nothing wrong ever happened when we stopped to help somepony."

"But what if he is a spy! What if he's trying to lead us into a trap! Don't you remember the Crusaders!"

Applejack and Rarity froze at that name and they both turned to face Rainbow with malice in their eyes.

"Don't you EVER disgrace that name! They kept fighting even though they knew they'll never make it out of Manehatten with us! Do you know how many times their faces have haunted me every time I try to sleep! Every time I see how peaceful their faces looked before they were captured by those things!"

"Um girls, should we really be fighting at this time?" Fluttershy asked, only to be ignored.

"Sweetie Belle never deserved that fate! She could have escaped with us but instead she stood with Applebloom and Scootaloo fought back just to buy us time to escape! I'll never forget that day Rainbow, never.

"Hey! You two think you're the only ones suffering, well I am too you know. Ever since Scootaloo got captured it's like a part of me died back in Manehatten. She was the closest I ever had to a sister and those bugs ripped her away from me."

The trio of mares stared at each other in a cold stalemate of tension. Finally Rainbow Dash broke and sat down on the floor, she sighed heavily and looked up to see the two other elements looking at her with neutral expressions.

"I'm sorry girls, it's just that it's been so stressful lately ever since Sky got sick. She's been coughing and wheezing at times and I just don't know what to do. I'm just doing what I think is right for my daughter, because I've already lost two ponies special to me, and I don't want to lose a third."

"Rainbow, I know you want to be as careful as you can but you can't overdo it okay? I want what's best for my children too but I also want to make sure that they get enough freedom without restriction once in their lives."

"Darling, Sky's going to be fine. I'm sure it's just a little cold, that's all."

"Thanks girls. You all seem to understand parenting more then I ever will." Rainbow said.

The sound of clanking armor was heard as several guardsponies entered the tent with alarmed expressions.

"Ma'am, there are other guards dressed in lavender armor outside the tunnel entrance ma'am."

"Uh-oh." Comet said.

"Whaddaya mean by Uh-oh?"

"It looks like they found me."

"Who found ya?" Applejack asked. Before Comet could answer the sound of an explosion rocked the cave as the sound of clanking armor suddenly stopped only to be replaced by the magically amplified voice of a young mare."

"IN THE NAME OF THE AURORA EMPIRE I DEMAND THAT YOU SHOW YOURSELVES!!!"

"My sister found me..."

Author's Note

You all must be thinking, "What the Hell did you do with the Crusaders you monster!!!" :raritydespair: Well, as I have said before, all will be revealed in time. Besides, Spike and the Crusaders (including Babs Seed) are going to play an important role in the future. That's all I'll say of the matter. :derpytongue2:

Excavation (Fixed)

"I REPEAT!!! COME OUT PEACEFULLY OR YOU WILL BE ANNIHILATED!!!"

The cave shook as another shock wave of vocal anger was concentrated onto the cave entrance. Ponies everywhere were gathering all the supplies and folding up the tents as quickly as possible with looks of terror on their faces.

"OPEN FIRE!!!"

A thunderous explosion rocked the cave as rocks and rubble fell from the ceiling and onto the camps below. Some ponies took cover while others ran deeper into the rocky cavern to escape.

"The hideout can't take much more of this! We have to get to the safe areas! I think that we can get everypony there in time without the cave collapsing in on us!" Rainbow shouted amongst the blasts.

"But Comet said that they're his folks out there Rainbow! Maybe we can smooth things out without having anymore violence happening!" Applejack said. Worry was etched in the farmmare's face as a large slab of stone had broken off from the cave ceiling and crushed a nearby tent, letting out a brief sigh of relief as nopony was occupying it.

"Are you CRAZY!!! He's the one who started this entire mess in the first place and you want to bring him to the ponies that are shooting spells at us! You can try your olive branch, but if you get stunned by an energy bolt I'm not coming to rescue your flank!" Rainbow replied.

Applejack acknowledged her response as Rainbow and the other elements ran with the rest of the crowd of ponies toward the back of the cave while she quickly galloped to the now half-folded medical tent where Comet Shard laid. Comet tried to stand up but instead fell flat on to the floor thanks to the injury on his foreleg.

"If you get me to the entrance I can probably calm them down. They're looking for me so they'll at least stop trying to destroy this place when they see me."

"Alright then, just promise me that you'll try to keep them from wiping us out. I've already seen enough destruction and death thanks to those bugs."

Comet Shard smiled warmly for a moment and regained his struggling expression thanks to the pain from his wound. A young mare suddenly popped out in front of the two and got to Comet Shard's other side and started helping to support him. Comet Shard was taken aback by the cute mare helping him stand, admiring her golden fur and red fiery mane. Applejack on the other hand was furious with the teen.

"FIRESIDE! What in tarnation are you doing! Get back with the others and stay with your sister while Rainbow and the others lead everypony to the safe areas!" She ordered.

"Mom, it's about time that something exciting happened here! Nothing interesting ever occurs, and I'm not going to miss out on this opportunity of a lifetime to see a real battle!"

"It's too dangerous for a young mare like you! I'd never forgive myself if you get hurt because of one of my mistakes!"

"Don't worry mom you've been in way worse situations like this when you were young right? Besides, I've got a strong stallion to protect me when we go out there, isn't that right?"

Comet Shard blushed heavily at Fireside's comment and started to limp faster with determination in his heart much to Applejack's surprise.

"Fine, I'll let you tag along. Just help me get him to the entrance Celestia damn it!"

After many minutes and small explosions they finally made it to the entrance of the cave and was met with a terrifying sight. Rows upon rows of ponies clad in silver and lavender colored armor were in formation surrounding the cave with the unicorn guards ready to release their next salvo of spells upon the rocky foundation. One guard, clad in completely dark purple armor saw the trio of ponies exiting the cavern and shouted her order.

"CEASE FIRE!"

The unicorn guards immediately released all the magical tension in their horns and in almost perfect sync, returned amongst the company of other soldiers in their battalion. The dark purple armored soldier gestured to a pure white colored soldier who started started walking up with what appeared to be a mare dressed up in tight-fitting clothes of nobility towards the three ponies frozen thanks to the chilly weather and the fear that they could be disintegrated at a moments notice.

"Prince Comet Shard! You're alive!"

Both Applejack and Fireside looked at Comet Shard in complete and utter shock as his title was revealed to the two mares while he put on a sheepish smile.

"You're a Prince! How come you couldn't have told us that sooner!"

"Sorry, at first I thought I couldn't trust you when I was surrounded by guards remember? So I pretty much kept the truth about my heritage a secret from you all." Comet replied sheepishly.

"That would have really helped us in our little interrogation earlier, we could have treated you a bit nicer from what you've told us."

The soldiers were standing in front of the whispering ponies as they were bickering until the white armored guard poked Fireside in the back with his spear.

"What! Oh, sorry about that."

"It would do some good to address an enemy or comrade with some form of respect the next time this happens my Prince." the guard replied.

"Silver Shriek, Macrame! It's good to see you both, how have you been eh? Did you get the present I got you both on Hearths Warming Day?"

The white armored stallion gave a stern glance at Comet Shard and replied in his emotionless tone.

"His majesty should focus more on the tension of your guards at the moment, and the plushy you got me is hanging on my wall, with several knives pinning it there."

The mare next to the guard gave him a scowl before moving quickly to Comet to inspect him. "Goodness! Your majesty should be more careful when going out into the snow like that! I'd hate it if you got frostbite and had to be carried around all day! This scarf you got me is barely keeping me warm at all! But I'm happy for your generosity." The pony named Macrame said.

"Good to know! Uh, anyway how was the kingdom when I left a few weeks ago?" Comet asked.

"Disgruntled, disorganized, and distressed since your disappearance your majesty. Your sister awaits atop the cliff as we speak, and if I were you I would probably start running."

At Silver's saying, the dark purple guard opened her wings and flew towards the ponies with majesty as she settled softly on the powdery snow with little effort. Comet was a little nervous thanks to Silver's advice and the fact that the mare in question was walking menacingly toward him.

"H-hey Meteor Shatter, u-um how are you?"

"Good, are you hurt or injured?" she asked darkly.

"On my right foreleg, I think it's broken. But nothing a trip to the medical ward can't fix."

"So no seriously horrible injuries for me to worry about?"

"Nope, all good here." Comet answered.

"Well that's perfect then.... cause I'm gonna kill you myself."

The mare grabbed Silver's spear all of a sudden and knocked Comet on the head with the wooden part repeatedly until he was on the floor begging for it to stop.

"Ow!... Please Stop it!... I'm sorry if... I turned the kingdom... upside down... when I left!" Comet cried.

"UPSIDE DOWN! YOU THINK THAT'S ALL YOU DID! DO YOU KNOW HOW MANY DAYS IT TOOK ME, SILVER SHRIEK AND MACRAME TO FIND YOU IN THIS CELESTIA DAMN WEATHER! IT TOOK FOUR DAYS FOR ME TO TRIANGULATE YOUR LAST KNOWN LOCATION NEAR HARROWFANG, AND ANOTHER DAY TO PREPARE FOR THIS TRIP, AND ANOTHER EIGHT DAYS TO FINALLY FIND YOUR ASS IN A CAVE WITH WHO KNOWS WHERE THESE PONIES CAME FROM! I SHOULD PROBABLY HAVE THEM ALL EXECUTED THANKS TO YOUR STUPID DECISION!!!

"Hey! Leave them out of this! They're the ones who saved me in the first place so you should be thanking them for what they have done!"

The enraged pegasus glanced in the direction of the other two ponies and slowly calmed down. The pegasus took off her helmet to reveal a cream colored mare about a few years older than Comet with long flowing violet mane. She looked with a small frown at Applejack and turned to face the cave which the prince came out with the two of them and sighed deeply.

"He's right, I'm sorry for acting this way. I am in your debt for saving my haybrain of a brother."

"I-It's no problem r-really, we weren't r-really going to leave him o-outside with those bugs flying around and about. Um, are you going to yell again? Cause I'm gonna have to cover my ears before they explode."

"Yeah I see your point, I'm sorry if I seem scary thanks to the loud voice. It's really just an amplification charm my mother put on my helmet. So tell me, who's in charge and why are a bunch of ponies hiding out in a cave in the middle of nowhere?"

Applejack stepped forward and tipped her stetson to the armored mare to give her answer.

"I'm one of the ponies whose in charge of this here camp. You mess with it, and we're going to have a real big problem you hear." Applejack threatened, despite how hopelessly outnumbered she was.

"Excuse me if I'm asking this but, why not journey to one of the towns a few miles from here? I can assure you that they would be much more comfortable than... um, this." Meteor asked, shrugging off Applejack's threat.

"Too many Changelings have been sighted around these parts. Plus, I saw something mighty strange when I was scouting with my friend Rainbow. That, and that we have too many wounded ponies to risk moving all of a sudden. You do have a point though, we've been here for over five years and done our best to survive, but without anymore supplies we won't make it into the next month or so."

Meteor nodded and looked to the sky and then turned to Comet Shard with a stern expression.

"Mom's worried about you Comet. She's been sending expeditions like this far and wide to try and find you, she'd been pulling her mane out on her throne or staring out on the balcony towards the borders when you went missing. Things have been nothing but hard on her since dad died, and I'm trying to help her run this kingdom in any way that I can. It's about time that you take responsibility and help mom too."

"Um excuse me, Miss Meteor Shatter, um are you still going to assault our hideout still? Cause I'm gonna start running if you still are." Fireside asked.

Meteor looked to Fireside who visibly shrank under the armored mare's gaze and then toward the cave again. She thought of what to do finally and flew up while putting her helmet back on to address the soldiers waiting to attack.

"STAND DOWN! THESE ARE INNOCENT PONIES, WE HAVE NO RIGHT TO CAUSE ANY HARM TO THEM AT ALL! STAND DOWN!"

The soldiers lowered their weapons and stood attention awaiting further orders from their commanding officer while Applejack, Fireside and Comet all breathed a sigh of relief. Meteor Shatter flew back down to the group and looked toward Applejack.

"How many ponies are in that cave?"

"Five hundred and seventy two ponies. Most are civilians while a small portion came from survivors of the Equestrian Royal Guards, both Lunar and Solar divisions. We have cooks and chefs located near the supply tents, ponies such as elderly, wounded, fillies, and colts near the infirmary tent near the back of the cave for safety, guards or military units near the armory, the safe areas where we need to take shelter in case of emergency, and finally the meeting tent where we contemplate what to do about different situations."

"You sure know how to keep track of everything around here." Meteor complimented.

"Yeah, it's a habit me and my friends got from another old friend of ours. Besides, you can't be too careful since we are dealing with Changelings aren't we?"

"Almost sounds like you're talking about my mother. She's obsessed with organization and whatnot. Excuse my lack of manners, I am Princess Meteor Shatter of the Aurora Empire."

"Pleasure to meet ya yer highness, I think It's best we all go inside and straighten things out with the others." Applejack suggested.

"I second that notion, wouldn't want even more violence in this scenario now do we?" Silver said.

"Please let's get out of the cold. My name is Macrame, not Frozen!" the wrapped up mare complained.

"All right then, give me a moment then." Meteor said as she walked through the small group of ponies and put her helmet on again.

"YOUR ORDERS FROM HERE ON OUT ARE TO REMAIN IN A VIGILANT STANCE! ELIMINATE ANYTHING THAT TRIES TO THREATEN THIS CAVE! DO YOU UNDERSTAND!

The formation of soldiers on the cliffs shouted back, "SIR YES SIR!"

"Good. Shall we go inside?" Meteor asked.

The sound of somepony clearing his throat was heard as Comet was writhing a bit on the ground in pain with a slightly angry look.

"Oops, let me help you up." Fireside offered.

Fireside grabbed ahold of Comet's hoof and pulled, only managing to slip on a patch of ice and fall backwards onto her rump. The now fallen young mare had a tinge of embarrassment on her cheeks as Comet Shard snickered at the sight until he felt the sting of a freshly made snowball hit his face.

"Ouch! Aren't I in pain enough already!"

Fireside started laughing and dodged a snowball that was launched with magic from the still sitting prince.

"Will you two lovebirds stop playing around! If you want to do all that you should get a tent! We've got a lot of explaining and work to do now that we have friendly guests here so hurry up!" Applejack said angrily to Fireside.

The two blushed at the comment as Fireside got up and helped Comet get to his hooves as they all entered the cave. Unbeknownst to them, a lone guard had sneaked off in the commotion. Once he checked to see if he was alone he transformed himself into a creature with a pair of blue eyes and chitinous coat. He unfurled his insect-like wings and proceeded to take off towards the direction of Equestria, eager to inform his Queen of what has happened.

Breifing (Fixed)

Equestria was a wasteland. Ever since the Changeling Invasion the entire nation descended into a state of decay and death for all who stood against the Changelings. Cities crumbled and villages burned as the parasites struck from above and took settlements in mere minutes. Canterlot on the other hand had been transformed, better for the Changelings, and worse for the Ponies, The city was now christened with a new name to fit its hollow occupants, Insectious. Emerald green banners flew from every spire of the once lush and beautiful metropolis. Changelings of every size and age roamed the streets minding their own business, selling ponies like food in a marketplace had become common in the city. Any who attempted to flee were quickly dispatched by the drones that patrolled from the skies. The queen now lived in luxury and comfort as she oversaw her beautiful kingdom. A kingdom however that was threatened by the rise of the Aurora Empire. A threat that she vowed would see extinguished at once.

"Lord Shiftwing!" she cried.

A Changeling draped in a green cloak and with a wide brimmed hat on his head entered the former throne room of Princess Celestia and stopped before the chitinous throne. He was a bit taller than most Changelings but was still shorter than the Queen, he raised his head and stared at the imposing monarch with green tinted eyes.

"Do you have the latest status report on our enemies?" she asked.

"I do in fact." the lord replied simply.

"Well... give it to me!"

Shiftwing sighed and levitated a letter from underneath his cloak into the Queen's hooves. She was about to start reading until Shiftwing decided to interrupt her.

"Patience doesn't seem to be one of your virtues my Queen. How do you expect to continue ruling the kingdom with an attitude like that?" Shiftwing asked.

"Shut your mouth and let me read."

After her remark the chitinous monarch returned to her skimming while the lord proceeded to look outside the window in boredom. Her bug-like eyes continued to scan the piece of parchment and taking in any information that seemed to be of use.

"So the Elements have been hiding out inside a damn cave all this time! When I get my hands on the leaders of the search parties I've sent, I'm going to rip their wings off, roast them in the kitchen and then throw them to the poor while they watch." Chrysalis ranted.

"Again with the violent personality. I honestly don't think you can be much more of a tyrant then you are now."

"Would you just....! Bah, forget it, it's impossible to reason with a Changeling that was hatched too early."

Shiftwing turned swiftly toward the Queen and replied darkly to her insult. "Now that's just rude, bringing such personal things to light." He walked up to the Queen and snatched the letter much to her dismay. "So the Bearers of the Elements have finally met the Aurorians. This is a serious problem isn't it? So as your humble Lord of Information and Deception, will you allow me to dispatch my agents and have them eliminate them all? Or would you rather have my current spy continue to send more intelligence until we finally reach the perfect moment to strike." Shiftwing asked, his eyes gleaming dangerously in the shadow of his hat.

"No, I don't wish to eliminate them yet. In fact, this is actually a perfect opportunity." she answered, the gears in her mind began to turn to produce more twisted schemes.

"Explain then."

"Since the Elements will no doubt try to find another habitat worth surviving in after their dicovery, they will attempt to gain access to somewhere... less, dank and dirty like that cave they've been living in for the past decade. We could use them to our advantage and let them lead us directly to where the Aurorian Capital is. Sending a small group of your spies should be enough to gather a lot of intelligence while sabotaging important targets in order for us to launch a full-scale attack on the weakened capital."

Shiftwing tilted his head and contemplated the plan in his head until giving a nod and a quick smile under his hat. "A very detailed operation if I might say so myself. But should this plan fail, then the spies that will be part of this operation will surely be slaughtered."

"Yes they could, but I have a Plan B for this operation. Your spies, should they be captured along their main mission will be assisted by another operative of yours. That operative's goal is to locate the ruler in the Aurorian Capital and assassinate him/her. The guards will then think that this was an operation staged by the Elements and they will be executed. Along with every single pony that was "involved" with them in the so called crime. Without the Element Bearers or their Ruler to keep order, the country will surely fall. Leaving us to pick up the pieces and the new Changeling Empire finally achieving total domination over Equestria!"

Shiftwing's small smile grew into a malicious grin with the excessive details of this scheme. He frowned inwardly however as he pondered the outcomes of her plan. He kept up his facade and hid his pessimism.

"If her Majesty would like, I have the perfect agents in charge for this operation. They have been personally trained by the finest of teachers, myself included. I would also like to take part in this operation myself, albeit from a safe distance of course." Shiftwing asked.

Chrysalis hesitated at the thought of sending the noble out to do this task. She knew that Shiftwing was one of the top spies and infiltrators she has ever met, and that losing him could mean her network of stealth and spying would come to a crashing halt. But she also wanted this job done right, and that no Changeling could do the task better than he could. She paused for a moment until finally answering him.

"Very well then Shiftwing, I'll let you have your fun. As long as you keep a distance on this operation and that show me these "Elite" operatives that you have chosen later on."

"Actually, I already had them selected while you were thinking Your Grace. They are perfect for this operation."

Shiftwing turned to the doors of the throne room and walked a few steps forward. The drones near the throne room doors were curious to what was about to happen but remained in their stoic positions.

"Redline! Bluestreak! Both of you report now!"

At that moment two smaller Changelings with special markings on the cloaks they were wearing appeared almost out of thin air and represented themselves to the Queen. They both looked almost identical to each other, save for the reddish and blueish tints on their eyes and chitin coats as they bowed to their Lord and Queen before speaking in complete unison.

"You called for us Lord Shiftwing?"

"I did, it's time you both have proven yourselves worthy of being servants to the Great Changeling Empire. It's time I sent you on a task that will judge you both as your final trial before becoming a Master Infiltrator."

"A task not too small to handle with the both of us involved."

"I doubt that however, this mission is extremely dangerous, and it may cost one or both of your lives." He warned.

With an almost unnoticable moment of hesitation they replied. "We live to serve our Lord."

Shiftwing looked to the Queen to see she was mildly impressed by the obedience and discipline of these twins as they awaited their orders from the Lord.

"Very well then, now both of you will be in charge of a special operation involving the elusive Aurora Empire and the Elements of Harmony."

"Ah, the Light Casters. They work so hard to bring the Light back to this nation, only to have that light extinguished and for their hope for salvation to be crushed underhoof."

"Yes, but because of the intensity and the importance of the operation I'm sending you both with multiple operatives to command. I'm also sending along with you a little side project that our Crafters have been working on for the last decade."

"What exactly is this project of yours Lord."

"Not an it, more like a who I'm sending along with you. Simply call him Project Singe, he is to be your last resort in deploying only when all else fails. Am I clear?"

"You and the Queen's words are law."

"Then go, prepare yourselves for this operation and choose who will be taken along with you. Once you are ready you are to travel to the Southern city of Prazil. I'll be waiting for you both there and we'll all travel to the Arctic together. I'm expecting progress from you both so don't fail me."

"Failure, is a word not mentioned in any textbook that we have ever read Lord Shiftwing."

With that being said, the two twins disappeared from view as they turned transparent and left the throne room with complete silence.

"I want to know Shiftwing, what... I mean, who is Singe and why are sending it along with them."

Shiftwing cackled in delight as he turned to face the stunned Queen with a mischievous gleam in his eyes.

"He is the pinnacle of stealth and strength combined into one magnificent creature of power! I just needed to test him out to see if he'll work, and what better opportunity than now!"

"So this is all just a test to you now?" she asked.

"Yes and no, unfortunately I don't wish to spoil the surprise just yet Your Grace. The only thing I can tell you about it is that the "Singe" in his name actually means something."

"But what is that supposed to mean!"

"All in good time your Majesty. All in good time."

At the last moment he trotted away from the puzzled Queen and walked to the doors of the throne room. The drones opened it and he trotted smoothly away from the throne room. Chrysalis remained confused to as what the Lord had said and continued to think what Shiftwing's word could mean.

"Singe?"

Torture

Not much is known about Queen Chrysalis's Lord of Deception and Intelligence. Only that he commands one of the most elusive and feared arrays of spies and assassins known in Equestria. Though gifted with the title of "Lord" he rarely participates in any political affairs lest it involve him directly, or unless the Queen personally asks him to. No one knows why he always wears a wide brimmed trilby hat everywhere he goes or why he rarely uses his wings to fly. An enigma is what most would call him. Chrysalis even shudders to what horrors the dark lord has in store for his enemies when he's angered. Shiftwing was in a good mood today though, but that meant bad news for the hapless underlings which served under him.

The lord was walking on the outskirts of Canterlot himself while whistling a small tune. He came up to a small mine shaft and smiled slightly. He trotted in and through the mine, taking his time as he gazed upon the magnificent crystals that lined the walls and ceiling of the cave as he continued moving. As the crystals started to appear less and less it became apparent that he was going to need some light, prompting him to use his horn and illuminate the rest of the way. Walking briskly for a few minutes the lord came towards a door in the mine. He knocked on the wood quickly and another Changeling illuminated its horn to show its face.

"Identity please." The Changeling said, holding a stern expression.

"Don't you know who I am already?" Shiftwing replied nonchalantly, annoyed by the guard.

"I can't be sure if you're really you now can I? For all I know you could be some impostor waiting to stab everyone in the back after tricking them with some nasty prank." The guard teased, knowing it was him but wanting to mess with the noble a bit.

"I'm not the damn Lord of Chaos no matter how great a job that would be, and who in the right mind would dare look to see what was behind that door. Besides there is only one Changeling in the world who can slice the throats of an entire room full of ponies in the blink of an eye." He replied with a smirk, causing the guard to clear his throat uncomfortably and opened the door to let the lord through. "Oh, and by the way, I know about the incident with that maid in the castle." He said in a singsong voice while walking, making the guard regret messing with the lord in the first place.

Shiftwing soon lost sight of the guard and continued trotting for a few moments until he came to another door. He knocked once again and the Changeling who responded immediately opened the door to let the important noble in. Knowing full well who and what he wanted the Changeling led the lord through an illuminated hallway until they reached a chamber filled with other Changelings with white lab coats. He looked around and saw the one particular Changeling that he wanted to see. He approached him and the Changeling turned to face him.

"I trust the lord is ready to hear the results of his... "experiment" I presume?" The Changeling asked.

"What else do you think I'm here for Dr. Carapace? I would like to test him a bit before we send him out to the boys in the Swarm division." Shiftwing said confidently.

"Walk with me then and tell me what exactly is this test? I hope it isn't too hard on him, I mean it took thirteen years for us to fully perfect him and he's the only subject that survived the first stages of your experiment." Carapace said worriedly. "We were lucky enough to even find him during the aftermath of the invasion still alive. Those ones in the Swarm division show no mercy as to show what he went through." Shuddering as he remembered the state the subject was in before the experiments on him began.

"But the real question here is if he's ready Doctor. You be worried about if we can deploy him while I worry about the mission he will be sent on. We can't have him lose control on the battlefield or in a stealth mission and kill everyone in sight. You know how I hate unnecessary deaths on either side of a conflict." Shiftwing thought out loud and continued walking with the scientist until they reached yet another door with a multitude of safety warnings and locking mechanisms embedded on it.

"I hope you don't have a full stomach my lord. This may be a bit sickly for the weak minded." The doctor said, opening the door with a deep groan to its hinges and revealing the horrors inside. The two found themselves in laboratory located deep in the once abandoned crystal caves beneath Canterlot. After the invasion it was used to dispose of those who had died in the fighting, both Pony and Changeling no matter what the species, were simply thrown into the cave and forgotten. No burial, no ceremony, no sympathy. The Insects themselves would retch at the sight and the smell of all the corpses and bodies desecrating in the dark.

Others however, saw the blood and bone of their species as an opportunity. Away from the public eye and isolated underground, the insects saw its use. Using knowledge gained from the conquered ponies they began conducting horrifying experiments to other creatures beneath the surface. No one on the outside could hear the screams of pain from a victim being tortured endlessly for Science. Shiftwing himself shivered as he looked upon what used to be a civil unicorn of Equestrian nobility, now a mentally tortured freak of nature cuddling a large slab of meat before ripping it to pieces and devouring it like an animal.

"He is over there if you'll follow me my lord. The subject is stable and ready to be deployed on your mark. You will be also fortunate to hear that he is willing to follow orders without question now, unlike the last few attempts we tried." the doctor spoke with a cold tone. He pulled a lever and a magical thrumming was heard as a window opened and showed a tall and slim being of metal held in restraints against the wall with various machines and devices monitoring it during every hour of every day. It looked upon the two Changelings with distaste and growled softly, almost making Shiftwing feel pity for what they had done to him. Blood and dead scales covered the floor and walls as a consequence of the creature's ravenous eating habit and the torture it endured, both mentally and physically.

"I would like to examine him up close and personal if it's safe." Shiftwing gestured to him as the doctor nodded and led him to the chamber next to the Creature. The doctor opened the door and let Shiftwing enter, both of the Changelings gagging at the smell but restraining themselves from showing their disgust. Shiftwing avoided most of the pools of blood, piles of dead scales and bits of meat, in the room while coming to a halt directly in front of the monstrosity. He gazed in awe at how magnificent it looked up close, while he still wasn't sure if it was "perfect" in his opinion he still thought it was glorious.

"It's almost a shame you know, how you could have lived a normal life and died like any other mortal in this world. But it seems I have other plans for you my dear friend." The creature growled louder at this, barely remembering its past life but also greatly loathing the bug in front of it.

"Oh, angry are you? Well I suppose that you'll have to save that anger for later my friend."

"You... not... friend...' The creature replied slowly in anger. Taking Shiftwing by surprise and making the doctor outside take his notebook and start writing down notes on what was happening.

"Hmmm, I didn't know you could talk. Tell me then, what else are you capable of?"

"I... not... speak... to... bug..." It replied.

Shiftwing was angered by this, not by the insult though, but the fact that Carapace said that he would "follow orders without question" wasn't true. He looked over and saw a table with multiple blades, saws, claws, and other tools of torture. Knowing how to use them he moved and slowly grabbed a pair of large pliers with his magic. With a calm smile he approached the tall creature with a glint of malice in his eyes. He looked over the creature trying to locate a weak spot and found a shiny object sticking out of the metal that covered parts of it. With impossible speeds he thrust and yanked the object out and was met with a low groan of pain from the creature. Now having made a weak spot he looked around and found a long green scale on the ground and jabbed it into the open wound.

"RRRRhhhhhhhaaaaaaaaaaaaaa!!!" Was the response. He pushed the scale in deeper and earned an even louder scream of pain from the creature. After a few more minutes the lord was now satisfied with himself and sent the doctor in to treat the creature now.

"The next time I ask you to do something, I would appreciate it if you just did what I told you to do." Shiftwing said while exiting the chamber. He left the doctor and decided to check on one very special prisoner in the laboratory. He passed more monstrosities that the facility had made and soon came to a large dome in the center of it all. He found the door and had the pair of Changelings guarding it unlock it much to their reluctance. Once unlocked Shiftwing opened it to reveal one of the most important beings known in Equestrian history...

Princess Celestia

Author's Note

I feel... cold, after writing this chapter. At least I improved writing style and dialogue for characters. Rejoice! That's all I'll say of the matter.

Confrontation

Marching was heard as a small group of Aurorian soldiers were moving inside the cave. Refugees looked upon them with fear and anxiety as they all but ignored them all as they continued their trek to the very back sections of the hideout. Torches and campfires were being re-lit throughout the rocky structure again as the soldiers marched to their destination with a stoic look in their eyes. That is if you could even see their eyes at all due to the helmets they wore, which covered nearly all of their faces except two violet glowing eye sockets and a mouthpiece for breathing. Both of which could be removed via the visor built into the helmet. They were armed nonetheless, some of the soldiers holding lances while others were equipped with swords yet to be unsheathed for combat. As they entered a hallway within the cave they couldn't help but overhear arguing from the other side. Causing a few of the soldiers to tense and ready themselves in case of hostility towards them as they continued trotting and listening.

"You know that this could lead to a bloodbath! Why the buck would you let them in the hideout in the first place! I thought you were smarter than this Applejack!"

"Ah know what I did Rainbow Dash! And I know that we can reason us outta this mess without conflict! But only if we can at least talk ta them without havin to go to war with ourselves first!"

"Um, girls... I think somepony's coming this way."

"Do you know how much attention you brought to the hideout Applejack! I bet the Changelings are already on their way to slaughter us all! Great job Applejack! Great bucking job!"

"Rainbow Dash! Watch your language Darling! We're civilized ponies, not a group of strippers from Las Pegasus! If this is how you were gonna act at the Grand Galloping Gala next year then I would have jumped off a cliff first than deal with those manners!"

"Um, girls. I think you should listen to me."

"I'M YELLING FOR NO APPARENT REASON!!! YAAAAAAAY!!!"

"I bet those Aurorian ponies are gonna kill us all and it's gonna be all your fault Applejack! You already told their "high and mighty" Princess that we're vulnerable refugees from a ruined country! What's to stop her from murdering us all for sport!"

"Yes, I told her we were refugees but only because I thought she could help us! When we were chatting I asked if she could help us in some way before she told me we'll do this formally later! She's peaceful and Ah know it, and if ya don't see that then how in Tartarus am I supposed ta help ya!

"So you're abandoning us then!"

"That's not what ah meant Rainbow! Please just listen to me!

"Darlings! Please stop this nonsense at once! We're already badly split up from the Manehatten incident. I don't want that to happen again!"

"MURDER! DEATH! EXECUTION! PARTIES!!!"

"Girls, they're um... here."

"Bla bla bla! I'm a traitor, I'm just gonna abandon all my friends and family because I'm besties with a princess! Bla bla bla!"

"Will you all please Shut It!!!"

Everypony in the room stopped. Even Pinkie froze in mid-air as Fluttershy looked at all of them with frustration and trotted to the center of the room. The Aurorian soldiers that were listening from the entrance of the chamber looked upon her with recognition that she was the most logical pony to speak to after that whole ordeal. The leader of the group of soldiers trotted forward and raised the visor of his helmet to show his face.

"The Princess wishes to speak to you all now. That is... if you won't show any hostility towards us?" The guard glanced at Rainbow Dash who grumbled in annoyance in return. "She will be waiting outside of your cave. I'm sure you would do well to be punctual about this matter." The guard finished and turned to his subordinates as they proceeded to trot out of the chamber.

"Well, are we gonna go or not? That's the question we need to solve now." Rarity spoke while fixing her mane.

"Count me out. I'd rather die in a musky cave than work with her." Pointing to Applejack.

Rainbow then watched as she saw Applejack adjusting her stetson before trotting to the exit of the chamber. She glanced back at her with look of sorrow before exiting the room. The rest of the girls looked at her with similar looks before they too followed Applejack out of the chamber. Once they were gone, the river started flowing as Rainbow started to weep.

"Oh Faust, isn't this how we treated Twilight back at the wedding. I shouldn't be the one to talk, I didn't talk at all when we had her trial in the first place..."

Faint sobbing was heard as the Elements (minus Dash) continued trotting to the entrance of the hideout to meet the Princess. They were met with a huge camp that had been set up as a temporary headquarters and were led to a giant tent that was nearly the same size as the meeting area with lavender and grey stripes painted all around it. Once they were gestured inside they saw a wooden table with a map of the surrounding tundra sprawled on most of the surface with a few markers with Changeling and Aurorian symbols to show troop movements scattered about the map in an unfashionable manner. Meteor Shatter and Silver Shriek seemed to be discussing something before the four ponies made their presence known by bowing.

"Good, you're here. Now sit please, and make yourselves comfortable. Or as comfortable as you can be on a wooden stool I suppose." Meteor Shatter explained while taking a seat herself with Silver Shriek moving stand guard next to her. The Elements each took their respective seats and glanced at each other to as what would happen next.

"Silver Shriek, would you kindly?" The princess asked turning to the guard and giving him a calm look. Silver complied and lit his horn to dim the lights in the tent while also levitating the troop markers into strategic positions on the table in front of the Elements.

"As you can see here on the map. My scouts have reported a large dispatchment of Changeling forces are currently making their way towards this area from the East. The estimated time for their arrival is at least three hours." The young Princess said as Silver Shriek was moving the markers with the Changeling symbol in a slow formation towards the group of Aurorian markers. "Silver, please show them the situation." the royal asked.

"Yes Princess... Due to the size of the enemy forces and the large amount of civilians here, an evacuation could take a large amount of time before all civilians can be accounted for safely, and of course the supplies that reside within your hideout would take too much time to transport before the enemy arrives. I propose a defense against the intruders by using your cave and our forces to fortify it." He finished while levitating the Aurorian markers to surround the area in a defensive formation.

"But that's crazy! Ya said it yourself that there are civilians here. We'd be putting them in harms way if we do that!" Applejack protested.

"Yes, and No Miss Applejack. You see your choice of shelter was rather wise as with enough magical reinforcement this cave can be impervious to attacks from the air. Forcing the enemy to resort to ground attacks which I'm sure you know isn't to their advantage." Meteor explained. "Plus with my forces guarding the only entrance to your hideout then I'm sure that we'll probably be able to hold out until reinforcements arrive. The only problem is how long the reinforcements can get here and if they can even make it at all." The Princess said with a nervous tone.

"And what exactly is keeping a whole battalion of soldiers coming to our rescue?" Rarity questioned.

"Most of the Aurorian forces are currently up further North near Chilldale, our city near the borders dealing with a massive Changeling siege, and down South in Starfall, our capital city. The only friendly personnel able to reach us would be from a fort a few miles to the West we came from." Meteor explained as Silver showed another group of Aurorian troop markers coming in from the right of the map.

"How long would it take fer ya to fortify the cave then?" Applejack asked. Raising her brow.

"My troops can enhance it in at least half an hour. But if they do they'll have to rest for a while as well. I can also set up defenses to help keep intruders out of the cave if you wish." the Princess said.

"Ooh! Ooh! I want to help! I can set up party mines to keep em out!" Pinkie started jumped around her stool ecstatically.

"I'll go ahead and ask our guards to help with the fortifications to the cave, and we'll need some fresh equipment to bring the Royal Guard back to its former glory if you know what I mean. Rusted armor is The. Worst. Possible. Thing." Rarity said nearly fainting from her exploit.

"Bring your troops inside once they're done so they can rest, I hope." Fluttershy meekly said as she hid behind her mane."

"I'm guessing you're all agreeing to this then?" Meteor questioned.

The girls looked at each other and nodded. "Yes" they spoke in near unison.

"Alright then. Now I'll get the preparations started for the defense. It would be appreciated if you helped as well. Oh, and once this is over I'll speak to you all again on what we're going to have to do with the ponies staying here. I'm afraid this place won't be much to live in once this is over." Meteor trotted over to a bunch of soldiers and started relaying instructions to which the soldiers started working briskly.

"So what do we do know?" Fluttershy asked.

"Ah, don't know Sugarcube. All we can do is help them defend us and hope for the best." Applejack and the rest of the girls trotted inside the cave to tell everypony the news.

Meanwhile in the skies above the Tundra

"I'm sure you've already been briefed on what your mission is I presume?"

"Indeed sir. I'm with the Fifth Swarm division now sir."

"Excellent, keep yourself hidden to the ponies until the right time to reveal yourself. This is only the first step to a complex plan from the Queen herself. Do not fail me, understood?"

"Yes Lord Shiftwing, I understand."

"Good, Let's begin then shall we?"

Battalion

High above the icy tundras a carriage made of chitin and wood soared through the skies at a steady space. A small squad of drones were escorting the flying carriage with utmost care as an attack by enemy pegasi was likely. They came to a very steep mountain and found a place to land carefully. A small bump was felt as the carriage made contact with the frosty surface and slid to an abrupt stop. With great precision and care, the other drones landed next to the carriage and took positions around the area.

"My lord, we have arrived at the peak you wished to oversee the battle from." A Changeling drone pulling the carriage said in order to inform the noble.

With a swing of its doors Lord Shiftwing and two of his personal guards exited the large carriage quickly. The lord trotted swiftly to the edge of the mountain ridge with his guards in tow to survey the terrain around the mountain. He quickly took note of the other large mountain range further away from them as he knew that the Ponies' hideout was located near it. The rest of the area was tundra, and was unimportant to the lord as he trotted away from from the edge of the ridge.

"It's rather ironic you know, how it used to be us living in a wasteland with barely enough love to sustain our hunger. And now look, they're facing nearly the same situation and environment we had, albeit a lot colder." The lord thought out loud before hearing the sound of buzzing nearby and turned to face the source of the sound.

It was another group of Changelings which flew in formation while heading towards them. At the front of the formation appeared to be a heavily armored Changeling soldier whom Shiftwing knew all too well. He trotted with his guards to an area in the center of the ridge and waited for the battalion of soldiers to land. The leader landed swiftly and stoutly first, crashing into the ice with his hooves and causing it to emit a loud crunching as it shattered where the soldier landed. The rest of the drones did the same as multiple green colored impacts of soldiers crashed onto the ice in a neat hexagon pattern and awaited orders to move. The leader however arose from the small crater he was in and trotted forward to meet the lord.

"My lord Shiftwing." he said as he took a bow before the lord. "It is an honor to meet your acquaintance yet again my lord. I suspect that you have an important task for my troops again?" The officer asked.

"As always, Colonel Web. Your troops have always completed the missions I've assigned to them efficiently, I see no reason why I should bother to ask another officer whom I have no reassurance that he will get the job done." The Lord overlooked the officer and saw that the squad of drones accompanying the Colonel had still kept their hexagon-like formation and wondered if they ever tired of waiting so long.

"It is no joke to serve the "Lord of Lies" without consequence my Lord. My troops already know full well what became of the last few who failed to meet your expectations." The Colonel visibly shuddered at the image of a Changeling officer pinned to a wall with several long knives with expression of pure terror on his face. He shook the image out of his head and returned to the task at hand. "My soldiers are currently waiting a few miles north of this position, and are awaiting the orders to march on the ponies' hideout."

"Excellent, I expect you to crush that small shelter with ease. With that out of the way, we may move on to the next steps of our scheme." Shiftwing finished as he removed his hat and shook it to remove some of the snow that had been gathering on the the rim.

"I understand, but what if we encounter the Element Bearers that you have told us about? I have also heard reports that the Aurorian Prince and Princess are also present as well. Shall we take the opportunity to eliminate them?"

Shiftwing hesitated as he knew that the Bearers were a perhaps a major problem in his plans, but wondered if they really needed to be taken out of the picture. He also knew that if used correctly the Aurorian Royal siblings could be valuable pawns in the war and the chance to take them was right in front of him. There was silence for a few seconds before he decided to give his opinion on the matter.

"Capture if encountered, you may use any force necessary but do not kill. Any fatalities among the bearers or the Royals and you will answer to me. Do. You. Understand?" Shiftwing asked darkly.

"I-Indeed my liege, but one more question just to be exact. What of the other civilians taking shelter within the hideout?"

Shiftwing again hesitated before chuckling madly. He turned to the Colonel with a gruesome smile on his face and a crazed look in his green-tinted eyes.

"Kill them all. Simple as that Colonel. Hunt them to your heart's content."

Web grinned evilly as he bowed again to the lord and gestured to his drones as he took to the air. The drones under his command followed him as they shot off from their positions and flew in formation behind the Colonel. Once the Officer was out of sight Shiftwing's smile grew as he turned and started to trot back to the carriage.

"Oh Web, if you weren't such a dim witted moth you would have proven much more valuable to me. A shame." Shiftwing laughed as he continued to trudge through the thick layer of snow on the ground.

"Sir, I fail to see your motive here. You forgot to mention that there is an army of Aurorian soldiers defending the enemy hideout. With their numbers I doubt the Colonel will even be able to lay a hoof on that blasted cave at all." One of Shiftwing's guards spoke.

"It must have slipped my mind. Oh dear oh dear." Shiftwing replied sarcastically.

"But Colonel Web and his forces will be slaughtered won't they? Why give them false hope when you expect them all to die only a few hours later my lord?" The guard questioned.

"Please, I've seen Parasprites that are smarter than that lump of waste, and his troops fare no better. Besides, what better way is there than to die smiling?" Shiftwing was now almost completely insane-looking as he gazed upon the slightly anxious pair of guards with him.

"I see, it is your will to have him die and I won't go against it."

"See to it that you won't ever again Nightwind."

Shiftwing reached the carriage and opened the door with his magic while the guards took position outside. Once the lord was in the privacy of his carriage he used his magic once more as he tinted the windows and soundproofed the walls so as to prevent anypony listening in on his conversation. He then reached into a pocket of his and took out a small green gem and focused his magic into it. After a few seconds an image of Chrysalis appeared and Shiftwing bowed slightly.

"What is it Shiftwing! I'm in the middle of feeding here!" The Queen replied angrily.

"The Colonel has been given the order to attack."

"Good, my plan has finally been set in motion. Excellent work Shiftwing, I'll also be sending you a few "playmates" so as to help you in your mission."

"I would prefer to work alone my Queen. So I advise you to rethink your decision."

"I'm sure you'll get along just fine. In fact, I think you've already acquainted yourself with one of them haven't you?"

"Oh, very well then, as long as they don't get in my way then I have no problem with partners." Shiftwing said.

"I expect a report in the aftermath of the battle. Good luck." Chrysalis said as the image of her faded along with the magic circulating around the gem. Shiftwing rolled his eyes before hearing a loud boom and exited the carriage quickly to the surprise of his guards. Another boom was heard as he hurried to the edge of the ridge and saw the Colonel's forces laying siege to the fortified cave.

"It has begun. The fall of Aurorian Empire."

Onslaught

"Scouts report that Changelings are now airborne!" An Aurorian soldier proclaimed to the guards preparing for the attack. "Everypony move to combat positions immediately!"

The camp was packed and moved inside the hideout as the soldiers began mobilizing outside the entrance and hurrying to the trenches that were dug into the snow to provide protection from the drones that would be attacking any minute now. Civilians were being led inside the cave and Aurorian soldiers stood at the ready while a magical shield was being cast to protect the entrance of the cave. It's magical surface reflecting off rays of the dim winter sun as it encompassed the front of the entire front area. More guards were quickly pouring out of the cave to join the defense with pride in their eyes. An army was assembled, ready to engage the enemy with lethal force.

Both Aurorian soldiers and Equestrian guards were ready to face the oncoming assault of Changeling drones that attempted to breach the cave. Unicorn soldiers lit their horns, ready to blast any incoming Changeling that came close to the shield. Earth ponies brandished long spears and halberds to skewer any who tried to attack from the ground along with a few armed with crossbows to deal with drones coming from the air. Pegasi were flexing their wings ready to take to the air to combat the swarm of enemies.

"All units, make your way to your battle positions at once. We must hold off the enemy at all costs!" Silver Shriek shouted as he stood atop a boulder and relayed orders to the troops that were scrambling to their posts. He too had a magically amplified voice as it pounded in the ears of every soldier making ready. "Remember, their disguises are clever, but can be seen through as well! Focus on the behavior of the enemy, and strike when they are most vulnerable!"

After a few minutes the Elements along with Meteor Shatter appeared out of the cave ready to fight. Along with a small group of personal guards to protect them. Applejack was armed as she unsheathed a large axe and was ready to defend her temporary home. Rarity had a long sword held in her magic and inspected its gleam and shine. Pinkie Pie pulled out a giant cannon out from her mane while several Aurorian soldiers gazed at the bizarre but welcome sight with widened eyes. Fluttershy wasn't carrying a weapon but had brought a small medical kit to help with the injuries that would inevitably be sustained in the fighting.

"Where's Rainbow? Shouldn't she be out her fighting with us?" Fluttershy spoke softly.

"Give her some alone time darling, I just hope she'll come to her senses once the battle starts though." Rarity replied.

"With the number of Changelings we're facing we'll need all the help we can get. If your friend decides to take up arms with us I will be grateful." Meteor Shatter explained, drawing her sword and putting on her helmet.

"Hey aren't ya a little young to be out here ya highness? I mean this is a full-scale siege we're talkin about here." Applejack questioned, flexing her neck and gazing at the Aurorian Princess next to her.

"Hmmph, If you think that I'm just a tiny defenseless little filly with a tiara on my head then you're wrong. War is something that I was born into Miss Applejack, my Father died in this war and I seek to end what he failed to finish. I know when to talk peace... and I know when to shed blood..."] The princess explained in a dark tone as she flicked open her wings and took to the air with cold grace and suavity.

The four Element bearers shivered at Meteor's last remark as Silver Shriek had descended from his position with several other guards and trotted swiftly toward the group. He had a stern look in his eyes as he stopped in front of the Bearers and bowed softly.

"The plans for the defense are complete, and the troops are all in position. All we need now is to wait for the enemy to approach and-"

A faint boom was heard as a steady stream of rumbling was heard, everypony went silent as the rumbling seemed to be getting louder and louder and the ground beneath them was shaking slightly. Everypony was puzzled as to what it was until a Pegasus guard had shouted one word that chilled every guard that was in the vicinity...

"AVALANCHE!"

Everypony turned around to see an enormous cloud of snow and ice heading directly for the shield. The Pegasi immediately grounded themselves and the unicorns began to send energy to the shield as everypony braced themselves for the impact. The snow had impacted the shield harshly while making a muffled rumble as it continued falling over the magical surface. The Unicorn guards were showing continued looks of strain as they fed every bit of magic as they can to keep the shield stable at all costs.

"Incoming! There are rocks in the snow!"

The Unicorns were now worried as they saw multiple large boulders plummeting towards them relentlessly. Once the first rock hit a loud clang was heard as the shield vibrated dangerously. A Unicorn guard next to the group had fallen to his knees, only to rise up in determination and continue his magic.

"There's too much stress! If this keeps up they won't have any energy left to fight!" Rarity exclaimed as she cast her own magic to help out.

"This ain't good. I can bet my stetson that the Changelings were planning this. They must've learned from last time we tried this on em. Damn it! I hate it when they get smart!"

After a few agonizing minutes the avalanche subsided, and the ponies reorganized themselves. The shield was battered and looked fragile as it had multiple cracks and fractures on the once pristine surface. Most of the Unicorn soldiers were now exhausted both mentally and physically as some were dragging themselves to the medical area inside the cave while others were panting heavily. A few of them were even knocked unconscious by the strain and had to be carried by other soldiers to the medics. Rarity was helped up by Fluttershy and they both turned and moved toward the cave.

"Dear Faust! My head feels as if Applejack bucked it several times in a row! I think I need to lie down." Rarity complained while ambling toward the cave. Meanwhile, Meteor Shatter had returned to the group with a controlled but angry expression.

"Damn it all! We've lost nearly a third of our defense and most of our magical power thanks to that trick. We'll be much more vulnerable in the air without the Unicorn's support and the shield will no longer do us any good except buy us a few minutes to prepare. We'll need to see if any of the civilians inside are willing to try and repair the shield, like I said before, we're gonna need all the help we can get now."

"Hey wait a minute? Where'd that Silver Shriek fella go?" Applejack questioned.

"I'm right here Miss Applejack..."

Everypony turned and saw the Unicorn commander with confusion in their eyes as he looked unfazed by the recent magical crisis that had just happened. He coughed and shook his head slightly to clear his head while the others remained silent.

"Is there something on my face?" He asked.

"H-How did ya not collapse like the other unicorns earlier? With that amount of magical energy ya must have at least a small headache or something!"

"Ooh! Ooh! I know! I think he's a Changeling Spy who's been hiding amongst us all this time and used his Changeling magic to cause that avalanche to make all the Unicorns tired and make us vulnerable to the enemy!" Pinkie Pie explained while putting a wooden sign that read "This Pony is a Bug!" in front of the commander.

"Ahem, if I was a Changeling then how would I be able to fly up the mountain and cause the avalanche in this first place? I used the Powerband that the young prince stole from the Royal Armory remember? If I didn't have this on the effects of the magical backlash would have been much worse than a headache for me." The commander stated, revealing the golden band on his left forehoof.

"Well that here still doesn't solve our problem with the incoming attack. How the hay are we supposed ta defend ourselves with a third of our forces gone?"

"Incoming Changelings! A Pegasus soldier shouted as multiple black figures were seen flying rapidly toward the weakened shield. The true battle had begun, buzzing was heard as the Changelings had commenced their attack on the hideout. As they got closer they started glowing green as energy was being used to enhance their impact on the shield. Once the first drone had reached the shield it crashed furiously into the wall of purple energy, forming small cracks on the spot it hit. Several more joined in as more and more Changelings were entering the battlefield and pounding at the shield at an alarming rate. Once they thought they had reached the breaking point of the shield they all rose a few meters before crashing down all at once on the surface. The shield vibrated violently before it shattered into thousands of pieces of magical energy.

Seeing this, Meteor Shatter took action. "Soldiers!" She shouted through her helmet. "Take to the skies!" Meteor drew her sword and held it in her teeth as she flared her wings and took off. Followed by a large group of Pegasus soldiers armed to the teeth and ready to fight. The two groups of warriors were now charging toward each other, individual soldiers yelling in fury as they closed in on their respective targets. Pinkie and Applejack watched in awe as the two clouds of soldiers finally met and the sounds of war filled the air in response. Ponies and Changelings started dropping from the air as some were too wounded to fight in the air anymore or were already dead. Red and Green blood was spilled and dropped like rain onto the white snow beneath the fight. Both mares were horrified slightly at the carnage that was taking place right before their eyes. They looked on until a drone spotted the two standing there and informed the others of its discovery.

"There! Those are the ponies we must capture! Quickly! Grab them!" The drone along with a few of its friends shot after the two Earth Ponies as they soon noticed the group of Changelings zooming toward them.

"So Pinkie, ya ready to swat some flies?" Applejack flexed her hind legs and readied her axe as she stood ready to kick some flank.

"You've got that right Jackie!" Pinkie cheerfully replied while pulling out her party cannon and aiming it at the incoming drones, much to their surprise. "Let's... Party."

Meanwhile...

"I see that the Colonel's plot to trigger an avalanche was a success I presume?" Lord Shiftwing asked the drone standing next to them. They oversaw the battle as rumbling and shouting could be heard even from where they were standing on the mountain.

"Indeed sir, the protective shield the enemy had put up was disposed of quickly after we had weakened it with the avalanche sir." The drone explained to the lord, who was levitating a telescope with his magic to see the battle up close. He took notice of a group of drones being blasted away in a cloud of confetti, and another drone getting bucked directly in the muzzle by a mare in a stetson. He laughed slightly at the spectacle and turned to the drone beside him.

"If the Colonel survives the battle then gather any information you can from him... before you dispatch him. Leave no corpse, leave no trace, and make sure that everything goes as smoothly as possible in my absence."

"Where will you be going sir? The battle has just started and you're leaving already?"

"I've seen much more entertaining battles than this one, this is practically a bar fight when compared to what I've seen. Besides... I think it's time I pay a visit to an old friend of mine..."

Author's Note

Better late than never... :twilightblush:

That's all I'll say of the matter.

Agression

"INCOMING! Enemy forces attacking from the ground!" An Earth Pony soldier yelled, pointing at the groups of Changelings flying low to avoid the defending Pegasi.

"Crossbows! Prepare to fire!"

Groups of guards that were armed with the weapons lined up in formation to deal with the rapidly approaching enemy. With keen eye and mind they focused and fired at the enemy Changelings. Most of the magically-enhanced bolts managed to hit several drones and the soldiers watched as they tumbled to the ground. The other drones that survived however knew what threat they had to deal with now, dodging and ducking bolts with frightening speed while continuing their flight toward the Aurorians.

"Spears! At the ready!" Silver Shriek shouted the orders and more guards soon took position with the long wooden pikes ready to impale the enemy. Applejack and Pinkie Pie joined in on the front lines with sheer courage, Applejack grabbed a spear with her teeth while Pinkie loaded her Party Cannon with more confetti. The Changelings saw the line of spears and charged up their horns to add more power to break through the pony lines, a few drones even used their magic to try and blast the guards forming the spear line. Neither side looked like they were going to back down from the engagement.

"Would ya look at that! Looks like these bugs are determined! Let's give em a nice sharp present folks!" Applejack braced herself along with a few guards with her to repel the enemy from getting to the cave. She furrowed her brow and planted the butt of her spear into the snow with an audible crunch to the surface as she waited. Her breath was deep and her concentration was completely towards defeating the oncoming attackers.

"Hold your ground! Keep hold until my mark! Steady... Steady..." Silver Shriek was now waiting for the perfect time to call out the order.

The Changelings were now in close proximity with the front lines as they accelerated their flying and braced themselves for impact. The Earth Pony forces were now almost face to face with the enemy, they all waited in anticipation for the order to counterattack. Pinkie Pie had completely overloaded her party cannon as it was filled to the brim with extra explosive party supplies. Applejack grit her teeth and ground her hooves against the snow. The buzzing of the Changeling forces could now be heard at full volume and force.

"NOW!" Silver screamed as the entire front line of guards thrust their weapons forward, dealing fatal damage to multiple drones that were foolish enough to end up in the path of their spears. Pinkie fired her cannon and an entire squad of attacking drones were annihilated by her questionably lethal ammunition. Applejack managed to skewer a few drones with her spear and hacked several more with her axe in a robust fashion. More drones were now attacking though, and some had managed to break through the front lines as the two factions engaged in deadly close combat.

The battle was now in full swing, the Ponies and the Changelings have brought the battle to both the sky and the ground. The fight in the air was intense with Changelings and Pegasi alike speeding towards each other and attacking with sheer animosity. The Changelings had a small advantage unfortunately as some were using they're magic to stun a few Equestrian Pegasi and go in for the kill. The Aurorian soldiers however were protected by them thanks to the magic resistant armor they were equipped with, but showed signs of worry each time they saw one of their Equestrian allies fall from the air as they had weaker magic protection. The battle on the ground was also bloody. There were now multiple incursions on the front-lines and even more Changeling soldiers were swarming to join in on the battle.

"Dear Faust! There's way too many of them! If we don't get any magical support soon then I think we're all screwed here!" Another Earth Pony soldier cried.

"Keep your ground soldier! If we lose hope then we lose the battle! Never lose faith my comrades!" Silver Shriek blasted an attacking drone from the air with his magic and used his sword to swiftly dispatch a Changeling behind him in a smooth movement. "Magical Support or not! We are going to hold these damn bugs back even if I have to use a Changeling's corpse as a club!"

"He's right though! With the amount of Changelings coming at us, we'll have a very bad situation on our hooves in no time! We'll need ta fall back before we're completely swarmed!" Applejack was fighting ruthlessly with the soldiers, but she knew that they won't be able to hold back the Changelings indefinitely. Silver nodded in understanding of the situation and lit his helmet.

"All Ground Forces, fall back to the secondary defense trenches immediately! I Repeat. All Ground Forces fall back!" Every soldier took the order and started moving back towards the second long trench that was dug further behind the Primary. Several pony soldiers we being struck down mercilessly by attacking drones, each falling to the swift blades and precise magic of the enemy. Silver looked worriedly at the cloud of battle that hung over the battlefield, he prayed to Faust that Meteor Shatter was okay in the swarm of fighting.

Meanwhile, In the Air

Meteor Shatter was fighting furiously against the airborne Changelings. Gracefully evading magical bolts and sword slashes while dispatching unsuspecting drones with her blade. Two Pegasi soldiers were accompanying her for protection against surprise attacks. She continued slash and bash into enemies until she felt something wrong in the air around her. She hovered for a second with her guards until a dark green blur shot past the guard on her left. After a second the guard started to falter in his flying and soon blood was dribbling out of his neck, he then went still and plummeted to the ground. The other guard was horrified by this act and put his sword up to block. Another blur went by and this time the second guard's wings were sliced clean off, the guard screamed in agony as he too fell to his death.

"What in Faust's name?!" Meteor put her guard up as she scanned around for the enemies responsible for the death's of her men. It wasn't long before she sensed something behind her and parried the oncoming blur in the nick of time. The blur was really a sleek looking Changeling with sharp bladed wings, it recovered from the sudden parry and flew away from the princess... only for a powerful voice to take its place.

"Well, Well, that was unexpected. My drone should have been able to knock you unconscious by now, but I guess... plans change." A stocky looking Changeling with bulky armor and large wings emerged out of a blaze of green fire. The armor It was wearing had green markings finely detailed into the chitin in order to distinguish his rank among his forces. He also had an arrogant smile on his face and drew out a long sword. "I am Colonel Web, it is an honor to meet you dear Princess, but I'm afraid you're going to have to come with me under orders from the Queen herself." The Changeling spoke in a deep tone.

"She is no Queen to me, and why in Tartarus would I ever want to go with an insect like you!" Meteor countered. The Changeling's smile vanished, and was soon replaced by a loathsome frown.

"I'm going to be a gentlebug just this once wench: Tell your forces to surrender, or I will subdue you and make you watch as we kill every single pony inside that cave. Be it mare, stallion, or foal, I will not show mercy again once you turn down my offer. You really should consider surrender, because I know in the end your empire will soon be nothing but rubble beneath our hooves." The Changeling now lit his horn dangerously with magic, ready to engage in combat should the princess refuse. After a moment of consideration, Meteor gazed at the Changeling straight in the eyes before giving her input.

"Here's my answer." She said before swiftly ramming into the surprised Changeling. It backed up a bit as it was knocked out of breath from the surprise strike from the royal but quickly regained his composure.

"Aaaaarrrgghh! Forget orders! I'm going to skin you ALIVE you whorse!" He bellowed as he thrust forward to swiftly slash at the princess, only to be parried by her own blade. The Colonel and Meteor were now dueling fiercely as blades clanged together in an almost harmonic melody to accompany the dance of death they performed in the cloud of fighting around them. Meteor was trying her hardest to avoid the powerful but reckless slashes of the Changeling Colonel while looking for opportunities to attack. "What's wrong little minx? Can't seem to face a beast like me!" Meteor was growing tired, her movements were becoming slower and slower as she tried to continue fighting the experienced Changeling.

"Your attacks are becoming sluggish, your strength is growing weaker, and your forces are being slaughtered. I'm going to enjoy making you watch your comrades die. I've also heard that your sibling is in there too, I wonder which limb am I going to cut first, which bone to break in his feeble little body, what kind of slow and painful death am I going to give him!" The Changeling laughed.

Meteor was getting more and more enraged by Web's words as while the two were dueling they didn't notice the small puffs of steam emitting from her wings and mane. She was now just angrily slashing without control or composure in her form, which gave the the Colonel a small advantage. While Web parried a blow from his left he managed to blast at Meteor's side with his magic while she was still recovering from her last attack attempt. While the green magical bolt didn't do much damage thanks to her armor, the sheer power knocked her down to the ground with a series of crashes and crunches that accompanied the brutal landing.

"Damned Pegasi, always the weak links when it comes to magic!"

"At least I don't need it to make myself look good you overgrown housefly!" She taunted.

The Colonel growled in anger and lit his horn to fire continuous bursts of magic at Meteor while she took cover behind a boulder from the avalanche. Web continued peppering the stone with green energy as the boulder continued to chip away from the constant magical weathering it was receiving. After a few seconds he charged up the energy in his horn and blasted away the shattered rock. With a grin he hoped to find a sizzling corpse in the crater he made, only to be met with a vacant space. He looked around in rage, scanning the battlefield for the Royal with clear malice in his eyes.

"There's no use hiding from me! We Changelings are the masters of stealth!" He proceeded to blast away every rock in the area in order to find the sneaky royal. "We pride ourselves in knowing we can easily trick your foolish minds into thinking you're safe! We see everything in this damned world, you can never hide anything from our sight!"

"Then I'll just have to take that sight away don't I?" There was a small "THWACK" as the Colonel turned around only to scream in agony at the splitting pain that he suddenly felt in his right eye. He collapsed into the snow and put a hoof to the injured spot to feel a long crystalline object embedded in his head. He yelled again in pure rage as he swung his sword around recklessly. Meteor taking care not to get in range of his random attacks. Light blue fluid was now dripping from his wound as he tried to slice and dice everything around him. With his good eye he finally spotted Meteor, standing watching at his misery from afar.

"YOU WILL PAY FOR THIS YOU SWINE! I WILL HAVE YOUR ENTRAILS SCATTERED THROUGHOUT THE WORLD! NO ONE WILL BE ABLE TO HEAR YOUR SCREAMS AS I CARVE YOUR PATHETIC LITTLE HEART OUT AND ROAST IT FOR MY QUEEN TO FEAST ON! NO ONE CAN AMOUNT TO ME AS I SERVE HER ENDLESSLY!!!"

"You can tell your Queen that she can kiss my plot, and I apparently don't give a buck about your half-baked threats you ugly moron. To me, you must be the saddest sack of bullcrap that I've ever bucking seen in my entire life."

"HOW DARE YOU!!!" Web was now beyond pissed as his good eye started to glow red with rage. He charged at Meteor recklessly only for her to dodge him easily. What she didn't expect though was that he instantly charged a magical attack again and unleashed a barrage of energy toward her. She attempted to dodge them again but instead was hit in the wing with one of the bolts. She collapsed in pain on the snow Web came upon her instantly as he held her down with his hoof, anger could be seen in his eye as he snorted each time he took a breath. "It's about time I end this charade!" He said as he raised his sword to deal a final blow to the downed Pegasus.

"Eat this Bug Eye!"

Web looked up to see a large cloud above him, he muttered to himself what kind of trick this was before Multiple shards of deformed ice started to ruthlessly pelt the officer. Each shard impaling itself into his body causing extreme pain to the officer. He continued to scream until a very large shard ironically stabbed him in his good eye. "AAAAAAHHHHH!!! MY EYES! I CAN'T SEE!!!" Web dropped his sword as he held his head with his fore-hooves and continued to scream in agony. Precious life fluid was flowing from the many new holes in his body. "DRONES! HELP ME! HELP ME!!!" A squad of drones came to his aid as a few carried the sightless and bleeding Colonel from the battlefield while the others stayed to provide cover for them to escape. Before he felt his soldiers take to the air with him the Colonel decided to relay one sickening order for his underlings to follow.

"KILL ALL WHO STAND IN YOUR WAY! DO NOT RETREAT, DO NOT SURRENDER! FIGHT UNTIL ALL ARE SLAUGHTERED!!!" Web's voice was gurgling with blood and death as he shouted, but put on one last arrogant grin as he laughed thunderously despite the excruciating pain he felt. All the Changeling soldiers in the area shouted a battle cry and assaulted the ponies with twice the ferocity than before. Meteor saw the trails of blood left behind by Web's departure and held back the bile that used to be lunch. More Changelings now confronted Meteor and drew their weapons, the princess winced as she noticed her wing was injured from the Colonel's last attack, but kept herself in a fighting stance. The Changelings around her smiled at this advantage and one of them decided to go in for the kill. Meteor put her guard up to try and block the oncoming attack only to witness a cyan colored Pegasus with multi-colored mane knock the drone's sword out of its grip and execute the Changeling with a single rapid slice to the neck. The Changeling's head fell to the ground and was joined by its decapitated corpse as the other drones backed away in shock at the sudden death of their comrade.

"Just try that again, I DARE you!" The Pegasus taunted as she flared her wings and got into a fighting stance to defend Meteor. The other Changelings regained their composure and moved to surround the two Pegasi. One of them seemed to have a spike of courage and flung itself into combat with the two ponies. It lasted mere seconds before it expired from a well aimed stab to its chest. Meteor and the Pegasus both were fighting side by side against the many Changelings that were now diverting their attention to the two.

"Who are you?!" Meteor asked.

"The name's Rainbow Dash your Highness! My name is pretty much all you need to know since we're in the middle of a war, so let's leave official introductions until we're finished kicking Bug Butt!"

"But there's too many of them! We can't keep fighting them like this!" Meteor shouted.

"We have to keep fighting! I'm not making the same mistake with my friends like last time! We'll keep on fighting till the end!" Rainbow replied.

"Alright then, I'll be sure to visit your grave first if this get's worse!"

The two Pegasi shared a laugh as they continued fighting off the swarm of drones trying to kill them. They continued smiling as they slashed, blocked, and parried each drone that attacked. Meteor and Rainbow were just about to be swarmed before a barrage of magical bolts disposed of most of the Changelings that were attacking them.

"I'll show you ruffians what happens when you attack my friends! CHARGE!" Rarity had appeared on the battlefield with many reinvigorated Unicorn guards as they were now blasting every Changeling they could see. The Changelings were already weak from fighting with the Pegasi and Earth Ponies, and they had no chance against an enraged hoard of Unicorns. The Pony forces rallied and soon the Changeling forces were dwindling. While some drones managed to escape the battlefield, most of them decided to follow Colonel Web's suicide order as they fought until death. With the Changeling forces driven back, the soldiers were now cheering at their victory and threw their helmets in the air in celebration. Rarity was too busy to join in the celebration as she made her way toward Rainbow Dash.

"Well, well, finally decided to come out and play didn't you Rainbow. Are you alright Darling?"

"Yeah, yeah, I'm fine Rarity. Look, I'm sorry about my outburst earlier in the hideout. I just couldn't handle the stress of this whole situation. I hope you girls can forgive me..."

"Oh Rainbow, always the Drama Queen here. Of course we'll forgive you Darling; we're your friends, and we'll always be friends until the end." Rarity gave a comforting look and Rainbow smiled in relief at her response.

Meteor looked upon the sight and gave a small smile of her own. "So that's what true friends are. If only I had a few myself" She trotted up to the chromatic Pegasus and extended her hoof in thanks. "I'd like to thank you for saving my flank out there today. I'm very grateful you came and fought with us in this battle, but I'd also like to apologize for intruding on your home." Meteor lowered her head in shame while Rainbow was confused on what was happening.

"Hey, don't worry about it. I'm sure those bugs probably would have found us anyhow, so really it doesn't matter. It was an honor fighting alongside you though princess." Rarity was shocked as Rainbow bowed down to Meteor Shatter while she reciprocated in kindness.

While Meteor was bowing however she noticed the injury on her wing. "Oh dear, Fluttershy! We need some help over here!" Rarity shouted in the shy Pegasus's direction, looking at Meteor Shatter's bloodied wing.

Fluttershy made her way to Rarity and took out her medical supplies to help Meteor's wing. She took a small piece of cloud and squeezed it to release the moisture inside of it. "This is going to sting only for a few seconds." She then pressed it against Meteor's wing, getting a small whimper of pain from the Princess as she clenched her teeth and endured the pain. The small cloud grew and turned slightly red as it absorbed the blood that was oozing from Meteor's wound. Fluttershy then dabbed the wing with a rag and bandaged it up.

"There we go, I really, really, really, think you should stay off that wing for a day or two." Fluttershy spoke softly.

"Don't worry, I've endured a lot worse than this back at the training camps."

"Training Camps?" Rainbow said curiously.

"Don't worry I'll explain more about them some other time, but for now we should check on the status of your hideout shouldn't we?" Meteor asked, the trio nodded at her and made their way toward the cave entrance to check up on the condition of everypony. Nopony noticed however, a flash of green and a brief scream as a Pegasus guard emerged from behind a boulder and made its way undetected into the cave.

Meanwhile, on the mountains.

"Well Colonel, it seems you've failed I'm afraid."

"You... think..." He replied weakly as he coughed up blood and continued to wheeze.

"I'm not surprised, Lord Shiftwing already predicted your loss to the ponies. He considered you nothing more than a pawn in this game of power." The Changeling officer looked down upon Web with fabricated pity.

"N-No... he... didn't...."

"Yes he did, look at yourself! Oh, wait... never mind. I just can't believe you defied Lord Shiftwing's direct instructions just to preserve that false sense of honor of yours! It's pathetic really. I'm sorry dear Colonel, but you've outlived your usefulness." The Changeling officer grabbed ahold of Web's bleeding form and started to drag him toward the end of the ridge. Web sensed what was happening and quickly tried to free himself from the officer's grasp.

"N-No... Pleeeaaaase..." He begged.

"My lord specifically told me to dispose of you if you survived... to some extent. I'm only following orders, something a soldier like you should already know." They were getting closer to the cliff edge and the Colonel was panicking as he tried to use his tattered wings to get away, only to feel a blade against them and felt it slice through the delicate limbs. "I apologize for the pain but I can't risk any miracles happening with you. Any last words?"

The Colonel lay still as the officer now understood the sudden increase of silence. He bowed his head for a brief second before using his magic and ripping the Colonel's horn from his skull, and then without a care in the world, he kicked the Colonel's corpse off the ledge. He smiled as he heard a dull thud before trotting back from the ledge. He turned to one of the drones and gave him the bloodied and severed horn.

"Deliver this to Lord Shiftwing at once, this will notify him that the operation was a success."

The drone bowed and placed it inside his pack. He then galloped to the edge of the ridge and swiftly took off, intent on delivering the gruesome message as quickly as possible.

Council

It was Dusk in the Changeling occupied city of Canterlot. The metropolis started to glow eerily as lampposts and torches were being lit everywhere. This really didn't matter however as Changelings could see very well in the dark. Instead they were rather being lit as a formality to show that the city was still thriving, albeit under another banner.

In the Castle, the inside was silent and somber. With the occasional buzzing of Guard Drones patrolling the halls. The late sun was shining dimly through the windows of the dining hall, where two rather important Changelings were talking.

"I'm going to be honest with you, Colonel Web was probably the worst Drone Officer I've ever seen in my entire life. From one officer to another, I'd like to know how in the world were you ever able to deal with his stupidity in the first place?"

"Commander, to this day and very moment... I still have no idea!"

The dining hall burst into laughter after that statement. The two Changelings were having a wine-filled conversation with each other. Both were sipping the blissful liquid from the chalices each had in their magical grasp.

"I didn't actually expect quite a reaction from you about this General. Wasn't he one of your personal Underlings before being promoted to Colonel?"

The General sighed deeply in memory and smiled. "He was actually, I used see potential in him back when he was a Captain. He used to have a sort of persistence that unfortunately died the moment the Queen promoted him. He became greedy and reckless, he also had a temper that from what I've heard, played a detrimental role in his downfall..." The General sipped his wine and sighed in disappointment.

"As much as he was careless though, it brings me a small measure of sorrow upon his death."

"Indeed, the loss of a fellow comrade does bring grief. I propose a toast to what honor he had left in his name." The other officer suggested, raising his cup slightly.

"To Colonel Fang Web, may his mistakes never be repeated by anypony ever again." Both Changelings tapped their chalices together and finished off the rest of the wine they had.

After a few more minutes of friendly conversation the doors of the Dining hall opened to reveal Queen Chrysalis in a rather agitated mood. The two guard drones flanking her sides monitored the chamber impeccably, ready to spring into action should their Queen be under attack. Both Drone officers stood and greeted their Queen with light bows.

"Commander Mirid, General Stinger, will you two gentlebugs kindly tell me where in Tartarus is Lord Shiftwing?" She held an icy glare at the duo as they thought for a moment before General Stinger spoke up.

"Last I heard, he was in the barracks overseeing the soldiers we're taking to the South. I told him his inspections wouldn't be necessary but he persisted in checking anyway." Stinger ground his hoof onto the floor with boredom.

"He's always putting his muzzle into other Changeling's business. I don't like the way he works, nor I like the way he looks. I mean what use does that damn hat give him anyway! We have Celestia locked up in caves, why not just make her dim the sun a few shades!"

"Be quiet you fool! If word gets out that Celestia is still alive then the remaining ponies will surely rise up against us!" Chrysalis glared at Mirid as he took the stern warning well and shut his mouth.

Scoffing at the officer, Chrysalis turned to one of the windows of the dining hall. The Sun was slowly setting in the horizon, almost in a restrained way. The Queen gazed upon her kingdom with caution and uncertainty, something was bothering her beyond reason.

"But that's not the only issue with your remark earlier, you probably chose the worst Changeling to insult in the world! I'm surprised Shiftwing's managed to put up with that attitude of yours and not slice you to pieces like Cicada!" The two officers shivered at the memory of the mangled corpse that was once their commanding officer being dragged from a tower of the castle. Bloodstained and irritated, Shiftwing never spoke a word that day.

Mirid was now regretting his choices earlier, and started to pray to the Gods that Shiftwing didn't sense the insults he threw at him. The officer became fearful to the point he began glancing at all the dark corners and areas of the dining hall to check for the dark Lord of Lies.

The Queen sighed and marched her way back to the large seat at the end of the dining table. She plopped down and rested her head in her hooves. The four other Changelings waited patiently before Chrysalis popped her head up and turned to her guards.

"Send somepony to fetch Lord Shiftwing at once, have him meet us here immediately." Chrysalis ordered. The guards bowed deeply and turned to leave, the doors of the chamber opening and closing to signal their departure.

"So what exactly is going on with the Aurorian situation? From what I've heard it's not going well on the front."

"They've become a painful thorn in my side Mirid, no matter how many troops I keep sending to that Faust damn region less than half of them return alive, and that's not counting the climate either. As much as I hate to say it, the Aurorians have a small advantage over us!" Stinger sat up and banged his hooves onto the table, causing it to shake and spill some of the wine onto the pristine surface.

"I presume we're lucky that the ponies are still oblivious to what has been taking place in the South, who knows what'll happen if they start to rise against us." Chrysalis hypothesized.

"My Queen." The Commander announced. "As Captain of the Drone Guard, I'll see to it that if a rebellion does occur then I will crush it quickly, I'll execute any who dare resist our rule!" Mirid proclaimed.

"Unfortunately that's a problem Commander, we can't kill them all if they do because we need their love to keep supplying us with food, plus it would leave too much bloodshed and fear in the minds of the ponies to successfully feed off after such a traumatic event." Chrysalis explained, she buried her head in her hooves again in exhaustion.

"That leads to an impasse then eh? So then we should be focusing our efforts then into destroying the enemy as quickly as possible before any ideas of rebellion start taking root." Mirid announced.

"That's what we've been doing for the past few years though, and yet we still haven't gained any real footing onto enemy soil." The General explained, looking down in disappointment.

"Actually." Chrysalis interrupted. "Shiftwing is directing an operation I've helped plan to infiltrate the Aurorian Capital, whether it succeeds or not will determine the outcome of this conflict. Plus, he has a project that the Crafter Drones have been working on for him. He says it'll give us the edge in destroying this threat quickly. He just hasn't told me whether or not it's ready to be used.

"And what might he have in store for us now?"

"I don't know. All he ever did tell me about it was the project's name: Singe."

*Cough *Cough "couldhavecomeupwithsomethingbetter" *Cough *Cough

The doors to the dining hall opened once again, and this time a Changeling in a bloodstained lab coat and glowing blue goggles strode into the chamber with a serious expression. The smell of blood and roses filled the room as the scientist bowed to the Queen and the two officers.

"I'm afraid that's the name of the project whether you like it or not Dear Commander" Doctor Carapace replied in his oily voice.

"Dear Faust Carapace, would it kill you to wash that damn coat!" Stinger complained, retching at both the sight and smell.

The current apparel that the Doctor was sporting was covered with countless bloodstains from recent experiments. The Changeling Scientist still wore his safety goggles which glowed a light blue in the dimly lit dining chamber, the others could also see the many syringes and vials of blood and poison sticking from his pockets.

"Whatever do you mean General? I just washed this yesterday." Doctor Carapace replied, tilting his head confusingly.

"Ugh, that would explain the flowery scent with the blood." Mirid said, covering his nose with his hoof, until he realized he was still breathing through the holes in them.

"Can we not talk about how often I wash my lab coats and more on the project I was told to explain to you?"

"Very well Carapace, but we must wait for Lord Shiftwing, in the meantime can you please... freshen up?" The Queen asked.

"My Lord, I apologize for interrupting you at this moment but the Queen wishes to see you." The guard looked on as Shiftwing himself was currently training his sword skills with a few Changeling soldiers in the occupied Canterlot barracks.

"Tell the Queen I'll be at her disposal as soon as I'm finished with this business." He told the servant drone, the drone watched as Shiftwing entered the barrack's arena. Accompanied him were three massive looking Changeling soldiers that looked highly intimidating to lesser beings. Shiftwing noticed the presence of his opponents didn't bat an eye.

As soon as all fighters were in the arena a Drone sergeant entered the ring. He was rather small compared to the massive trio of Drone soldiers on one side of the arena and the tall Changeling noble who stood opposite the latter. All four of the fighters were greatly intimidating, yet the sergeant managed to speak in a dignified manner.

"This training match will be fought with stun-sabers, these training weapons will be used to prevent any lethal damage dealt either intentionally or accidentally with real swords." The sergeant held the training weapon up to present it to the lord and his adversaries. "A single strike of this to your opponent's body will result in a powerful charge of energy that will knock him out upon contact with the blade part. Magical projectiles will not be allowed in this fight as well." The drones were starting to look bored once the sergeant finished explaining the rules.

"Ready!" The sergeant shouted, Shiftwing was looking calm despite the trio of hulking opponents that faced him. He stretched his neck and ground his hooves onto the hard stone floor, awaiting the call to begin combat.

"Take Stance!" Each of the Changelings in the arena took a fighting stance. The other guards who were spectating the match cheered in favor of Shiftwing's opponents, wondering if they had what it took to beat the lord. Some were even betting bits as to who would win the match, most of them betting against the lord.

"En Garde!" At the sound of those words two of the drones took to the air with haste, while one of them remained on the floor of the arena and simply charged at the dark noble. The charging guard hollered out a thundering battlecry to try and paralyze Shiftwing with fear.

Which was a grave mistake.

With frightening speed, he quickly sidestepped to the right and avoided the forceful attack completely. He retaliated by quickly striking his opponent on the back with the butt of his weapon and elicited a pained grunt from him. With his cloak fluttering from the breeze of his movement, he smiled teasingly and beckoned the drone try the tactic again.

"Come on then. You can't be that weak after a single blow. Show me your true might." Shiftwing watched as his opponent gathered himself together and tried again to charge the lord. This time, igniting his horn with magic to maximize the force of impact.

"Imbecile..." Again Shiftwing stepped aside with little effort and let the guard gallop straight into the arena's wall behind him. Making a large hole in the stonework, he chuckled as the other soldiers laughed at the self knockout the guard performed on himself.

Shiftwing inspected the unconscious soldier before he remembered the other two that had taken to the air, he gazed up and realized one of them was about to dive-bomb to his level and strike while he was distracted. He thought out a strategy though, and as the drone came into close proximity he leaped into the air and easily evaded the powerful blow from his opponent. Once in the air he immediately rushed back and cleanly struck a blow to the head of his opponent, rendering him unconscious.

He sensed something wrong after, and quickly lifted his weapon to block a sudden attack made by the last enemy. This one was smart and began to move in an erratic and sophisticated pattern in an attempt to prevent the lord from predicting his moves.

"A very good tactic if I might say so myself, but you're doing nothing but wasting vital energy using it against me." Shiftwing calmly scanned his opponent, he saw that even while the drone was trying to hide it, he was becoming increasingly tired from moving around so quickly. He could now hear light panting coming from his enemy and noticed his movements slowing down. Shiftwing raised his brow in curiosity and moved closer to his opponent calmly.

The drone was now looking tired, as it could barely keep up its erratic movements in order to confuse the lord. With almost little effort, Shiftwing raised his foil and knocked his opponent's weapon from his grasp. Disarmed and exhausted, the drone admitted defeat and bowed to show his surrender.

Shiftwing nodded at the gesture and prepared to exit the arena, only to jump back to avoid a powerful attack from the drone who plowed himself into the wall earlier. Shiftwing shook his head and mumbled in disappointment while returning to his fighting stance.

Now recovered from earlier, Shiftwing's opponent started to slash recklessly with the training foil, attempting to overpower the lord with the ferocity of his strikes. Shiftwing himself smiled lightly and proceeded to evade and parry each and every blow the attacker tried to land on him. Each time the training swords of each fighter met, a loud and sharp pitched clang was heard. Each guard watching the spectacle was amazed with how the lord was managing to easily outmatch his much bigger adversaries.

Tiring of this game, Shiftwing proceeded to strike back with his weapon. The Drone barely managed to block multiple accurate jabs and swipes by the Lord. This angered the drone greatly, due to the fact that he hadn't landed a single hit on Shiftwing despite his best efforts. After many more strikes Shiftwing sensed a golden opportunity and let his guard down purposely, displaying a menacing grin at the same time.

Puzzled by the lord's sudden move, the drone took the bait and thrust forward to deal a good stab to Shiftwing's open front. With another display of supernatural speed, Shiftwing quickly evaded the attack and without further warning struck the drone square in the muzzle. This instantly knocked out Shiftwing's last opponent and ended the "training" match. When the referee entered the fighting ring again, he quickly buzzed over and checked the trio of unconscious soldiers for any real damage done. The guard from earlier was still waiting for the lord by the entrance, when he caught notice of Shiftwing incoming he stepped back in slight fear.

"Where am I to be expected by the Queen?"

"The dining hall my Lord, she wished to see you at once." It replied. Shiftwing quickly trotted past the Drone with haste and disappeared into the shadows.

"So Doctor, I've heard that one of your abominations have been successful for once?" Mirid questioned.

Carapace grew excited as his goggles glowed a brighter blue than usual and scoffed at the officer, "I would hardly call it a monstrosity Commander, we're fitting our subject with the very best of stealth technology available to us, this will greatly enhance its efficiency in quietly disposing of key targets without revealing its position or compromising the mission. It's perhaps the crowning achievement of the Crafter Division of Changelings." Carapace boasted.

"Well if your creation is so great then why in Tartarus aren't we using it against the Aurorians already? Or better yet, why aren't we using it to enforce our rule over these pathetic ponies!" Mirid yelled.

"While we are trying to form it into a perfect assassin, it is currently extremely volatile to both friend and foe alike. It's not one of those weapons were we can just point and destroy, rather we turn it loose on the battlefield and get as far out of range as possible. If we let it loose onto the streets the entire city will be leveled in a matter of minutes. I am sure that if-"

"If that's the case then you should be fixing this! Are you not a Drone of Science! Fix it!" Mirid interrupted. Carapace was now starting to look very annoyed with the pompous Drone officer.

Once more, the doors of the dining hall opened and in stepped Lord Shiftwing. With a tip of his wide-brimmed hat he greeted the Queen and the others.

"You're late Shiftwing. I'm sure that your inspections went well?" Stinger questioned.

"They are weak, slow-minded, and complete imbeciles... this will do well with the next stages of my operation." Shiftwing answered. A servant Drone had entered the room and placed a tea tray in front of Shiftwing, the servant levitated the kettle with its magic and poured a steady stream of the steamy substance into the Teacup which sat before the Lord. With a thank you from the Lord, the Drone left the chamber and Shiftwing started sipping his drink.

"Tea? Why don't you have a real drink like some of this wine-"

"Silence Commander, I'd like a few moments to enjoy this. Besides, I don't drink from a dead drone's liquor, it's undignified." Shiftwing replied, sipping the hot tea preciously. Mirid kept silent but wondered how in Tartarus did he know he stole the wine from Web's stockpile.

"I doubt the Doctor is finished speaking about my project" Shiftwing spoke, he glanced at Carapace who took the hint.

"As I was saying earlier, while we've managed to grow and stabilize the creature into such a deadly form, we've had problems where it refuses to follow orders or kill anything, almost as if it retained a measure of sentience still."

"Yes, I've seen this problem first hand... I trust that you'll fix this in due time, won't you Doctor? Shiftwing asked.

"Your patience is greatly appreciated Lord Shiftwing, I'll have the issue dealt with in a timely matter. If I'm not pestered by any annoyances..." The doctor adjusted his goggles and glanced at Mirid grimly.

The Drone Commander himself looked upon Carapace with disdain at the insult and muttered a curse at the Lab Drone. Carapace however, had a neutral expression on his face after announcing his statement. Though the others could see he was enjoying the restrained anger Mirid was harboring while loathing in his seat.

Chrysalis seemed more and more intrigued about Carapace's experiment as she listened to the conversation, she finally sat up a bit and voiced her concern. "I'm curious Carapace... You mentioned before that the creature retained its sentience? Was the subject once an actual sentient being before you decided to experiment with it?"

Carapace remained silent until he finally replied after a few moments. "I-I'll leave that question for Lord Shiftwing to answer My Queen."

Chrysalis turned to Shiftwing in curiousity, the Lord set his teacup down and cleared his throat to explain. "While the subject's origin looked Draconian in nature, the Swarm Division had injured the creature almost to point of death. We found it during the Canterlot Invasion in a state where we just couldn't identify it's species from the amount of injuries it sustained. Even when we did manage to heal and restore it, it's mental state was shattered beyond comprehension. A mix of anger, sadness, fear, and grief was all that we could sense from the dreadful thing."

"When Lord Shiftwing brought it to me he mentioned it would be a kindness to kill it and be done with it. I saw potential though, and through my experiments with it, I made it into the killing machine it is now."

"It's tragic... how far we've fallen from grace..." Stinger mused.

"The perks of that however is that we can't fall any further though. I will be in my laboratories continuing to work on the subject and "improve" on his capacity to follow instructions, if I'm needed send a Drone down." Carapace then stood from his seat, leaving a bloodstain on the chair.The Changeling Scientist almost started to slither away from the table as the doors opened for him to exit.

"I suppose that I should get back to overseeing the city..." Mirid thought out loud. He excused himself from the table and trotted to the balcony. Moonlight was now the only thing to be seen in the sky, the stars themselves seemed to had disappeared with Celestia's rule. Without even a goodbye, Mird buzzed his wings and took off into the night sky.

"I'm going to retire now, we have a long journey to the Antarctic ahead of us, and I want as much rest as I can get." Stinger stood from the table and trotted to the exit of the dining hall. The doors emitting a resounding boom from his rough opening of them.

"So, how's our operation going?"

"I'll have to check..." Shiftwing used his magic and took the communication crystal from his pocket and activated it. The image of two Changeling twins appeared on the surface and bowed to the Lord.

"Report"

"The first agent has been successfully inserted into enemy ranks, awaiting orders for the next infiltrator unit."

"Excellent, remember to be patient with this, and that not all of your Underlings may survive."

"Yes Lord Shiftwing, we will be sending our next agent very soon."

"See to it that he is placed close to the Elements. I want somepony monitoring them at all times."

The Twin Changelings both bowed to the Lord before ending the magical link between the crystals. Shiftwing held his head and grunted in pain for a brief moment before placing the crystal back into the confines of his cloak.

"You should have Carapace examine that later, to me it looks like you're growing weaker."

"Later, for now we have more important matters on our hooves..."

Invitation

It was nighttime in the frozen tundra, and the cold and bitter weather was definitely not helping the ponies who were doing their best to collect the bodies of the fallen after the intense battle that took place. Both Changeling and Pony corpses littered the area outside the pony hideout, the blood of both races staining the once pristine layer of snow that coated the surface.

Torches and campfires were being lit in order to illuminate the area to make the cleanup easier. The trenches that were once used for cover during the battle were now being filled with bodies. The thick stench of death permeated the air as the mass burial was taking place. Atop the horrifying scene, the elements, along with Silver Shriek and Meteor Shatter, discussed the loss of life.

"How many of us did we lose?" Applejack questioned.

With a short breath, the Commander stood straight and announced the losses.

"Out of our regiment of six-hundred and the Equestrian's force of a nearly a hundred more, one-hundred and seventy-two were killed in combat while two-hundred and eighty-three are wounded, a few of them in critical condition. Furthermore, the majority of losses had came unfortunately from the Pegasi divisions of our forces."

"Bastards..." Rainbow Dash muttered under her breath, briefly interrupting Silver before he continued his analysis.

"On a brighter note however, reinforcements from one of our major cities are currently en route to our position, and it's impossible for the enemy to attack again since their commander's retreating order saw to their extermination."

"Has there been any reports of spies within our ranks? There's a chance the enemy could have infiltrated our ranks in the chaos." Meteor asked.

"I've already seen to that princess, several of my elite guards are checking everypony in and around the caves as we speak. If there is a spy within the area, I'm sure we'll find it soon."

"Excellent, let's keep up our progress then. Miss Applejack, I'd like to discuss a few things with you and your friends away from the commotion if we may?"

Applejack turned to the rest of the elements and nodded once she had their permission. "Alrighty then, lead the way."

Smiling weakly, Meteor tried to stand from her chair before grunting in pain and falling backwards into it. Concerned with his princess's well being Silver rushed to her aid.

"Princess, it's imperative that you recover from your injuries before marching off into the tundra once more."

"It's fine Silver, I'm just dizzy from that energy bolt that Changeling sent at me earlier. Nothing really major besides my wing, which Miss Fluttershy took care of greatly." Meteor said, glancing in Fluttershy's direction in which she gave a timid smile in return. "And shouldn't it be Macrame nagging me about my injuries? Where is she anyway?"

"She's currently within the cave, tending to the injured and keeping an eye on the Prince." Silver replied.

"Well at least someone's watching that nuisance this time." she grunted once more and finally regained enough balance to stand properly. With a stoic look in her eyes, Meteor trotted towards the exit of her tent as Silver and a pair of guards followed her immediately from behind, while another guard lifted the cloth to let them and the elements through..

As they walked towards a more secluded area Fluttershy and Rarity couldn't help but retch at the sight and smell of death that was on display before them all. Trying and failing to keep her composure, Fluttershy rushed to a nearby rock to evacuate her stomach. Rarity came behind the poor mare and pat her back while the pegasus continued to retch.

While waiting for the two to finish, Applejack paused for a moment after seeing the body of a pegasus mare she usually left her daughters in the care of. Moving closer to inspect the body further, Applejack found that the mare was surrounded by several Changeling corpses bearing fatal wounds that matched the small sword she still had in her cold grasp. One of the dead drones had a large spear that explained the gash in the mare's side along with the snow beside her dyed crimson in response. Staring intensely at the sight, Applejack was reminded of how much she hated the Changelings for what they did, and how much she hated herself for what she failed to do.

With a solemn sigh, Applejack removed and held her stetson in respect for the courageous mare. Who had apparently died while taking several of the enemy with her. "Katy's gonna miss ya, and I promise ya they'll pay for this..." she whispered as she moved quickly to join the rest of the group ahead. After a few minutes of trudging through bloody snow, they arrived at an area away from the battlefield.

"So what exactly would ya like to discuss with us yer majesty?" Applejack questioned.

"Yeah, I kinda want to know what's gonna happen now since the Changelings have discovered our hideout." Rainbow added, glancing around for any threats to the group.

"Considering the fact that you saved my ass of a brother and that we brought this event of death upon you all in the first place, I'd like to invite you all to accompany us back to our homeland."

Shocked at the offer which was given to them, Applejack was about to answer before Rainbow interrupted. "As much as we'd all like to see some civilization again, we'll have to decline, your cities might not even be protected properly against Changelings anyway."

"To the contrary Miss Dash, my Mother saw to it that we kept the locations of our cities a top secret in regards to the Changeling threat, especially since my brother's disappearance from the capital." Meteor answered.

"Yes, as much as I'm against bringing foreigners into our lands you've saved the life of our prince, and fought bravely in battle against overwhelming force. For that our country is truly grateful and wishes to return the favor. I can also assure you that we've taken the necessary precautions to maximize protection against those pests. I've already sent a message back to the capital explaining the situation and calling for supplies and transport for you all if you choose to take the princess up on her offer." Silver added.

"Just because you've got "protection" against Changelings doesn't mean you're immune to them. I don't think I can trust the safety of my family and the rest of this camp to you guys just yet." Rainbow rebutted.

"Rainbow, would you kindly clean your ears! Don't you hear what they're saying! We don't have to live in a musky cave anymore! We can return to civilization and live as civilized ponies again!" Rarity cheered.

"She's right Rainbow, listen to yerself. We have the opportunity to move to a better place with a better chance of survival for us and our families and yer being as stubborn as a mule about it. Take a look around sugarcube, don't ya want to make their sacrifice worth it?" Applejack pointed at the battlefield in the distance. "These ponies died for us so that we could live! We can't just let their sacrifice be in vain like that!"

"I know Applejack, I was up there with most of those ponies before they died. But we can't just up and leave the hideout without some precautions or preparation."

Rainbow's eyes were full of indecision. One part of her mind wanted to agree with Applejack and leave the hideout for a better place, while other part screamed at her to stay in the cave and not take the risk of leading what was left of her family into the unknown.

Now wanting to listen to another argument between the two, Fluttershy intervened. "U-um, I think that we should all just sit down for a moment, a-and think about our options before we act..." Fluttershy suggested, hiding behind her mane again.

"Yeah... Fluttershy's right, we should take some time and think about our decision first. Is that okay with you yer highness?" Applejack asked.

"Of course Miss Applejack, I know this might be a difficult decision for you and your friends to make. Just make sure that we have your answer once our reinforcements arrive."

Nodding in understanding Applejack gave a small bow as Meteor turned to leave. But before the royal took another step forward one of the guards had spotted something in the distance. "LOOK OUT!" he cried.

Acting quickly, the guard tackled Meteor to the ground to avoid a crossbow bolt which had unfortunately killed the other guard with them. Silver had unsheathed his broadsword while the elements had ducked behind several rocks to avoid being targeted. The sniper, unsatisfied with how his shot missed, turned tail and fled from the area.

"He's getting away! We have to catch him!" the Meteor shouted, shoving the guard off and attempting to rush the sniper's position.

"No! It's much too dangerous in your current state! You'll only worsen your injuries." Silver ordered. He then turned to the elements "Me and this soldier will protect the princess from further harm, but we need somepony to hunt that sniper down!"

"Don't worry, I'll have that coward's head in no time!" Rainbow Dash said before taking to the air.

Ignoring the pleas of her friends to wait up, she rose high into ther air to scan around the snowy terrain. Rainbow kept her eyes peeled for threats. Once she spotted the guard that had the crossbow in his magic galloping away from the area, she flapped her wings and sped off like a bullet towards him. Taking care, she rushed for the sniper while dodging another crossbow bolt that he loaded before finally tackling him to the ground. Unexpectedly, the sniper was able to kick her off himself and stand quickly, with a flare of green flames, the sniper revealed its true Changeling form and drew out its sword, ready to battle the cyan pegasus.

"Well then, if I can't kill a stupid princess, then I guess getting rid of an annoying Element of Harmony will do..." it proclaimed.

"Don't count on it bug-breath. You should know better than to mess with the fastest flier in all of Equestria!" Rainbow boasted, swiping quickly with her sword only to slash at thin air.

"Hahaha! Please, I've seen slugs that move faster than what you say you are." the drone taunted. "Besides, why do you need those wings anyway? We all know that chickens can barely fly!"

"Hey! Nopony talks to my friend that way!" Dodging at the last second, the Changeling narrowly escaped getting chopped in half by Applejack and her hatchet.

"Hmm, so another nuisance joins the fray? No matter, dealing with two of you Elements will surely destroy any remaining hope for ponies everywhere!" the Changeling shouted.

"Less talk! More fight!" Applejack cried out as she lunged for another attack at the Changeling. Knowing that it couldn't parry the powerful blows the farmpony could make, the drone continued to dodge and duck Applejack's attacks. When Rainbow came to strike, it quickly used its blade to counter the faster, but weaker attacks that Rainbow threw at it. Sensing an opportuinity, the drone quickly evaded the two Element's attacks and lead them into nearly striking each other.

"Aren't you supposed to be fighting me?" it taunted, twirling its sword blade in a playful manner. "But then again. Who knows who I could be?" At those words, the Changeling leaped back and tossed something at Rainbow and Applejack's hooves. With a loud bang and discharge of smoke, the object created a brief smokescreen that completey engulfed the duo. After a few more seconds, the smoke disappated, leaving Applejack and two Rainbow Dashes.

"W-What in tarnation! Which one's which!?"

"It's me Applejack! Hurry up and kill the impostor before it escapes!" the Rainbow Dash on the left cried, pointing at the one on the right.

"Impostor? I'm the real Rainbow Dash! You're the impostor you lying bastard!" the one on the right accused.

"Yeah right. Like any Changeling can mimic the fastest flier in Equestria!" the left one boasted.

"Hey! I'm the fastest!"

"No! I'm the fastest!"

After a few more minutes of bickering between the two, the right Rainbow Dash tackled the left one to the ground. Tossing and turning each other in a wrestling match that only confused Applejack even further to which Rainbow Dash was the real one.

"Grah! Come on Applejack! We have to kill this impostor before she gets a chance to escape!"

"You're the impostor here! And I'm the real Rainbow Dash! Applejack you have to believe me!"

"Hey! Why don't ya two shut up, so I can think!" Applejack demanded.

Both of the Rainbow Dashes looked at each other with pure malice as they separated. "So which one of us do you believe is the real Rainbow Dash? Me? Or her?" One of them asked.

"Come on Applejack. I'm one of your best friends, you have to choose me!"

"Applejack, the sooner we deal with this Changeling, then the sooner we can leave that rotten pile of rocks behind."

That caught Applejack's attention. Up until now, Rainbow Dash had been torn between staying in the hideout which they've called home for years or going with Meteor to her kingdom. The fact that this Rainbow had just insulted the place that has provided them shelter and protection gave the Changeling away. Applejack now knew who the real Rainbow was now.

"Ya know, I think I've figured it out now." Applejack said, she started moving toward the Rainbow on the right side of her with a neutral look. The other Rainbow Dash started to look downcast, as tears began flowing from her eyes.

"Glad that you made the right choice Applejack. It was obvious that-" Her words were cut short as she dodged an downward slash by the farmmare that almost took her head off.

"Whoa! Whoa! Why'd you do that!? You could have killed me!"

"Heh, well I've gotta admit, for a backtalkin idiot like you, yer disguise almost had me fooled. But you missed one important detail..." Applejack moved to help up the real Rainbow Dash, who took her hoof with a smile and stood with her sword ready. "Rainbow Dash here wasn't exactly sure on leaving that 'rotten pile of rocks'."

With the ruse unsuccessful, the Changeling sighed and let go of its disguise. "Hmm, I probably should have done some more observation before putting that into action, oh well..." The drone flashed a menacing smile before unsheathing its sword once again. "You're sharper than you look pony, I'll give you that. But this little game of ours is far from over."

"Bring it on." Rainbow taunted.

Letting out a battle-cry, the trio of fighters once again continued their Dance of Death. Applejack and Rainbow now were fighting the drone much more efficiently and dangerously together than before. Often overpowering the lone Changeling with their combined moves and powers. Realizing this, drone had resorted to using its magic, casting deadly bolts of energy only to see them whizzing passed the two ponies as they dodged each with grace. Now concerned with how the two ponies he was up against overpowering him, the Changeling had to teleport a short distance away from the duo to rethink his strategy.

"Oh no ya don't! You ain't gonna get away that easily!" Applejack yelled, while Rainbow Dash had taken to the air again to attack once more.

"You are so dead when I get my hooves on you!" Rainbow shouted as she rushed toward the drone's position.

Glaring at the two distant ponies, the Changeling growled and met Rainbow's aerial strike head on. Countering her attack and leaving her wide open. Seeing the opportunity, the drone readied his magic and unleashed a powerful blast that had hit the poor mare directly in the chest. The impact of magic immediately knocking the wind out of Rainbow and blasting her away like a ragdoll into the snow.

"RAINBOW!" Applejack cried, rushing to her friend's aid. Upon seeing the dark burn marks that had marked the area where the Changeling's spell had hit, Applejack prayed that she'll be okay once help arrived. But for now she needed to kill a Changeling.

"I'LL KILL YA!!!" The pissed off farmmare shouted. Smiling at this, the Changeling once again prepared to counter Applejack's rage-filled charge, thinking he'll easily parry her attack. The drone's smile though, had quickly turned into a shocked gasp, as once the steel axe had made contect with his beloved sword, it shattered into small metal fragments upon contact.

"Impossible... How..." The Changeling was dumbfounded as he quickly moved back to dodge another strike. "That was my favorite sword dammit!" Seeing what Applejack was capable of, the Changeling quickly drew back. Now without a proper weapon in hoof, it prepared its magic to even the fight. But the fight soon turned more into a chase, as each time Applejack got finally got within attacking distance to the drone, it simply teleported to a different spot in the area. Applejack was now exhausted, taking cover behind a boulder to avoid the magic targeting her. The drone was tired as well, panting softly as it tried to hide the exhaustion from his opponent.

"So... Nowhere to run... Nowhere to hide... Oh what a shame..." the Changeling wheezed softly. As it turned around the rock to see the farmmare lying against the rock with her axe dropped to her side. "Well pony, I think it's time we ended this charade, as fun as it was." The Changeling began to prepare its magic to deliver the final blow. Applejack looked up to see the ball of green energy that would end her life. Sighing in defeat, Applejack's world fell into black, embracing the end. Chuckling, the drone was about to release its spell before an excited voice chirped and interrupted the moment.

"I don't think you're doing it right."

Surprised at the sudden voice, the Changeling dropped the spell and turned to meet face to face with Pinkie Pie.

"Hi there!" Pinkie greeted, much to the drone's shock. Attempting to blast her with his magic, he prepared another spell only to realize that the pink Earth Pony disappeared.

"I think you should pay attention where you're casting that Mister Changeling! You could really hurt somepony!" Turning again quickly, the Changeling saw the party pony a great distance away from where she originally was. Dumbfounded by this, the drone cast an energy bolt much quicker than before and sent it blazing towards Pinkie. After a small explosion and a puff of smoke, the Changeling thought he had got the crazy mare and turned to finish off Applejack, which to his dismay had also disappeared.

"Dammit! What the buck is happening!"

"That was pretty cool how you cast that one spell earlier! Do it again!" This time Pinkie was right behind the angry drone as it screamed in surprise at her sudden appearance. "Wow, I also didn't know that you could scream like a filly!" Pinkie taunted.

Now pissed off more than before, the drone quickly summoned his magic and began firing spell after spell at the mare. With almost supernatural speed and skill, Pinkie had avoided every single projectile that the Changeling sent at her.

"You should really work on your aim though. It's kinda terrible to be honest... but I know that you'll improve one day!"

"Stop! Being! So! Bucking! Annoying!" The drone screamed, his magic was now being cast at a machine gun-like rate. Dispersing everywhere without any form of accuracy behind it, hoping at least a few of them will make contact. The area was now filling with smoke from all the spells that the Changeling had cast. After several minutes he finally stopped, completely exhausted. Looking up hoping to see nothing but a pile of ash, the drone was greeted with the view of a perfectly healthy and unharmed Pinkie Pie among all the blast marks of the spells he cast.

"What is this witchcraft! Who are you!" the Changeling cried.

Smiling happilly, Pinkie grabbed the Changeling and forced it against another rock. "Well I can be many things Mister Changeling; I can be the happiest pony in Ponyville, or i can be the best baker in Equestria, I can be a best friend forever, or the worst friend in history." Pinkie answered. "But given the circumstances and the fact that you were about to kill two of my best friends, I'm your worst nightmare." Pinkie's voice had a cold and harsh tone to it at those last few words, her hair deflating and losing its puffy nature. The dramatic change in the party pony's attitude and appearence had somewhat frightening the stunned assassin.

"You Changelings are nothing but monsters you know, locking up innocent ponies and treating them as nothing more than property. Several good friends of mine are gone because of your kind, and I know you've got more locked up elsewhere. You've caused nothing more but pain and misery wherever you go, and for that I swear I am going to make your Queen pay for what she's done." Pinkie ranted. The air around the two was tense and dark, as if all the joy and light had been replaced with pain and fear. Gathering up what little courage he had left, the Changeling interrupted Pinkie's speech with a few words of his own.

"We had to, our food sources were vanishing rapidly. If we hadn't invaded your pathetic country we would have all starved to death!" the drone spat.

"I know, and I'm not saying that all Changelings are bad. But what I am saying, is that what you, and your Queen have done, is unforgivable. So you're going to pay the price..." Terrified at what the mare was saying, the drone was paralyzed with fear of what Pinkie was gonna do to him. Without further warning, Pinkie struck the drone on the muzzle and shoved him against the rock again. Before the poor drone could recover, he found himself staring down the barrel of the mare's party cannon.

"You know, I've always wondered if they have parties in Tartarus. Cause if they do... you're definitely invited." With a sinister smile and a final scream from the Changeling, Pinkie fired her cannon at point-blank range.

Several minutes after the smoke cleared, Applejack came to her senses and looked up to see a horrifying sight. The entire area that she and Rainbwo had fought in was now splattered with bright blue blood. Looking further, she gazed upon a rock that had a large bloodstain with blast marks all around it. Gathering her strength to stand, she straightened up before spotting Rainbow Dash lying in the distance and galloped to the unconscious pegasus.

"Come on Rainbow, stay with me here..." Applejack whispered. Several soldiers who had spotted the duo while investigating the fight scene called for medical help for the two. The rest of the Elements came galloping to check on them while Silver Shriek and a team of soldiers followed quickly from behind.

"Oh my goodness! Are you alright?!" Fluttershy shouted as she moved quickly to join the team of medics that were treating the two.

"I'm fine Fluttershy, but it's Rainbow Dash I'm more worried about." Applejack replied, she looked on as two of the medical ponies had lifted Rainbow onto a stretcher and carried her swiftly away from the group.

"Hey! Where are they taking her!"

"No need to worry about Miss Dash, I had them take her to camp so that they could treat her much more efficiently than out here in the snow." Silver had answered.

"Rainbow will be fine darling, she's the most durable pony I've ever met besides you and... Twilight." Rarity reassured. "What's puzzling me though is where did Pinkie Pie run off to?"

"All I know is that she just disappeared after dealing with that Changeling who attacked."

"Is that why the entire area is splattered with Changeling blood?" Silver asked.

"Eeyup." Applejack replied simply.

"So you mean to tell me that the pink party loving mare was the one capable of brutally executing a Changeling assassin in the most gory method possible?" Silver questioned, his eyebrow raised in suspicion.

"Well, I think you'd might as well ask the mare herself." Applejack responded, pointing with her hoof.

Pinkie had reappeared to the group, only this time she was soaked from head to hoof in the late Changeling's blood. Ignoring the soldiers that were giving her disgusted and frightened looks, she trotted slowly over to where the group was talking.

"I pulled this scroll off of the Changeling before I blew him to bits. There might be something important in there." Pinkie said simply in a cold voice, placing the surprisingly clean roll of parchment in Applejacks's hooves before trotting off to clean herself.

"She seems much more darker, than earlier." Silver observed.

"Yeah... Let's just say that what the Changelings did to her before we had discovered the hideout changed her dramatically." Applejack said.

"What they did to her when she was captured was nothing short of atrocious in my opinion. From what little the poor mare bothered to tell me is that they tortured and experimented on her and several other ponies before we had gotten her out." Rarity explained.

"I've seen the scars that they gave her during her time there. They did terrible things to her..." Fluttershy added.

"Girls, I don't think we should be talking about something this personal right now. Besides, we've got something else that needs our attention." Applejack said, showing the scroll in her hoof.

Offering to read it, Silver took the parchment from Applejack's hooves and began carefully unwrapping it. He paused when he saw Meteor Shatter arriving at the scene with her own group of guards.

"So glad you could join us princess. Even if it is against my wishes."

"Can it Silver, I've had enough time recovering. Now what did I miss?" she asked.

"We fought the Changeling that tried to assassinate you but Rainbow Dash was injured, and I was almost about to meet my maker until Pinkie showed up and... um... dealt with it." Applejack explained.

"With this much blood, I'd be surprised if there was anything solid still left of that miserable bug. Anyway, I came here to give you some news about Miss Dash's condition." Meteor said, the others moving in closer. "I'm afraid her wound is pretty serious, and will require treatment that none of us currently have on hoof at this point. So in order for her to survive, I'm afraid you'll have to accompany us back regardless. Something that Miss Dash was rather stubborn about right?" Meteor said.

"She ain't gonna be happy about leavin, but in this case I guess it's for the best. Now let's get to readin that letter shall we?"

Silver took the hint and resumed unwrapping the scroll, and after a minute he cleared his throat and read it aloud to the group.

Greetings agent,

While I'm well aware that you've already received your orders before you had departed from the capital, I had decided to send you this letter with instructions should you forget your task.

Your primary objective is to seek out the Elements of Harmony and whoever is in command of the Aurorian forces that have taken refuge within the enemy encampment. You are to report back to the northern village of Icehelm, several of our assets will be awaiting you and the information that you will have collected in your exploits.

Secondary objective is to eliminate or capture the commander of the enemy forces if given the opportunity. If you do manage it, you'll be promised a handsome reward and recognition from the Queen herself for your accomplishment.

These objectives are crucial to our campaign, and each should be planned and considered carefully before taking action. Beware though, that while the completion of your secondary objective may be a great achievement, it is not your main priority. Should you fail in completing the mission that has been carefully assigned to you, then the consequences will be severe depending on how badly you have failed. Remember drone, that while you are alone in this mission, the entire hive is counting on you to fulfill this task without complications.

You already know that the Queen does not take failure well, but Lord Shiftwing will end you without hesitation if you become an obstructionist in his plans. Either way, if you succeed in this operation you will be rewarded greatly. Fail at it, and the punishment will be brutal. I bid you good luck on your mission.

Signed, Nightwind.

"This Shiftwing Changeling sounds like a problem." Meteor said.

"It's Chrysalis I'm more worried about. Who knows what tricks that barbaric bug queen has up her hoof?" Rarity said as she shook her head.

"I think it's best if we discuss this later. Our reinforcements are here." Silver pointed to the sky and in the distance the Elements saw multiple chariots and carriages pulled by cleaner Aurorian soldiers. Marching was also heard in the distance suggesting a fresh battalion of soldiers had arrived as well.

"Alright then, let's go." Applejack said as she and the group started moving back towards the cave. "Wait a sec, where'd that one guard who was with the princess run off to?" Applejack thought aloud. Dismissing her suspicions, she trotted to catch up with the others.

"Was the letter delivered?" Shiftwing asked. He was sitting alone in the dining hall of Canterlot Castle with a tray holding a steaming teapot, some teacups, a bowl full of sugar cubes, and a basket full of teabags. Not to mention the crystal next to the set which provided the communication link between him and the agent he spoke to.

"Yes my Lord, I had full eyes on the decoy unit and he did his job perfectly. The Elements had seen the letter and the decoy was eliminated, even if he was disposed of in a rather bloody fashion." the other Changeling replied, glancing behind him just in case he was being watched.

"Good, he did his task properly. Now that the false information is in the enemy's mind, you have some more time to infiltrate deeper into the enemy's ranks and report more information back to me." Shiftwing said, taking a sip from his cup. Upon realizing he drank it empty, he took the teapot and began pouring more of the steamy liquid into his cup before adding two sugarcubes to the drink and stirring gently.

"But he was highly trained and spent years among us. Why waste his life here?"

"He was a necessary sacrifice in order to progress the operation. Besides, his best qualities were really only combat based, and his information gathering skills were too unrefined to be useful. If that wasn't the case, then you'd most likely have been the decoy instead."

"I still don't see why we had to waste such a good soldier."

That's the thing, he was a great soldier but not a good assassin. To be honest, I think he would have been more useful if he stayed in the Swarm Division under Stinger's command."

"Then how'd he end up in the Stealth Squads then?"

"He volunteered, apparently because he didn't think the Swarm Division was 'exciting' enough. Either way, he's done his purpose. You still have yours ahead, and I expect you to make sure everything goes according to plan." Shiftwing ordered.

"Of course, what are your orders now sir?" the drone asked, anxious to what his next task would be.

"I'd like you so shut it, you're disturbing my teatime." the lord replied, taking a sip.

Evacuation

Author's Note

Another chapter.

yaay. :yay:

Evacuation

With the dim shine of Celestia's sun rising in the east, Dawn had arrived to end the reign of night. With most of the dead buried and the trenches filled, the area outside of the cave looked a lot less like the bloody battlefield where much death was dealt. Instead, the area was now bustling with activity as fresh reinforcements and supplies had arrived to aid everypony within the cave. Carts and wagons filled with goods were now being transported within in order to provide much needed aid to the sick and injured inside. With everything going smoothly, Applejack stood with Meteor Shatter spectating the scene.

"Looks like we can finally catch a break ‘round here." Applejack remarked.

"Like I promised, supplies and medical aid to help alleviate you all of most of your burdens. I’m sorry that we can’t do much else until we reach the capital.”

“That’s fine Princess, we’re mighty grateful for this

While the two were conversing, a pegasus guard clad in the same lavender armor as her comrades landed before the two and gave a quick bow.

"Princess, I have a message from the Queen, she wishes for you to return to Starfall at once." the mare stated.

"Tell my mother that we have refugees in need of our aid in this area, and that I have found the Prince amongst them as well."

The mare's eyes widened upon hearing the good news of the prince's return. "Prince Comet has been found? The Queen will be very happy to hear this then."

"I'm planning on reallocating these refugees to the capital in repayment for their help in rescuing my brother. Tell the Queen to expect some new faces in the Empire."

"As you wish Princess, but bear in mind that these ponies will be subject to immediate inspection upon arrival to the capital. You know well that your mother dislikes outsiders."

Meteor scoffed. "She was an outsider herself from what Silver used to tell me, and yet she rose to become one the greatest rulers in Aurorian history. Now get going." Meteor countered.

Acknowledging her orders, the pegasus mare unfurled her wings and took to the air to deliver the news. Applejack looked upon Meteor with curiosity as she watched the mare fly away.

"Yer mother ain't from around here?" she asked.

"No, I never knew where she was originally from. When had I asked her once she just froze up suddenly, and she had this blank look in her eyes, almost as if she couldn’t remember at all." Meteor replied, looking down at the floor sadly. “I tried asking her again but she just sat there unresponsive, Silver then appeared out of nowhere and told me to go play with my brother after that. I dropped the subject soon after since I think I might have touched something sensitive, especially knowing how much pain she’s been in after Father died…”

Applejack couldn’t take it as she wrapped her hooves around the young mare to give a comforting hug.

“Now I can’t imagine what your Mother must have gone through in her past… but I can promise ya that maybe one day, she’ll tell you what happened. And on that day, you’d best be there to comfort her when she does ya hear me?”

Meteor gave a content sigh and broke the hug with the older mare."Thank you Miss Applejack I’ll be sure to keep true to your words. Now if you'll excuse me, I need to coordinate the route back to the kingdom."

Nodding softly, Applejack watched as Meteor gestured to her guards and trotted quickly towards the cave. While watching the rest of the relief effort, the farmmare didn't notice Silver Shriek approaching from behind.

"Curious of the Queen?" he asked simply, catching Applejack off-guard.

"Gah! Now listen here! It's rude ta sneak up on a mare like that!" she cried.

"Apologies Miss Applejack, but couldn't help but overhear your conversation with the Princess. I can tell you about the Queen in order to shed some light on the pony you'll have to meet."

"Wait, yer saying I have ta meet the Queen now?" she questioned.

Silver chuckled softly at Applejack's question. "You didn't really think we'd grant you citizenship into our country just like that did you? Then again, it seems Princess Meteor had forgotten to share this information with you. Once we arrive at the capital, you will be judged whether or not you are fit to stay." The ethereal orbs of light which made up the “eyes” of the helmet betrayed no emotion to the farmmare, despite Silver’s near undetectable display of humor earlier.

"I spoke too soon, guess I'll never catch a break."

Scoffing at her words, Silver decided to remove the helmet which obscured his face. With the metal obstruction out of the way, Applejack was greeted to the sight of a middle-aged white coated stallion with a graceful silver mane. The soldier's most noticeable feature however, was the large scar that ran from the top of his right eye down to his cheek. The iris a pale blue compared to the vivid cerulean of his left.

"You say that as if you've had it worse than I have." Silver responded, lifting his hoof to caress his scar.

"W-Who gave that to ya?"

Silver scoffed again. "It was my own brother, one of the beings I thought I could trust the most in this world was the one who gave this eternal reminder that the world is in fact much crueler than you think." Silver answered simply.

"Why would he do such a thing?"

"Miss Applejack, you must understand that there are ponies out there who've had it far worse than you and I. My Brother, the Queen, even the Changelings I daresay. They're all nothing but beings who've endured suffering from almost every source they thought would give them hope.” Silver lamented, taking a moment to say a small prayer as he witnessed the final layer of dirt and snow being placed onto a mass grave for the enemy Changelings.

“That still don’t answer my question.” Applejack blurted, raising her brow.

Taking a deep breath, Silver turned suddenly to face Applejack before using his magic to replace his helm. The sockets of the helmet once more showing the vibrant blue dots of magic that she became accustomed to.

“Out of ‘Love’.”

“What?” Applejack questioned.

“The day he did this to me, my brother said he did it out of ‘Love’.” Silver responded, before turning quickly and leaving Applejack to ponder his words.

With an almost absurd level of stealth, Fireside had no trouble sneaking away from the soldiers guarding her and the rest of the younger ponies with her. Checking to see if she was spotted, she began her search to find out what was gonna happen to her and the rest of the camp once this was all over. Taking a look around, she saw soldiers pulling around carts filled with supplies that were being distributed to the refugees. She also realized that there were more Aurorian soldiers than before patroling the camp area, indicating that reinforcements had come to help. Deciding she needed a better scouting position, she rushed over to a large wooden crate and climbed it to spot anypony interesting.

"Did you hear? The Princess wants to bring these refugees back with us to the capital."

"Faust Dammit, hasn't she already brought enough strangers! If that's the case then I hope that the Queen has a plan to properly organize them into the population. That is... if she decides to..."

Hearing the distant voices closing in, Fireside panicked and did the only thing she could do and jumped into the container. As soon as she secured the lid, she peered through a small hole to spot a pair of Aurorian soldiers trotting by. One who sounded like a mare and the other a stallion. She prayed to Faust silently that she wasn't noticed by either of them.

"Oh please. She can't be that heartless!" One of the soldiers answered, both appearing to stop in front of the crate that the teen was hiding in.

The second soldier scoffed and removed her helmet to reveal her face. "Don't you remember the last time we tried bringing home a bunch of "refugees" and it turned out to be a Changeling ambush?" She asked, placing the helm on the wood crate with a thud much to Fireside's discomfort. "A lot of good soldiers were wiped out that day, and that's just one of the reasons why the Queen's been so hard-hearted towards outsiders. These are the times where if we let our guard down just once we'll all be sitting ducks." The second soldier began to use her hoof to rub off some of the frost that accumulated on the visor, waiting for her partner's response.

"Yeah, I guess you're right on that. Casualties like that really aren't worth the risk I suppose." Fireside gasped, surprised that their newly-found allies were going to just up and abandon them. Unfortunately she forgot about trying to remain stealthy, and one of the soldiers heard her.

"You hear that?" The stallion said, gesturing at the crate with his armored hoof.

His partner raised her brow at the crate. "So? It's a just a large box. What could possibly be wrong with it?"

"I don't know, there could be something or someone hiding in it we might not know about. We should open it up." The stallion said, Fireside almost shrieking at that.

"It could be a rat, and we would just be wasting our time worrying about one little crate when we still have multiple areas of this place we haven't gone over yet." His partner replied.

"But what if it's a Changeling?" The first guard guessed. "We wouldn't exactly be doing our job if we didn't take the time and check."

“Then why don’t you open it?”

“Are you nuts! What if it’s expecting us and drags us in and kills us like that one guy in a comic you read about!”

“What comic? Pony’s Creed?”

“Yeah that one! That one where the mare can jump and hide in haystacks and kill anypony who gets near with her hidden hoof-blades!”

Fireside tried her hardest not to laugh at the guard’s paranoia and obsession with comics before his partner spoke up. "Do you know how stupid it would be for a Changeling to hide in such a confined and obvious place?” She asked before sighing. “Look, if you’re so scared of that happening why don’t you go ahead and check just run it through with your spear. If it starts bleeding then we've found a Changeling."

Fireside grew pale at those words. Thinking what were her options, she decided that she'd rather live to sneak off another day than be the result of a failed trick that ‘magicians’ did. She tried to remove the lid from the crate to reveal herself... only to realize it was stuck.

“Oh Faust, please! Not like this!” Fireside shouted in her head as she heard the sound of the first soldier’s hoofsteps growing fainter. The second guard removed her helm from the top of the crate and watched with amusement as her partner trotted off to get a running start.Once he stopped a fair distance away, he readied his spear and charged forwards, giving out a battle cry that sounded along the lines of a manticore roar despite his earlier cowardice.

Ohcrapohcrapohcrapohcrapohcrapohcrapohcrap!!! Fireside grew pale as she realized there was no other way out of this situation. She braced herself for the sharp and painful weapon that would inevitably bring about her end.

The sounds of the stallion’s yelling started getting louder and louder as he closed the distance. Wondering how much will her mother miss her, the teenaged mare closed her eyes and awaited the inevitable.

“YEEEEEEEEEAAAAAAAAAAAAAAAHHHHHHHHH!!!-”

“Would somepony please explain to tell me what this nonsense is about?” A cold voice had silenced the soldier’s yelling as a surprised yelp was heard and a series of crashing along with a few grunts of pain were heard from what Fireside could tell were just a few feet away from her.

“C-Commander Silver! I-I didn’t expect you to be here, especially so far away from the Princess!” The second guard stuttered, standing straight and doing her best and not looking him in the eye.

“I do not believe that answered my question Corporal, what is the meaning of this?” he asked sharply.

“U-Um, you see here Sir, Private Blindside thought there was a Changeling in this crate, a-and that if it was about to get the spring on us t-then we’d-”

“You know what?” Silver interrupted. I don’t have time for your excuses and neither do the both of you. We’re leaving in an hour and we’ll have to escort these refugees back to the kingdom’s borders. Get Private Blindside out of those crates and get yourselves together before I assign both of you Guard Duty in the Curse District!

“Y-Yes sir!” the mare cried before moving towards her comrade and helping him out of the pile of debris and cloth he crashed into.

Hearing the hoofsteps of the two guards fading, Fireside began to shake the lid of the crate but to no avail. She then tried kicking the lid hoping it would be enough to break it off. Not noticing the green aura of magic undoing the hook which kept the lid of the crate shut, she kicked the wood surface and the lid went flying off a few feet away. Giving a sigh of relief, she got out of the wood container and stretched her limbs.

"Now to just get to the entrance..."

"Hey Fireside. Watcha doin?"

"GAH!" she cried before quickly putting a hoof to her mouth and checking if anypony heard her. "Sky Specter! What have I told you about sneakin up on ponies like that!" Fireside angrily whispered. The young mare in question was currently smiling sheepishly in the fluffy white blanket that was wrapped around her body, obsuring most of her cyan coat and only showing her dark blue mane and tail.

*Cough *Cough "Sorry bout that, I'll try not to startle you like that again." she wheezed.

Taking notice of this, Fireside's expression softened and her anger turned to worry. "Look, it's alright Sky, but ya really shouldn't be out here. You should get back with the others and rest, ya'll already weak enough as it is."

"I'm not weak! I'm just as strong as you and the others!" Sky pouted before coughing again.

Patting Sky's back, Fireside waited until her coughing subsided before replying. "I know you're not weak Sky, but I'm worried for ya. That cough of yers is getting worse each day, and I don't think the cold is gonna help ya in yer current state."

"I'll be fine, it'll take a lot more than the cold to keep me from exploring with you. I want to see if there's any Changeling's leftover so I can kick some flank!" the teen responded before coughing into her hoof again.

"I don't think any Changeling would ever want to show its ugly mug with all of these soldiers marching about. Besides, from what I heard it was a pretty intense battle out there."

"Well maybe I can ask my mom what happened, I bet those bugs couldn't even scratch her with how fast she flies! I remember how she used to tell me stories on how she could clear the sky of clouds in ten seconds flat!"

"What do you mean 'clear the sky of clouds'? You don't believe all that baloney about Pegasi controlling the weather do ya?"

"We can! Mom told me that Pegasi used to be able to make it sunny, cloudy, rainy, and even snowy during different parts of the year. And that it all came from a city that floats in the clouds."

"That there's a load of horseapples, no Pegasus I know can change the weather. And how the hay does a city float on the clouds? Wouldn't it all just fall through?"

"I don't know, but when we find my mom then maybe she'll tell us!"

"Tell you about what?" another voice called from the darkness. Stepping forward, a unicorn colt with a stark black mane and a platinum coat revealed himself to the two fillies.

"Oh great, you too. What do you want Crown?" Fireside asked with a raised brow.

Giving a small smirk, the teenage colt trotted forward and gave an exaggerated bow to both fillies. "I wanted to see if any of you damsels in distress require my assistance." Crown said cooly hoping to impress the two fillies. Who gave him deadpan stares in response.

"I swear you read too many fairy tales at night Crown Jewel. No, we don't need any 'assistance' from you." Fireside replied, annoyed at the colt's antics.

"But it is my sworn duty to help any mare in need like a true gentlecolt! I simply must not let anything untoward happen to you two, for that would be the Worst. Possible. Thing!" he proclaimed while pretending to faint on a pile of crates that functioned as a fainting couch for the young stallion.

"Jeez, such a Drama Queen. You really are Aunt Rarity's colt." Fireside laughed.

*Cough "Hooray. Chivalry isn't dead at least, but it's a shame it has to live on in you." Sky taunted.

"Do you two have to be so rude to the knight trying to save you from imminent danger?"

"What danger? I don't see any Changelings or monsters around here, and it's not like you have the guts to go out and fight one yourself." said Fireside, smirking.

"They could be hiding in plain sight!" Crown Jewel proclaimed, moving quickly behind the two teens and using his left hoof to grab them both and using his right to gesture to the cave entrance. "Waiting for an opportunity to strike, and end you before you have time to scream! Ready, to strike you at anytime and anyplace! Ready to- OW!" He exclaimed as Sky Specter's hoof jabbed him in the stomach.

Fireside reacted quickly and shoved her hoof in Crown's mouth to prevent his sounds of pain from reaching the ears of anypony nearby.

“Look, just shut up and don’t make any sounds that’ll give us away.” she said, wiping her hoof on Crown’s coat to get rid of the spit.

“And an hour of grooming this down the drain…” Crown pouted softly.

A fair distance away from the trio of teens, Silver Shriek shook his head while keeping an eye on them.

"As adventurous as the Prince it may seem..." Silver chuckled once more, before moving to join the others.

It's been a while hasn't it? (An Update, Yet Not an Update)

Really, it's been three years since I first published this story with barely a grasp on actual literature and just my imagination to guide me into making more chapters. Honestly, I half expected this work of fiction to lose interest pretty quick.

But instead, it kept attracting new readers, and new compliments, and new criticisms.

And now that I look upon my old chapters and how I've structured them:

It's A Mess. :facehoof:

I've made so many mistakes in character and plot development that eventually I threw myself off and couldn't proceed with the actual story I had in mind. The fact that I also inserted too many characters for me to actively keep track of also put another nail into my literary coffin.

Thanks to your comments, criticisms, and suggestions I've basically come up with a few core problems that I need to rectify:
1. What do these characters look like? (I don't describe the appearance of certain characters well)
2. Why do (most of) Mane ~~Six~~ Five have kids?
3. Aren't you going a little too fast/slow?

And of course the most important problem of all:
4. Where the Buck is Twilight? :twilightangry2:
(I didn't even get to the part where Twilight was supposed to make her big entrance)

I've had enough of procrastinating and I really don't want to let this story die. So one of two things is going to happen:

I cancel this version of The Twilight Citadel and create a brand-new version with an absolutely massive overhaul to the plot, progression, and character count. It'll still contain remnants of the "old" version, but it will basically be a new story with the same concept of Twilight's banishment transforming her into the ruler of her own nation. (Though I'll need to confirm whether the changes I'm making will allow me to create a new submission within the rules of this site of course)

The second option would be for me to establish the changes to this version of the story and just do what I can to fix the previous chapters to allow a better understanding of the characters and remove some elements from my previous writings that I deem superfluous. I'll be honest, I think my writing was pretty messy a few years back.

Lastly, I want to thank all of you who first read this story a few years back who are still paying attention just waiting for the moment I update this little fic, it's awesome to know how dedicated some of you readers are.

So please, if you're still interested in this story please give me some feedback on how you think I should improve this story or give me a heads-up on what you think I'm missing from the "core problems list". Anyway, big changes should be coming, and I'll do my best to bring them to you all. :raritywink:

I'VE HIT THE RESET BUTTON

Heyo. I'm pretty sure most of you all have already given up on waiting for an update for this story...

And you should, because there'll be no more updates for this story anymore.

INSTEAD, I offer you a brand new start with this RE-WRITE of the story that had caught so many of you people's attention for some reason.

Featuring slightly better improvements in progression and overall structuring of the story/plot compared to this rather old story. I hope that I haven't disappointed many of you with the direction I'm taking with this fic, but hey, I figured it could use the improvements.

So thanks to anyone who took an interest in this fic in the first place. :rainbowkiss: